Concord, CA 94518
October 21, 2019

Via email shareholderproposals@sec.gov
U.S. Securities and Exchange Commission
Office of Chief Counsel
Division of Corporation Finance

 
Re: Shareholder Proposal for Inclusion in Apple Inc. 2020 Proxy Statement

Ladies and Gentlemen:
This is a short answer to Apple’s October 18, 2019 letter to the SEC.
Procedural Background
I wrote to Apple six years ago before I submitted my first proposal to Apple. Until last month, Apple had refused to communicate with me directly on very important policy concerns. Submitting proposals has been the only communication channel to address a shareholder’s policy concerns of Apple’s corporate governance. Please refer to the attached email from me to Mr. Whittington and Mr. Schmidt covering my first time policy conversation directly with Apple on October 2, 2019.  It is a regret that Apple rejected my suggestion to have a round-table meeting to effectively hear from the wide public to review Apple’s policies on executive compensation and other issues, such as human rights.  Mr. Tim Cook becomes the board chairman of the School of Economics and Management of Tsinghua University (where I studied Nuclear Physics at the late period of the Cold War).  As reported from Appleinsider.com today (October 21, 2019): “The promotion comes in a time when Apple faces increased public scrutiny as tensions continue to mount between China and Hong Kong.” “U.S. lawmakers are currently urging Tim Cook to reinstate the HKMap Live app.” (more information at https://applecensorship.com/?l=en). Will Apple repeat the public policy failure of Yahoo!?
My Proposal Is Not Vague and Indefinite
My proposal to reform eBay’s executive compensation committee has different contents with my proposal to improve Apple’s guiding principles of executive compensation. For example, in the statement of my proposal to eBay, I mentioned eBay’s CEO pay ratio to the median of the annual total compensation of all employees is 144 : 1, and eBay’s NEOs (except the CEO) pay ratio is about half of its CEO pay ratio, but Apple’s NEOs (except the CEO) pay ratio is 478!
Apple’s four NEOs pay ratio 478 is one clear indicator need to improve. There is nothing “vague and indefinite.” My proposal does not specify a proper number (such as 10 or 20) because a shareholder proposal cannot micro-manage the company’s business. That is why my proposal’s statement specifically states: “For the purpose of this proposal, the Board and the Compensation Committee have the flexibility to improve guiding principles of executive compensation.”

Should you have any questions, please contact me at zhao.cpri@gmail.com or 925-643-****.

Respectfully,

Jing Zhao