Apple Inc. - DEF 14A

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. )

Filed by the Registrant

Filed by a Party other than the Registrant

Check the appropriate box:
	Preliminary Proxy Statement
	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
	Definitive Proxy Statement
	Definitive Additional Materials
	Soliciting Material under §240.14a-12

Apple Inc.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):
	No fee required.
	Fee paid previously with preliminary materials.
	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

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Attending the Annual Meeting

We are pleased to welcome shareholders to the 2026 Annual Meeting, to be held virtually on February 24, 2026, at 8:00 A.M. Pacific Time.

To attend, vote, and submit questions during the Annual Meeting, visit www.virtualshareholdermeeting.com/AAPL2026 and enter the control number included in your Notice of Internet Availability of Proxy Materials, voting instruction form, or proxy card. Online access to the webcast will open approximately 15 minutes prior to the start of the Annual Meeting. Attendance at the Annual Meeting is subject to capacity limits set by the virtual meeting platform provider. To submit questions in advance of the Annual Meeting, visit proxyvote.com before 8:59 P.M. Pacific Time on February 23, 2026, and enter your control number.

Your vote is important to us. We encourage you to vote your shares in advance to ensure that your vote will be represented at the Annual Meeting. You may vote online, as well as by telephone, or, if you requested to receive printed proxy materials, by mailing a proxy or voting instruction form. For more detailed information, see the section entitled “Voting Procedures” beginning on page 87 of the Proxy Statement.

In the Proxy Statement, the terms “Apple,” “we,” “our,” and “Company” refer to Apple Inc. Information presented in the Proxy Statement is based on Apple’s fiscal calendar, other than references to particular years in connection with our shareholder engagement program and in the biographical information about our directors and executive officers, which refer to calendar years. The Proxy Statement includes website addresses and references to additional materials found on those websites. These websites and materials are not incorporated by reference into the Proxy Statement or in any other Securities and Exchange Commission filing we make under the Securities Exchange Act of 1934, as amended.

This document includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding our goals, commitments, and strategies, and our executive compensation program. These statements involve risks and uncertainties. Actual results could differ materially from any future results expressed or implied by the forward-looking statements for a variety of reasons, including due to the risks, uncertainties, and other important factors that are discussed in our most recently filed periodic reports on Form 10-K and Form 10-Q and subsequent Securities and Exchange Commission filings. We assume no obligation to update any forward-looking statements, which speak only as of the date they are made.

These materials were first sent or made available to shareholders on January 8, 2026.

2026 Proxy Statement

Table of Contents

Notice of 2026 Annual Meeting of Shareholders		3
Message from our Chief Executive Officer		5
Proxy Statement Summary		7
2025 Business Highlights		8
Executive Compensation		9
Shareholder Engagement		9
Nominees to Apple’s Board of Directors		10
Progress Across our Values		11
Items of Business and Board Voting Recommendations		12
Corporate Governance		13
Our Corporate Governance Framework		14
Role of the Board of Directors		15
Board Independence		15
Board and Committee Structure		15
Board Oversight		17
Board Meetings and Attendance		20
Annual Board and Committee Self-Evaluations		20
Related Party Policy and Transactions		20
Business Conduct Policy		21
Communications with the Board		21
Directors		23
Board Composition and Evaluation of Candidates		24
Nominees for Election		25
Compensation of Directors		31

Executive Officers		33
Executive Compensation		35
Message from the People and Compensation Committee		37
Compensation Discussion and Analysis		38
People and Compensation Committee Report		51
Executive Compensation Tables		52
Management Proposals		63
Proposal No. 1 - Election of Directors		64
Proposal No. 2 - Ratification of Appointment of Independent Registered Public Accounting Firm		65
Proposal No. 3 - Advisory Vote to Approve Executive Compensation		67
Proposal No. 4 - Approval of the Apple Inc. Non-Employee Director Stock Plan, as Amended and Restated		68
Shareholder Proposals		73
Shareholder Proposals		74
Identification of Proponents		74
Vote Required		74
Proposal No. 5		75
Other Information		79
Audit and Finance Committee Report		80
Security Ownership of Certain Beneficial Owners and Management		81
Equity Compensation Plan Information		83
General Information		84
Annex A		A-1

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Notice of 2026 Annual Meeting of Shareholders

Date and Time		Virtual Meeting Site		Who Can Vote
February 24, 2026 8:00 A.M. Pacific Time		www.virtualshareholdermeeting.com/AAPL2026		Shareholders of record at the close of business on January 2, 2026

Items of Business and Board Voting Recommendations

1	Election of Directors: Wanda Austin, Tim Cook, Alex Gorsky, Andrea Jung, Art Levinson, Monica Lozano, Ron Sugar, and Sue Wagner	FOR
2	Ratification of Appointment of Independent Registered Public Accounting Firm	FOR
3	Advisory Vote to Approve Executive Compensation	FOR
4	Approval of the Apple Inc. Non-Employee Director Stock Plan, as Amended and Restated	FOR
5	Shareholder Proposal if properly presented	AGAINST

And other business as may properly come before the Annual Meeting.

Sincerely,

Kate Adams

Senior Vice President,
General Counsel and Secretary
Cupertino, California
January 8, 2026

Important notice regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be held on February 24, 2026. The Notice of Meeting, Proxy Statement, and Annual Report on Form 10-K are available free of charge at proxyvote.com and at investor.apple.com.

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“We’re continuously inspired by the
imaginative ways people are using our
technology to build new businesses, create
beautiful art, and serve their communities.”

- Tim Cook, CEO

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Message from our
Chief Executive Officer

To our shareholders,

This has been an exceptional year at Apple. We are so excited about all the ways we are sharing our products, pushing the limits of what’s possible, and making technology that empowers people and enriches their lives.

This is an ideal moment to reflect on where we are today, and in that spirit, I’d invite you to join us for the 2026 Annual Meeting of Shareholders on February 24, 2026, where we’ll celebrate all we’ve accomplished over the past year.

Our latest iPhone lineup features the most powerful iPhone we’ve ever made with iPhone 17 Pro, and the thinnest iPhone we’ve ever made with iPhone Air. Along with iPhone 17, our entire lineup features incredibly advanced camera systems, powerful performance, and all-day battery life our users love.

Our technology has never done more to help our users stay productive, connected, and healthy. With the M5-powered iPad Pro, MacBook Pro, and Vision Pro, and across our product lineups, Apple silicon continues to deliver unmatched power and performance to help our users get more done. This year, we also introduced a beautiful new design called Liquid Glass, which creates a unified experience across our platforms for the very first time. And I hear from Apple users every day who credit our health and safety features with improving their lives, or even saving them.

AirPods Pro 3 have been another huge hit, delivering remarkable sound quality and the world’s best in-ear active noise cancellation. And with Live Translation powered by Apple Intelligence, AirPods unlock a whole new way to connect and communicate with people across languages and around the world.

It’s a powerful example of the incredible possibilities we’re unlocking with AI, which we see as one of the most profound technologies of our lifetime. That’s why, from the silicon to the software, we’re building our products from the ground up to enable powerful AI experiences. With Apple Intelligence, we’re delivering on a hallmark of Apple products by making complex technologies easy and accessible for our customers. And we now have dozens of Apple Intelligence features — like Writing Tools and Visual Intelligence — that are empowering our users in remarkable ways.

We’ve also continued to deliver world-class Services — including Apple Music, Apple Pay, and the App Store — that give our users even more ways to learn, create, and connect. For instance, Apple TV originals continue to earn praise from fans and critics alike — including clever comedies like “The Studio,” riveting dramas like “Severance” and “Pluribus,” and thrilling, cinematic hits like “F1.”

As always, we’ve continued to build our values into everything we do — from our commitment to protecting people’s privacy and security, to designing our products to be accessible to all. Around the world, we’re giving students and teachers the tools to learn new skills and harness their creativity.

And we’re continuously inspired by the imaginative ways people are using our technology to build new businesses, create beautiful art, and serve their communities.

On behalf of everyone at Apple, thank you for your engagement, your confidence, and your belief in our mission. We’ve accomplished so much together — and I’ve never been more optimistic about the future.

Tim Cook

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Summary

Proxy
Statement
Summary


2025 Business Highlights	8
Executive Compensation	9
Shareholder Engagement	9
Nominees to Apple’s Board of Directors	10
Progress Across our Values	11
Items of Business and Board Voting Recommendations	12

2026 Proxy Statement

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Summary

2025 Business Highlights

At Apple, we work to push the limits of what’s possible, and make technology that empowers people and enriches their lives. 2025 was an exceptional year, with record results, including an all-time revenue record of $416.2 billion for the fiscal year. These results reflect the tremendous customer enthusiasm for Apple products and services, as well as our deep commitment to innovation.

	Net Sales ($B)			Operating Income ($B)


Achievements and Milestones

Business Highlights		Products and Services Innovation
● Achieved all-time revenue record for total company, iPhone, and Services ● Achieved 14% year-over-year Services revenue growth, surpassing $100B in revenue for the first time ● Reached all-time revenue records in the majority of markets we track, including many emerging markets, such as India, Latin America, and the Middle East ● Delivered company gross margin of 46.9%, an increase of 70 basis points year-over-year ● Achieved all-time diluted earnings per share record of $7.46 ● Reached new all-time highs in our installed base across all major product categories and geographic segments ● Reached all-time high in paid and transacting customer accounts across our Services ● Returned over $110B to shareholders		● Introduced our most powerful lineup of products ever, including iPhone 17, iPhone 17 Pro and Pro Max, and iPhone Air, Apple Watch Series 11 and Ultra 3, and AirPods Pro 3, and brought M5, the next big leap in AI performance for Apple silicon, to iPad Pro, MacBook Pro, and Vision Pro ● Introduced dozens of new features with Apple Intelligence that are powerful, intuitive, private, and deeply integrated into the things our customers do every day, including Visual Intelligence and Live Translation ● Introduced our broadest software design update ever with Liquid Glass, a beautiful new design that takes advantage of Apple’s powerful advances in hardware, silicon, and graphics technologies across platforms ● Continued to advance groundbreaking health features, introducing hypertension notifications on Apple Watch Series 9 and later models, developed using large-scale machine learning models ● Earned over 650 wins and 3,000 nominations in total for Apple TV productions to date, including 22 Emmy Award wins in 2025

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Summary

Executive Compensation

Motivating and retaining an exceptional leadership team is a key factor in enabling of Apple’s long-term success. Our executive compensation program is designed to pay for performance and retain strong, values-driven leaders. In 2025, the overall structure of our executive compensation program, consisting of three primary components – base salary, annual cash incentives, and long-term equity awards – did not change.

Aligned with Shareholder Interests

92%

2025 Say on Pay Approval

●

Annual cash incentive opportunities are capped and have challenging goals tied to key financial performance measures representing overall Company performance and profitability

●

Performance-based RSUs generally vest based on Apple’s total shareholder return relative to companies in the S&P 500 over a three-year performance period

●

Shareholders have an opportunity to cast an advisory say on pay vote each year on the compensation of our named executive officers and indicated strong support for our executive compensation program at the 2025 Annual Meeting

For more information on our executive compensation program and the 2025 compensation of our named executive officers, see the section entitled “Compensation Discussion and Analysis” beginning on page 38.


Shareholder Engagement

We proactively engage with shareholders throughout the year to better understand their priorities and perspectives on significant issues, including Company performance and strategy, executive compensation, corporate governance, risk oversight, and shareholder proposals. Engagement participants include members of senior management and our Board. Apple and its Board consider feedback and insights from shareholders and other stakeholders as we review our programs, practices, and disclosures.

70%

of institutional shares held were engaged in calendar year 2025

Annual Meeting Engagement

●

Leading up to our annual meeting, we engage with shareholders to seek feedback on our initiatives, disclosures, and proposals

●

Following our annual meeting, we reach out to investors to better understand their votes

Year-round Engagement

●

We speak with proxy advisory firms to discuss our programs and shareholder feedback, and learn about key focus areas for their clients

●

Our quarterly earnings calls provide shareholders with an opportunity to hear about our financial results and corporate strategy

Off-season Engagement

●

Throughout the year, we meet with investors to discuss executive compensation, board oversight of enterprise risk management, and broader areas of stakeholder interest

2026 Proxy Statement

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Summary

Nominees to Apple’s Board of Directors

Apple is overseen by directors with a broad range of skills and experiences to address the Company’s evolving needs and represent the best interests of Apple’s shareholders. Below are the nominees for election at our Annual Meeting.

Name	Occupation	Independent	Age	Director Since	Audit Committee	People and Compensation Committee	Nominating Committee

Art Levinson Board Chair	Founder and CEO, Calico		75	2000
Tim Cook	CEO, Apple		65	2011
Wanda Austin	Former President and CEO, The Aerospace Corporation		71	2024
Alex Gorsky	Former Chair and CEO, Johnson & Johnson		65	2021
Andrea Jung	President and CEO, Grameen America		67	2008
Monica Lozano	Former President and CEO, College Futures Foundation		69	2021
Ron Sugar	Former Chair and CEO, Northrop Grumman Corporation		77	2010
Sue Wagner	Co-founder and Director, BlackRock		64	2014
● Chair ● Member

Nominee Skills and Board Composition

The information presented in this chart is based on voluntary self-identification by each nominee.

For more information on our nominees, see the section entitled “Directors” beginning on page 23.

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Summary

Progress Across our Values

At Apple, we lead with our values in the technology we make, the way we make it, and how we treat people and the planet we all share.

We believe the best technology should work for everyone, so we build accessibility into all our products from the ground up. That’s led to many profound innovations helping our users navigate, communicate, and engage with the world around them. And we’ve continued to drive innovations that help our users live healthier lives, including new features like sleep score and hypertension notifications.

We also believe privacy is a fundamental human right, and we continue to design our products to protect it from the start. That includes Private Cloud Compute for Apple Intelligence, which extends our on-device security model into the cloud. And it includes tools and resources that empower parents and help kids stay safe online without compromising their privacy.

Our values also shape our impact on the communities we’re a part of. We work to expand access to education and opportunity with programs like the Apple Developer Academies, which help learners build new skills and prepare for promising careers. We continue to innovate to reduce the environmental impact of our devices — including a new 3D-printing process for the titanium cases of Apple Watch that uses 100 percent recycled materials. And we work to foster a culture of collaboration and belonging, where teams come together to innovate and do the best work of their lives.

From the technology we make, to the communities we serve, teams at Apple are dedicated to leaving the world better than we found it and making a positive difference in people’s lives.

40 years of accessibility innovation at Apple

For 40 years, accessibility has been built into the foundation of everything we make. That commitment began in 1985, when Apple established its first office dedicated to accessibility — and it continues today across every product we make.

This year, we introduced new features that build on that legacy in meaningful ways. The all-new Magnifier for Mac gives users who are blind or have low vision a powerful way to explore the physical world — letting them use Mac to zoom in on documents, whiteboards, or nearby objects with adjustable views that make text and images easier to see. And with Braille Access, blind or deaf-blind users can turn iPhone, iPad, Mac, and Apple Vision Pro into a full-featured braille note taker, enabling them to launch apps, access documents, perform calculations, and even transcribe conversations in real-time with Live Captions.

These advances — along with many others across our ecosystem — reflect our belief that technology should work for everyone. We are proud to build products that empower people of all abilities to connect, create, and do more of what they love, and we’re committed to pushing accessibility forward for the next 40 years and beyond.

2026 Proxy Statement

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Summary

Items of Business and Board Voting Recommendations

Proposal		Board Recommendation	Page Reference
1	Election of Directors ● All of our directors are elected annually for a one-year term. ● Our Board is made up of directors with a broad range of skills and experiences to effectively address Apple’s evolving needs and represent the best interests of Apple’s shareholders.	FOR	64
2	Ratification of Appointment of Independent Registered Public Accounting Firm ● Ernst & Young LLP is an independent auditing firm with the required knowledge and experience to effectively audit Apple’s financial statements. ● Audit and non-audit services are pre-approved by the Audit and Finance Committee.	FOR	65
3	Advisory Vote to Approve Executive Compensation ● Our executive compensation program is designed to align pay with shareholder interests and company performance. ● The compensation paid to our named executive officers in 2025 reflects the strength of our annual financial results and stock price performance.	FOR	67
4	Approval of the Apple Inc. Non-Employee Director Stock Plan, as Amended and Restated ● Our Non-Employee Director Stock Plan is currently set to expire on November 13, 2027. ● The proposed amendment would extend the term of the Plan to February 23, 2036.	FOR	68
5	China Entanglement Audit ● The requested report is unnecessary given we already provide extensive information on our international operations. ● The proposal is highly prescriptive and attempts to inappropriately restrict Apple’s ability to manage its own ordinary business operations and business strategies.	AGAINST	75

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Governance

Corporate

Governance


Our Corporate Governance Framework	14
Role of the Board of Directors	15
Board Independence	15
Board and Committee Structure	15
Board Oversight	17
Board Meetings and Attendance	20
Annual Board and Committee Self-Evaluations	20
Related Party Policy and Transactions	20
Business Conduct Policy	21
Communications with the Board	21

2026 Proxy Statement

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Governance

Our Corporate Governance Framework

Apple operates under a corporate governance framework designed to be a flexible working structure for principled actions, effective decision-making, and appropriate monitoring of both compliance and performance. Apple’s key governance documents, including our Corporate Governance Guidelines, are available at investor.apple.com/leadership-and-governance.

One share equals one vote		We have a single class of shares with equal voting rights.
Annual director elections		All directors are elected annually for a one-year term.
Majority voting		We have a majority voting standard for uncontested elections of directors.
Separation of Chair and CEO roles		Our CEO is focused on managing Apple and our independent Chair drives accountability at the Board level.
Stock ownership guidelines		We have robust stock ownership guidelines for our directors and executive officers.
Shareholder engagement		We have a comprehensive year-round shareholder engagement program.
Access to management		Our Board has significant interaction with senior management and access to other employees.
Time commitment policy		The Nominating and Corporate Governance Committee annually reviews each director’s various time commitments.
Financial expertise		The Board has determined that each Audit and Finance Committee member qualifies as an “audit committee financial expert” as that term is defined under SEC rules.
Continuing education		Our Board regularly receives updates on ethics, compliance, and governance as well as emerging topics relevant to the evolving needs of the Company.
Succession planning		Our Board regularly reviews Board and executive succession planning.
Executive sessions		All quarterly Board and committee meetings include executive sessions during which no members of management are present.
Board, committee, and individual self-evaluations		Our Board, committees, and individual directors conduct annual performance self-evaluations led by our independent Chair, including one-on-one interviews.
Prohibitions on hedging, pledging, and other transactions		We prohibit short sales, transactions in derivatives, and hedging of Apple securities by directors, executive officers, and employees, and prohibit pledging of Apple securities by directors and executive officers.
Special meetings		Shareholders owning at least 10% of our outstanding shares have the right to call a special meeting of the shareholders.
Proxy access		Up to 20 shareholders owning at least 3% of our outstanding shares continuously for three years may nominate up to 20% of our Board.

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Governance

Role of the Board of Directors

Apple’s Board oversees the CEO and other senior management in the competent and ethical operation of Apple and seeks to ensure that the long-term interests of shareholders are being served. Directors are expected to take a proactive, focused approach to ensure Apple is committed to business success through the maintenance of high standards of responsibility and ethics.

Board Independence

Apple’s Corporate Governance Guidelines require a majority of Board members to be independent. The Board has determined that all Board members, other than Mr. Cook, are independent under applicable rules of The Nasdaq Stock Market LLC (“Nasdaq”).

Apple’s Board has a standing Audit and Finance Committee (the “Audit Committee”), People and Compensation Committee (the “People and Compensation Committee”), and Nominating and Corporate Governance Committee (the “Nominating Committee”). The Board has determined that all committee members are independent under applicable Nasdaq and Securities and Exchange Commission (“SEC”) rules for committee memberships, and that each member of the Audit Committee also meets the additional independence criteria set forth in Rule 10A-3(b)(1) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Board and Committee Structure

Apple regularly reviews the Board’s leadership structure and the responsibilities and composition of its standing committees. The structure and composition of Apple’s Board and its committees are intended to leverage the wide range of perspectives of the Board members and promote effective oversight.

The Board believes its current leadership structure, in which the roles of Chair and CEO are separated, best serves Apple’s overall corporate structure and the Board’s ability to carry out its roles and responsibilities on behalf of Apple’s shareholders, including its oversight of management and corporate governance matters. The Board also believes that the current structure allows our CEO to focus on managing Apple, while leveraging our independent Chair’s experience to drive accountability at the Board level.

The current membership and function of each standing committee is described on the following page. Each committee operates under a written charter adopted by the Board, which is available at investor.apple.com/leadership-and-governance. Each committee reviews and assesses its charter annually.

2026 Proxy Statement

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Governance

Audit Committee

Ron Sugar (Chair)

Wanda Austin

Monica Lozano

Sue Wagner

Nine meetings during 2025

Audit Committee Report: page 80

Primary Responsibilities:

●

Assist the Board in oversight and monitoring of Apple’s financial statements and other financial information

●

Oversee compliance with legal, regulatory, and public disclosure requirements

●

Appoint and oversee Apple’s independent registered public accounting firm, including their qualifications and independence, and pre-approve fees

●

Oversee Apple’s systems of internal controls, including the internal audit function

●

Oversee treasury and finance matters

●

Oversee enterprise risk management

●

Oversee privacy and data security

●

Oversee the auditing, accounting, and financial reporting process

People and Compensation Committee

Andrea Jung (Chair)

Alex Gorsky

Art Levinson

Five meetings during 2025

People and Compensation Committee Report: page 51

Primary Responsibilities:

●

Review and approve the compensation arrangements for the CEO, Apple’s other executive officers and, to the extent it deems appropriate, other employees

●

Administer Apple’s equity compensation and other incentive plans

●

Review and make recommendations to the Board regarding the compensation of members of the Board and Board committees

●

Assist the Board in its oversight of Apple’s strategies, policies, and practices relating to Apple’s people and teams

Nominating Committee

Sue Wagner (Chair)

Alex Gorsky

Andrea Jung

Four meetings during 2025

Primary Responsibilities:

●

Assist the Board on matters relating to the identification, evaluation, and selection of Board members and candidates nominated to the Board

●

Make recommendations to the Board concerning the size, structure, and composition of the Board and its committees

●

Oversee and make recommendations regarding corporate governance matters, including Apple’s Corporate Governance Guidelines

●

Assist the Board in its oversight of Apple’s strategies, policies, and practices relating to environmental and social matters

●

Oversee the annual Board performance self-evaluation process

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Governance

Board Oversight

The Board takes an active role in overseeing corporate and product strategy and seeks to ensure the long-term interests of Apple and its shareholders are being served. The Board believes that evaluating the executive team’s management of the risks confronting Apple is one of its most important areas of oversight. In carrying out this responsibility, the Board is assisted by its committees, each of which considers risks within its areas of primary responsibility and expertise and apprises the full Board of significant matters and management’s response.

Board of Directors

Directly oversees corporate and product strategy, executive succession planning, and other matters reserved to the full Board. Reviews and discusses with management significant risks affecting Apple, including matters escalated by its committees from within their respective areas of direct oversight.

Audit Committee

Oversees financial matters, business conduct, legal and regulatory compliance, privacy, cybersecurity, and tax matters, and has primary responsibility for assisting the Board with risk oversight.

People and Compensation

Committee

Oversees the design and administration of equity plans and executive compensation programs and policies and has primary responsibility for assisting the Board with oversight of matters relating to Apple’s people and teams.

Nominating Committee

Oversees Board structure, governance, and independence, and has primary responsibility for assisting the Board with oversight of environmental and social matters, including public policy expenditures.

Management

Led by our CEO and executive team, develops and executes our business strategy, manages operations, implements and supervises day-to-day risk management processes, and reports to the Board and its committees on significant matters.

Internal Audit

Directly overseen by the Audit Committee and operating pursuant to a charter, which is reviewed and approved annually by the Audit Committee, identifies and helps mitigate risk, and improves internal controls.

Enterprise Risk Management Program

Designed to identify, assess, and monitor Apple’s business risks, including financial, operational, compliance, and reputational risks.
Supported by a Risk Oversight Committee, consisting of our Chief Financial Officer, General Counsel, Head of Business Assurance, and other senior leaders, that assists the Audit Committee with its general responsibility for overseeing enterprise risk management.

2026 Proxy Statement

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Governance

Selected Areas of Oversight

Board and Executive Succession Planning		The Board regularly reviews Board and executive succession planning. The Board considers oversight of executive succession planning to be one of its most critical duties, and it is on the agenda for every regularly scheduled meeting of the Board. With respect to Board succession planning, the Board regularly evaluates its composition in the context of Apple’s long-term strategic goals and monitors the Board’s mix of skills, backgrounds, and experiences to help ensure that the Board is well-equipped to perform its oversight function effectively. The Nominating Committee is responsible for coordinating and overseeing the annual Board evaluation process, which includes reviewing the skills and qualifications of individual directors, as well as reviewing the Board’s structure as a whole to determine if the Board and its committees are functioning effectively.
People and Teams		The Board oversees matters related to our people and teams, including with respect to inclusion and diversity, culture and employee engagement, talent recruitment, development, and retention, and has allocated direct responsibilities for this area of oversight to the People and Compensation Committee. Additionally, Apple’s People and Compensation Committee oversees risks related to Apple’s compensation programs. Each year, the People and Compensation Committee evaluates whether the design and operation of Apple’s compensation programs or policies encourage our executive officers or our employees to take unnecessary or excessive risks. In establishing and reviewing Apple’s compensation programs for risk, the People and Compensation Committee considers program features that mitigate potential risks for our executive officers, such as fixed base salaries; goals that are tied to specific company financial measures and payout caps for the annual cash incentive program; clawbacks for our cash and equity incentives; the quantity and mix of long-term performance-based and time-based equity incentives; and stock ownership requirements. The People and Compensation Committee also generally considers the program features that mitigate potential risks for our non-executive officer employees. In its annual review, the People and Compensation Committee concluded that Apple’s executive compensation programs and policies continue to provide an effective and appropriate mix of incentives to help ensure performance is focused on long-term shareholder value creation, and do not encourage short-term risk taking at the expense of long-term results or create risks that are reasonably likely to have a material adverse effect on Apple.

Compliance and Business Conduct		The Audit Committee regularly reviews and discusses with management Apple’s compliance and business conduct programs, including through updates on competition, privacy, political compliance, and other legal and regulatory risks. Apple’s full Board also receives regular updates on legal and regulatory developments, including updates on legislative developments, government investigations, litigation, and other legal proceedings.

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Governance

Privacy and Data Security		The Audit Committee regularly reviews and discusses with management Apple’s privacy and data security risks. The Audit Committee receives regular updates from management, including Apple’s Head of Corporate Information Security. Additionally, the Audit Committee reviews updates on privacy and data security matters from Apple’s General Counsel, Chief Compliance Officer, and the heads of Business Assurance and Internal Audit. Apple also has a management Privacy Steering Committee chaired by Apple’s General Counsel, with members including Apple’s Senior Vice President of Software Engineering, Apple’s Senior Vice President, Services, and a cross-functional group of senior representatives from Privacy Engineering, Product Marketing, Corporate Communications, and Privacy Legal. The Privacy Steering Committee sets privacy standards for teams across Apple and acts as an escalation point for addressing privacy compliance issues for decision or further escalation.
Online Safety		The Board reviews regular updates from management relating to online safety. These updates cover a range of topics, including updates on regulatory and enforcement issues and on features designed to help keep users safe online. Apple also has a management Online Safety Steering Committee chaired by Apple’s General Counsel, with members including senior leaders from Software Engineering, Child Safety Engineering, Trust & Safety, and Product Marketing. The committee meets regularly and oversees online safety issues across Apple, including those affecting children.
Artificial Intelligence		Apple’s full Board directly oversees corporate and product strategy and receives regular updates on emerging technologies, including artificial intelligence. These updates cover a broad range of matters, such as strategy, investments, partnerships, regulation, and risks. The Audit Committee assists the Board in its oversight of privacy-related artificial intelligence matters, as well as legal and regulatory risks related to artificial intelligence. The Company has published Responsible AI principles, which aim to guide how the Company develops artificial intelligence tools, as well as the models that underpin them. The principles are available at: machinelearning.apple.com/research/introducing-apple-foundation-models.

Human Rights		The Board has adopted a human rights policy for Apple — Our Commitment to Human Rights. The policy governs how we treat everyone, including our customers and teams, business partners and communities, and people at every level of our supply chain. In line with Apple’s Human Rights Policy, which is based on the United Nations Guiding Principles, Apple identifies salient human rights risks through risk assessments and through channels we maintain with stakeholders. Apple works to mitigate any risks identified, and seeks to remedy adverse impacts, track and measure progress, and report findings. Additionally, the policy requires Apple to maintain active communication channels with rights holders and other stakeholders. The Board and its committees are responsible for overseeing and periodically reviewing our Human Rights Policy. Apple’s General Counsel is responsible for its ongoing implementation, and reports to the Board and its committees on any significant issues identified during the diligence process and Apple’s progress.
Environment and Climate		The Board and its committees review and discuss updates on environmental matters with senior management responsible for the development, review, and execution of plans designed to minimize Apple’s impact on the environment. These reports include updates on Apple’s progress towards environmental and climate goals and the environmental impact of our products and operations. Apple reports publicly on its efforts and progress across its environmental initiatives through an annual Environmental Progress Report.
Supply Chain		The Board and its committees review and discuss with management reports regarding Apple’s supply chain and operations. These include updates from Apple’s Chief Operating Officer on Apple’s supply chain management. Apple reports publicly on its efforts and progress in the critical work of protecting people and the planet across its supply chain through an annual People and Environment in Our Supply Chain progress report.

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Board Meetings and Attendance

The Board met four times during 2025. Each member of the Board who served during 2025 attended or participated in 75% or more of the aggregate of (i) the total number of meetings of the Board held during 2025, and (ii) the total number of meetings held by each committee of the Board on which the member served during 2025.

Apple expects all of its directors to attend the Annual Meeting. All directors attended the 2025 annual meeting of shareholders (the “2025 Annual Meeting”).

Annual Board and Committee Self-Evaluations

The Board conducts an annual self-evaluation to assess whether the Board, its committees, and each member of the Board are working effectively, and to provide an opportunity to reflect upon and improve processes and effectiveness.

The Nominating Committee designs and establishes the overall evaluation framework, and Dr. Levinson, the independent Chair of the Board, leads the evaluation interviews and feedback sessions. Dr. Levinson conducts one-on-one discussions with each director to obtain their assessment of the effectiveness and performance of the Board and its committees. Additional discussion topics include Board and committee composition and refreshment; timing, agendas, and content of Board and committee meetings; Board dynamics and function; peer reviews of other members; and the Board’s oversight of executive succession planning. Board members are also invited to discuss the performance of Dr. Levinson directly with the Chair of the Nominating Committee. A summary identifying any themes or issues that have emerged is presented to the Board on an anonymous basis.

Each committee conducts its own annual self-evaluation and reports the results to the Board. Each committee’s evaluation includes an assessment of the committee’s compliance with Apple’s Corporate Governance Guidelines and the committee’s charter.

Related Party Policy and Transactions

The Board has adopted a written policy for approval of transactions between Apple and its directors, director nominees, executive officers, greater than 5% beneficial owners of Apple’s common stock or any other class of Apple’s equity securities, and each of their respective immediate family members, where the amount involved in the transaction exceeds or is reasonably expected to exceed $120,000 in a single fiscal year and the related party has or will have a direct or indirect interest in the transaction (other than solely as a result of being a director or less than 10% beneficial owner of another entity). A copy of this policy is available at investor.apple.com/leadership-and-governance. The policy provides that the Audit Committee must review transactions subject to the policy and determine whether to approve or ratify those transactions. Certain types of transactions are deemed pre-approved pursuant to standing pre-approval guidelines established by the Audit Committee. In addition, the Audit Committee has delegated authority to its Chair to pre-approve or ratify transactions under certain circumstances. A summary of new transactions covered by standing pre-approvals or transactions approved or ratified by the Chair of the Audit Committee, if any, is provided to the Audit Committee for its review.

In reviewing transactions subject to the policy, the Audit Committee or the Chair of the Audit Committee, as applicable, considers (as it deems appropriate for the circumstances):

●	The nature and extent of the related person’s interest in the transaction;
●	The approximate dollar value involved in the transaction;
●	The approximate dollar value of the related person’s interest in the transaction without regard to the amount of any profit or loss;
●	Whether the transaction was undertaken in the ordinary course of Apple’s business;
●	The material terms of the transaction, including whether the transaction with the related person is proposed to be, or was entered into, on terms no less favorable to Apple than terms that could have been reached with an unrelated third party;

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●	The business purpose of, and the potential benefits to Apple of, the transaction;
●	Whether the transaction would impair the independence of a non-employee director;
●	Required public disclosure, if any; and
●	Any other information regarding the transaction or the related person in the context of the proposed transaction that would be material to the Audit Committee’s decision, in its business judgment, in light of the circumstances of the particular transaction.

Several of Apple’s Board members and executive officers serve as directors or executive officers of other organizations, including organizations with which Apple has commercial and charitable relationships. Apple does not believe that any director had a direct or indirect material interest in any such relationships during 2025 and through the date of this Proxy Statement.

A family member of our former Chief Operating Officer is employed by Apple and received total compensation in excess of $120,000 for the period from the beginning of fiscal year 2025 through the date of the filing of this Proxy Statement. The family member’s compensation was established by Apple in accordance with our compensation practices applicable to employees with comparable qualifications and responsibilities and holding similar positions.

Business Conduct Policy

Apple seeks to conduct business ethically, honestly, and in compliance with applicable laws. Apple’s code of ethics, entitled “Business Conduct: The way we do business,” sets out the principles that guide Apple’s business practices — honesty, respect, confidentiality, and compliance. The code applies to all employees, including Apple’s principal executive officer, principal financial officer, and principal accounting officer. Relevant sections of the code also apply to the Board. Apple expects its suppliers, contractors, consultants, and other business partners to follow the principles set forth in the code when providing goods and services to Apple or acting on its behalf. The code is available at apple.com/compliance/pdfs/Business-Conduct-Policy.pdf. Apple intends to disclose any changes to or waivers from this code by posting to our website if disclosure is required by SEC or Nasdaq rules.

Apple’s code is managed by the Business Conduct organization, under the oversight of Apple’s Chief Compliance Officer. Employees are required to complete training on the code upon joining Apple and annually thereafter. With input from relevant stakeholders and executive leadership, we regularly review and update Apple’s code and related policies to ensure they provide clear, actionable guidance to our employees, executive officers, and directors.

Additionally, Apple has an insider trading policy governing the purchase, sale, and other dispositions of Apple’s securities that applies to all Apple personnel, including directors, officers, employees, and other covered persons. Apple also follows procedures for the repurchase of its securities. We believe our insider trading policy and repurchase procedures are reasonably designed to promote compliance with insider trading laws, rules and regulations, and listing standards applicable to Apple. A copy of Apple’s insider trading policy was filed as Exhibit 19.1 to its Annual Report on Form 10-K for the year ended September 28, 2024.

Communications with the Board

Any matter intended for the Board, or for any individual member of the Board, should be directed to Apple’s Secretary at One Apple Park Way, MS: 927-4GC, Cupertino, CA 95014 USA, with a request to forward the communication to the intended recipient. In general, any shareholder communication delivered to Apple for forwarding to Board members will be forwarded in accordance with the shareholder’s instructions. Apple reserves the right to not forward to Board members any abusive, threatening, or otherwise inappropriate materials.

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Directors

Directors



Board Composition and Evaluation of Candidates	24
Nominees for Election	25
Compensation of Directors	31

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Board Composition and Evaluation of Candidates

Board Composition

Apple’s Board consists of a highly qualified group of leaders from a broad range of fields and backgrounds. All of our directors have senior leadership experience at large domestic or multinational companies. In these positions, they have gained significant and varied management experience, including in the areas of strategic and financial planning, public company financial reporting, compliance, risk management, and leadership development. They also have in-depth experience serving at public companies as executive officers, or on boards of directors and board committees, and a robust understanding of corporate governance practices and trends. In addition, many of our directors have experience as directors or trustees of significant public policy, academic, research, non-profit, and philanthropic institutions, and bring the benefit of these perspectives to the Board.

The Board and the Nominating Committee believe the skills and experiences of our directors provide Apple with business acumen and a broad range of perspectives to effectively address Apple’s evolving needs, oversee senior management in the competent and ethical operation of Apple, and represent the best interests of Apple’s shareholders.

Evaluation of Candidates

The Board regularly evaluates its composition in the context of Apple’s long-term strategic goals. When considering candidates for election, the Board assesses each nominee’s skills, backgrounds, experiences, and contributions in light of the Board’s and the Company’s evolving needs. Over the past four years, the Board has added three new members, representing over one-third of its membership, and two other, long-serving members retired. In the context of this year’s Annual Meeting nominations, the Board determined that it would be in the best interests of Apple and its shareholders to ask Art Levinson, the Chair of the Board, and Ron Sugar, the Chair of the Audit Committee, to stand for re-election, and to waive for each of them its guideline under which directors generally may not stand for re-election after attaining age 75. In making this determination, the Board considered several factors, including the significant experience and expertise that each of Dr. Levinson and Dr. Sugar brings to the Board, their deep insight into the Company’s business and operations, and their individual contributions as highly engaged members of the Board. The Board also considered the benefits of continuity among the Board’s leadership positions.

Our Corporate Governance Guidelines require an annual review by the Nominating Committee of each director’s various time commitments, including their primary occupation, service on other public company boards and board committees, leadership positions on other boards, as well as service with private company boards and non-profit organizations. Following its review in November 2025, the Nominating Committee determined that, in its view, no director currently has time commitments that would prevent them from properly discharging their duties as directors.

The Nominating Committee has evaluated and recommended to the full Board each of the nominees named in this Proxy Statement for election to the Board.

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Nominee Selection Process

The Nominating Committee oversees board succession planning and recruitment of potential candidates. The Nominating Committee considers candidates who are recommended by the Committee’s members, other Board members, shareholders, and management, as well as those identified by third-party search firms retained to assist in identifying and evaluating possible candidates. In evaluating potential nominees to the Board, the Nominating Committee considers, among other things: independence, character, ability to exercise sound judgment, demonstrated leadership, ability and willingness to commit sufficient time to the Board, and relevant skills, backgrounds, and experiences in the context of the evolving needs and overall composition of the Board. The Nominating Committee is committed to including individuals with a broad range of skills, backgrounds, and experiences in the pool of candidates from which nominees to the Board are selected.

The Nominating Committee evaluates candidates recommended by shareholders using the same criteria it applies to evaluate other candidates. Shareholders who wish to recommend a director candidate should submit the candidate’s name and background information in writing to our Secretary at One Apple Park Way, MS: 927-4GC, Cupertino, CA 95014 USA. In addition, the proxy access provisions in our bylaws provide that a shareholder, or a group of up to 20 shareholders, owning at least 3% of our outstanding shares continuously for at least three years, may nominate director nominees constituting up to 20% of Apple’s Board for inclusion in our proxy statement. Nominating shareholders and nominees must satisfy the requirements set forth in our bylaws, which can be found at investor.apple.com/leadership-and-governance. Any notice of director nomination submitted to Apple other than through proxy access must include the additional information required by Rule 14a-19(b) under the Exchange Act.

Nominees for Election

The matrix on the following page highlights the mix of key skills and experiences of the nominees that, among other factors, led the Board and the Nominating Committee to recommend these nominees for election to the Board. The matrix is intended to depict notable areas of focus for each director based on the current composition of the Board, and not having a mark does not mean that a particular director does not possess that qualification or skill. Nominees have developed competencies in these skills through education, direct experience, and oversight responsibilities. The Nominating Committee assesses the directors’ mix of skills on an annual basis. Additional biographical information on each nominee is set out starting on page 27.

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Nominee Skills

Levinson

Cook

Austin

Gorsky

Jung

Lozano

Sugar

Wagner

Core

Leadership

Experience serving in a significant leadership position, including as a chief executive officer, chief financial officer, or other senior leadership role, equips directors with valuable insight into organizational behavior and processes and a deep understanding of the various aspects of modern organizations, including strategic planning, financial reporting, compliance, values, and culture.

Corporate Governance

Experience on public company boards promotes an understanding of the dynamics and operation of a corporate board and its relationship with the chief executive officer and other senior management, as well as deep knowledge of corporate governance practices and policies and an appreciation of how they can impact Apple.

SEC Form DEF 14A filed by Apple Inc.