Apple's annual shareholders meeting will be held on February 28.。On January 11, local time, Apple filed a document with the Securities and Exchange Commission (SEC) related to the annual general meeting to be held next month。In this document, Apple reveals many important information in advance。

The board of directors will meet the big changes.

Long-time Apple directors Al Gore and James Bell will retire from the company, Apple said, and former aerospace chief executive Wanda Austin was named to run for board.。

The change is one of Apple's biggest board reshuffles in years.。Such changes are uncommon for Apple's board of directors, and it's rare to have more than one retiree at a time.。

● "Minus 2": Gore, Bell will leave

In response to Gore and Bell's departure, Apple says it's company policy。The company's board of directors has a long-standing policy that directors are generally not eligible for re-election after they have reached the age of 75, and both have reached the age of 75 this year.。

Gore, who previously served as the 45th vice president of the United States, joined Apple's board in 2003, two decades after joining the company.。Gore is the longest-serving board member, and the iPhone was not yet available when he joined Apple。Bell, who joined Apple's board in 2015, was a former Boeing executive.。

Apple CEO Tim Cook said in a statement: "For more than two decades, Al has made incredible contributions to our work - from his unconditional support for protecting user privacy to his unparalleled understanding of environmental and climate issues.。James "dedication is extraordinary and we thank him for the important perspective and deep expertise he has provided over the years in areas such as auditing, finance, and more.。"

It's worth noting that among the two retirees, there has been criticism among Apple shareholders about Al Gore, who has been in office for two decades.。

Before last year's annual meeting, one of Apple's shareholders, the National Lega land Policy Center (NLPC), called on other investors to oppose Gore's re-election on the board, mentioning in a memo filed with the SEC that Gore has worked to portray him as someone who cares about climate change and whose Apple board membership also relies heavily on his climate change expertise.。But Gore himself has acted in a very different way from his climate claims, which has had a negative impact on Apple。And he often makes radical political statements, which also poses a risk to Apple。

After Apple announced that Gore was retiring, Paul Chesser, director of the NLPC Corporate Integrity Program, said bluntly, "Apple is a great company, but it would be even greater without Al Gore."。Good, (Apple) got rid of (him)。"

It is also worth noting that there is a director of Apple's board of directors Ronald Sugar (Ronald Sugar) turned 76 years old this year, but it is not affected by the "age policy" and is still on the board.。In response, Apple said that given the recent significant changes in the composition of its board of directors and the value of retaining directors who have deep insights into the company during their tenure, Sugar will continue to retain the position.。

Given Apple's reasons for keeping Schuger, it's unclear whether the "age policy" will apply to Apple's board chairman Arthur Levinson, who will turn 75 next year.。

● "Plus 1": Austin will join

In addition to the departure of old members, Apple's board will also usher in "fresh blood"。

Austin, 69, who served as CEO of an aerospace company from 2008 to 2016, is the first woman and African-American to hold the position.。Apple said Austin would "bring decades of science and technology experience to her role, and she has an outstanding track record of advancing innovation and developing corporate strategy."。"

In 2018-2019, Austin served as interim president of the University of Southern California.。She also serves on the boards of Amgen and Chevron and is the lead independent director of Chevron.。From 2019 to 2023, Austin served on the board of the space company Virgin Galactic.。

"Wanda has been developing technology for humanity for decades, and we are very pleased to welcome her to Apple's board," Cook said.。"She was an extraordinary leader and her invaluable experience and expertise will support our mission to make the world better than we found it."。"

Levinson said: "Wanda has long been a leader in unlocking the potential of cutting-edge technology.。She brings incredible insights and experience to our Board of Directors, and she will play an important role in helping Apple continue to enrich the lives of users around the world.。"

"Like Apple, I have always believed in the power of innovation to improve lives, realize human potential and shape a better future.。"I am honored to join Apple's board of directors, and I look forward to being part of a company that will always support people around the world in new ways."。"

Austin to campaign at Apple's annual shareholder meeting on February 28。

Apple executives 2023 pay exposure

In a related annual shareholder filing submitted to CES, Apple also revealed the compensation status of major executives in 2023。

In 2023, Apple CEO Cook's total target compensation is $49 million, only half of the $99 million in 2022.。If you add in other income, such as non-equity incentives, his total compensation in 2023 will be $63.2 million, down nearly a third from 2022.。

In the filing, Apple said that, given the company's relative size, scope and success, in the coming years, the Personnel and Compensation Committee also intends to position Cook's annual target compensation relative to between 80% and 90% of major peer groups.。

Separately, the document mentions that the Personnel and Compensation Committee raised Cook's 2024 equity compensation target to $50 million after reviewing relevant benchmark data with an independent compensation consultant.。

Other Apple executives, including the chief financial officer, retail executive, general counsel and chief operating officer, among others, will be paid about $27 million each in 2023, roughly the same as last year.。

Board recommends rejection of proposal on artificial intelligence report

Separately, in the SEC filing, a shareholder proposal states that it wants Apple to issue a transparency report on the company's use of AI technology and disclose any ethical guidelines the company has adopted regarding AI technology。For the proposal, the Board recommended a veto。

Apple said it took a robust approach to addressing ethical considerations in business operations and addressing the issues raised in the proposal.。But at the same time, Apple believes that in the development and deployment of artificial intelligence, careful consideration is very important, and the company should carefully consider the consequences before releasing new technologies.。

Apple said the reporting required in the proposal was too broad and could include disclosures of strategic plans and initiatives that are harmful to the company's competitive position.。

Apple further says the AI regulatory landscape is evolving rapidly。Apple has been and will continue to be thoughtful in the development and deployment of AI。However, when the situation is just beginning to emerge and regulators around the world are actively engaged in the development of new rules, it is too early to ask for proposals for specialized reports.。

Both the adoption and rejection of the proposal require (i) a majority of the shares present or represented by proxy and voted at the annual meeting, and (ii) a majority of the shares required to form a quorum.。

Earlier media reports, Apple plans to launch a series of artificial intelligence-based tools for iPhone and other devices as early as June this year。