Notice of Exempt Solicitation. Definitive Material. (px14a6g)
January 23 2023 - 06:04AM
Edgar (US Regulatory)
Notice of Exempt
NAME OF REGISTRANT: Apple Inc.
NAME OF PERSONS RELYING ON EXEMPTION: Arjuna
ADDRESS OF PERSON RELYING ON EXEMPTION: 13 Elm St.
Manchester, MA 01944
WRITTEN MATERIALS: The attached written materials are
submitted pursuant to Rule 14a-6(g)(1) (the “Rule”) promulgated
under the Securities Exchange Act of 1934,* in connection with a
proxy proposal to be voted on at the Registrant’s 2023 Annual
Meeting. *Submission is not required
of this filer under the terms of the Rule but is made voluntarily
by the proponent in the interest of public disclosure and
consideration of these important issues.
January 20, 2023
Dear Apple Inc. Shareholders,
We are writing to urge you to VOTE “FOR” PROPOSAL 8 on the
proxy card, which asks the Company to report on median pay gaps
across race and gender. The Proposal makes the following
Resolved: Shareholders request Apple report on
median pay gaps across
race and gender, including
associated policy, reputational, competitive,
and operational risks, and risks related to recruiting and
retaining diverse talent. The report should be prepared at
reasonable cost, omitting proprietary information, litigation
strategy and legal compliance information.
Racial/gender pay gaps are defined as the difference between
non-minority and minority/male and female
median earnings expressed as a percentage of
non-minority/male earnings (Wikipedia/OECD, respectively).
We believe shareholders should vote “FOR” the Proposal for
the following reasons:
||Median pay is considered
the valid way of measuring gender pay inequity by the United
States Census Bureau, Department of Labor, OECD, and International
Labor Organization. Pay gaps are literally defined as the
median pay of minorities compared to non-minorities and the median
pay of women compared to men. Therefore, that is the data
investors seek. While diversity data and statistically-adjusted pay
audits represent progress, that data is not a stand in for median
pay gap disclosures. The definition is clear.
||Best practice pay equity
reporting consists of two parts:
gaps: median gaps assess how jobs are distributed by race and
gender, and which groups hold the high-paying jobs – the data
requested in this proposal.
||The median pay of minorities/women working full time versus
non-minorities/ men working full time. This is
literally the definition of the pay gap.
||Black workers in the U.S. earn 64 cents on the dollar versus
white workers on this basis.
||Women in the U.S. earn 83 cents on the dollar versus men on
||United Kingdom and Ireland-based companies are mandated to
report median pay.
||adjusted gaps, a
statistical assessment of pay between minorities/non-minorities,
women/men, performing similar roles - data we previously pressed
Apple to report in 2016.
||What minorities and women are paid
versus their direct peers, statistically adjusted for
factors such as job, seniority, and geography.
||Glassdoor reports there is a 4.9%
adjusted gender pay gap in the United States.1
||United States companies prefer to
report on this basis as the gaps are smaller and easier to
||Median pay gap disclosures can improve performance
and provide a baseline to investors for measuring progress moving
||A 2019 study cited in the Harvard Business
Review found that wage transparency, in countries that mandate
it, narrowed the median wage gap. Refinitive reports
companies reporting no gender pay gaps outperformed companies
reporting negative pay gaps from 2016-2021, with a 58.16% spread
for their FTSE All-World portfolio and a 135.92% spread for their
FTSE North American portfolio.
||Citigroup was the first US company to publish its global gender
and US minority median pay gaps in January 2019. It has since
shrunk those gaps 3 points each. Large company peers like
Microsoft, Adobe, Mastercard, Starbucks, Bank of New York Mellon,
Wyndham Hotels and Resorts, and Pfizer have since adopted the same
best practice disclosures for not just U.K., but U.S. and global
||There are many ways to shrink racial/gender pay gaps at a
company – improving diversity, conducting statistically-adjusted
pay audits, and advancing women/minorities into higher-paying roles
and positions of leadership – but the only benchmark to measure
whether the pay gap is actually shrinking from these various levers
is to publish the median pay gap itself.
||Despite Apple’s leadership in the technology industry, it is
not keeping pace with peers on racial and gender pay gap
disclosures. More companies are disclosing racial and gender
median pay gaps, committing to an honest accounting of pay equity
that will strengthen their diversity and talent retention. In 2021
and 2022 alone, Microsoft, Visa, Bank of New York Mellon, Best Buy,
Chipotle, Disney, Home Depot, Lowe’s, and Target committed to
expanding their pay gap disclosures to include median pay. Apple
lags these companies in its pay equity disclosures.
Board Opposition Statement
||Statistically-adjusted pay numbers and representation data
are not a substitute for median pay gap reporting.
The Board contends the disclosure is not a “meaningful metric for
distribution”, arguing statistically-adjusted pay numbers and
representation data are an adequate substitute. However, median pay
gaps provide a comprehensive view as to whether minorities/women
are holding as many high-paying jobs as non-minorities/men. This
metric allows investors to assess equal opportunity to high-paying
jobs within the company. Median pay data shows us, quite literally,
how companies assign value to their employees through the roles
they inhabit and the pay they receive. We expect that is
“meaningful” for Apple’s employees. Further, it provides a
digestible data point for investors to compare representation
progress year over year.
Statistically-adjusted numbers can be misleading if not
complemented with the median pay gap number. It is easier for
companies to remediate statistically-adjusted pay gaps with a
handful of pay adjustments within certain employment categories
that may not impact employees at-large. Meanwhile, remediating
median pay gaps requires hiring, developing, and promoting
minorities/women into higher-paying positions across the firm.
Representation data and statistically-adjusted pay numbers do not
provide this same level of accountability or comprehensive
||Median Pay Disclosure will complement Apple’s Diversity,
Equity, and Inclusion (DEI) Initiatives.
Apple describes its DEI initiatives and goals to justify its
obfuscation of median pay data. While these initiatives are
important, median pay statistics will complement the company’s
efforts and allow Apple to benchmark its progress toward its DEI
goals. Apple’s refusal to publish unadjusted pay gap data is
reflective of a lack of transparency and accountability to
investors and employees.
For all the reasons provided above, we strongly urge you to support
the Proposal. Pay transparency has been shown to lead to narrower
pay gaps and improved diversity of companies that disclose them,
which we believe is in the long-term best interest of
Please contact Julia Cedarholm at firstname.lastname@example.org for
This is not a solicitation of authority to vote your proxy.
Please DO NOT send us your proxy card. Arjuna Capital is not able
to vote your proxies, nor does this communication contemplate such
an event. The proponent urges shareholders to vote for Proxy Item 8
following the instruction provided on the management’s proxy
The views expressed are those of the authors and Arjuna Capital
as of the date referenced and are subject to change at any time
based on market or other conditions. These views are not intended
to be a forecast of future events or a guarantee of future results.
These views may not be relied upon as investment advice. The
information provided in this material should not be considered a
recommendation to buy or sell any of the securities mentioned. It
should not be assumed that investments in such securities have been
or will be profitable. This piece is for informational purposes and
should not be construed as a research report.
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