Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On November 9, 2021, the Board of Directors (the "Board") of Apple Inc.
appointed Mr. Alex Gorsky to Apple's Board. Mr. Gorsky will serve on the
Nominating and Corporate Governance Committee of the Board.
As a non-employee director, Mr. Gorsky will receive a $100,000 annual retainer
for his service on the Board, paid in quarterly installments, and participate in
the Apple Inc. Non-Employee Director Stock Plan (the "Non-Employee Director
Plan"). Upon his appointment, Mr. Gorsky received an automatic initial grant of
486 restricted stock units under the Non-Employee Director Plan. In connection
with his appointment, Apple and Mr. Gorsky will enter into Apple's standard
indemnification agreement for directors.
There are no transactions between Apple and Mr. Gorsky that would be required to
be reported under Item 404(a) of Regulation S-K.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On November 9, 2021, the Board adopted an amendment, effective as of the same
date, to Apple's Amended and Restated Bylaws (as so amended, the "Bylaws") to
increase the size of the Board to nine (9) members. Prior to this amendment, the
Bylaws provided for eight (8) directors.
The foregoing description is qualified in its entirety by reference to the full
text of the Bylaws, a copy of which is attached hereto as Exhibit 3.2 and is
incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Exhibit Description
3.2 Amended and Restated Bylaws of Apple Inc., effective as of
November 9, 2021.
104 Inline XBRL for the cover page of this Current Report on Form 8-K.
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