By Adam Satariano and Peter Burrows - Feb 24, 2012 9:47 PM GMT+0700
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The new approach requires that Apple directors win the approval of a majority of voting shareholders, not simply a plurality -- or the largest grouping of those casting ballots. Photographer: Dale de la Rey/AFP/Getty Images
Feb. 24 (Bloomberg) -- Robert Kaplan, a professor of management practice at Harvard Business School and a former vice chairman at Goldman Sachs Group Inc., discusses the outlook for Apple Inc. Apple Chief Executive Officer Tim Cook told investors yesterday that the company is exploring how to use its $97.6 billion in cash in investments, responding to criticism that its balance sheet holds too big a hoard. Kaplan speaks with Erik Schatzker and Sara Eisen on Bloomberg Television's "InsideTrack." Nick Thompson, a senior editor at New Yorker magazine and a Bloomberg contributing editor, also speaks. (Source: Bloomberg)
Apple Inc. Chief Executive Officer Tim Cook. Photographer: Kevork Djansezian/Getty Images
Apple Inc. (AAPL) Chief Executive Officer Tim Cook, who yesterday told investors they would get more say in picking board members, signaled greater willingness than his predecessor to heed the concerns of his company’s shareholders.
Apple said at its annual shareholder meeting that it would adopt a policy that says a majority -- rather than only a plurality -- of shareholders is needed to elect directors. Cook also reiterated that the company is exploring how to use its $97.6 billion in cash in investments, responding to investors’ criticism that its balance sheet holds too big a hoard.
The shifts, following last month’s decision to open supplier factories to inspections by an independent labor organization, may indicate a new era in Apple’s interaction with investors. Anne Simpson, head of corporate governance for the California Public Employees’ Retirement System, said the changes are befitting of the world’s most valuable company.
“This is setting the stage for a much more open dialogue with investors,” said Simpson, who led a more than two-year effort to persuade Apple to change its stance on board elections. “Apple is entering a new phase. Rethinking capital distribution, its global footprint and corporate governance is something 10 years ago that it wouldn’t have had to consider.”
The meeting was the first since the death of Jobs, who sometimes eschewed interaction with shareholders. Apple’s evolution is natural because Cook’s previous role as chief operating officer made him more involved with investors, said Brian Marshall, an analyst at ISI Group.
About-Face
“It’s not a 180-degree turn,” Marshall said. “This is more a slow, steady progression. No two people are created alike, and that’s the case with Steve and Tim. He’s putting his own mark on the company, slowly but surely.”
Cook said Apple was holding “active discussions” about what to do with its cash and investments, saying the stockpile was “more than we need to run a company.”
“The board and management team are thinking about this very deeply,” said Cook, reiterating earlier comments. As CEO, Jobs had resisted calls for a dividend.
The money pile, which includes short- and long-term investments, has risen more than 63 percent since last year’s annual meeting of shareholders.
“If they want to deploy the cash for the benefit of shareholders, that’s a good thing,” said Charles Elson, director of the Weinberg Center for Corporate Governance at the University of Delaware. “At least they’re talking about doing something with the cash now.”
Majority Required
Investors at yesterday’s meeting passed a nonbinding measure in favor of the board-election change. A similar initiative was approved at the gathering last year, though it wasn’t adopted by Apple. The company changed its stance after previously saying that the change would cause board members to lose their seats in cases where too few shareholders cast votes.
The new approach requires that directors win the approval of a majority of voting shareholders, not simply a plurality -- or the largest grouping of those casting ballots.
More than 80 percent of companies in the Standard & Poor’s 500 Index already have majority-voting measures, said Robert J. Jackson Jr., an associate professor at Columbia Law School.
“Apple’s move is really just catching up with the best governance practices of other companies of its size and scope,” said Jackson, who studies corporate governance issues.
All of the board members on the slate were elected by a wide majority: Genentech Inc. veteran executive Art Levinson, who serves as Apple’s chairman; Intuit Inc. Chairman Bill Campbell; former U.S. Vice President Al Gore; Walt Disney Co. CEO and Chairman Bob Iger; former head of Northrop Grumman Corp. Ron Sugar; J. Crew Group Inc. CEO and Chairman Mickey Drexler; Avon Products Inc. Chairwoman Andrea Jung; and Cook.
No Stock Split
Apple said it’s not considering a stock split, though it didn’t elaborate on how it might spend cash.
One option is to return part of the amount to shareholders in the form of a dividend. Apple last paid a dividend in 1995, before co-founder Jobs returned as CEO and revived the struggling company. Dividends provide a recurring payment to shareholders, typically each quarter.
The move would provide a long-term boost to Apple’s stock price by bringing in a new class of investors who only buy shares in companies with a dividend, according to Toni Sacconaghi, an analyst at Sanford C. Bernstein & Co.
Cash Machine
In the years since Apple last offered a dividend, the introduction of the iPod, iPhone and iPad have turned the company into a profit engine, letting it accumulate a stockpile of cash and investments that exceeds the market value of Citigroup Inc. Jobs had long rebuffed calls to return the money to investors.
Shares of Cupertino, California-based Apple rose 0.7 percent to $520.04 at 9:43 a.m. in New York. The shares had climbed 28 percent this year before today.
Investors also voted down a proposal calling for Apple to release a “conflict of interest report” that outlines how board members may financially benefit from company decisions. Another rejected measure would have asked Apple to release a report on its political contributions and expenditures. The company opposed those initiatives.
Responding to a question from a shareholder, Cook said Facebook Inc. (FB), the world’s largest social-networking company, is more of a “friend” than a competitor. Apple and Facebook “could do a lot more together,” he said.
Cook also said Apple was working on new products that will “blow your mind.”
Turning the conversation back to cash, an investor asked whether Apple would consider using its cash to buy Greece, which faces a debt crisis.
“We’ve looked into many things,” but not that, Cook said.
To contact the reporters on this story: Adam Satariano in San Francisco at asatariano1@bloomberg.net; Peter Burrows in San Francisco at pburrows@bloomberg.net
To contact the editor responsible for this story: Tom Giles at tgiles5@bloomberg.net.
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