U.S. District Judge Jennifer Rochon in Manhattan said the
iPhone maker described its pay methods in detailed compensation tables in its
2023 proxy statement, "precisely" as securities laws and U.S.
Securities and Exchange Commission rules require.
Rochon also found no proof that Apple's board of directors
acted improperly in awarding pay, and said the plaintiff, a pension fund
affiliated with the International Brotherhood of Teamsters, did not give the
board enough time to consider its objections before suing.
Lawyers for the pension fund did not immediately respond to
requests for comment.
The plaintiff said Apple in 2021 and 2022 awarded a
respective $92.7 million and $94 million of performance-based restricted stock
units to Cook and four other executives, though its compensation committee
intended to award just $77.5 million each year.
It attributed the alleged error to the committee's improper
calculation of the RSUs' fair values at the time of the grants, and said it
misled shareholders who would be casting advisory votes on executive
compensation, known as "say-on-pay."
Cook's compensation, opens new tab totaled about $99 million
in both 2021 and 2022, including more than $82 million of stock awards each
year, Apple proxy filings show.
His total pay declined to $63.2 million for 2023. The four
other Apple executives were each awarded more than $26 million in each of the
three years.
The case is International Brotherhood of Teamsters, Garage Employees Local 272 Labor Management Pension Fund v Apple Inc et al, U.S. District Court, Southern District of New York, No. 23-01867. Reuters
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