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GOVERNANCE

ISS, Glass Lewis on opposite sides of say-on-pay, proxy access proposals at Apple

Two major proxy voting advisory firms have taken opposing sides on non-binding say-on-pay and proxy access proposals at Apple Inc.

Institutional Shareholder Services recommends its clients vote against ratifying the pay program of Tim Cook, CEO and director, whose pay was $9.2 million last year, and other top Apple executives, while Glass Lewis recommends its clients vote in favor of the compensation plan.

The pay packages for the top executives, “other than the CEO are substantial but not strongly performance-based,” an ISS report said, citing in particular a $73 million pay package for Angela Ahrendts, senior vice president of retail and online stores.

A Glass Lewis report, while concerned about Ms. Ahredts’s pay package, said “the company aligned executive compensation with performance.”

On proxy access, ISS recommends its clients vote in support of the proposal, while Glass Lewis recommends its clients oppose it.

The ISS report supports the proposal, calling its proposed eligibility requirements robust, while safeguarding against abuses in the nominating process.

Glass Lewis, while it generally supports proxy access, opposes the Apple proposal, saying in its analysis, “given the company’s increasing responsiveness to shareholders (evidenced by its recent adoption of majority voting and share repurchase activity) and its positive financial performance, we do not believe that adoption of this proposal is necessary at this time.”

The access proposal would enable shareholders owning a combined 3% of a company’s stock for three years to nominate up to 25% of the directors of the board.

Apple’s board supports ratification of the executive pay and opposes the access proposal.

Apple’s annual meeting is March 10.