Greenlight Company Presentation slide image

Greenlight Company Presentation

Vote Against Proposal No. 2 An "AGAINST" Vote Means o Voting "AGAINST" preserves Apple's flexibility to pursue creative preferred issuances like iPrefs to unlock shareholder value o Voting "AGAINST" reinforces the message to Apple that capital management matters very much to shareholders - This is a referendum on Apple's capital management policy Greenlight Capital, Inc." An "AGAINST" Vote Does Not Mean o Voting "AGAINST" doesn't mean you are not for good corporate governance. Apple should not have bundled the decision on majority voting provisions with elimination of preferred stock o Voting "AGAINST" doesn't mean you favor financial engineering over good business results 52 There has been lot said about the corporate governance and shareholder rights aspects of Proposal 2. Because Apple bundled multiple proposals together into a single vote, let me address each one separately. The first has to do with the majority voting of directors. We actually agree with this provision and we understand that several corporate governance groups have recommended supporting Proposal 2 for this reason. Even though we support this idea, we don't think it will be harmful to vote against Proposal 2 because the Directors have already agreed to be bound by majority voting. If Proposal 2 fails, Apple can reintroduce it at the next shareholder meeting, where we would expect it to be approved. In the meantime, Apple will honor majority voting. The second aspect has to do with eliminating preferred stock and blank-check preferred stock. While eliminating blank-check preferred stock may please shareholders that are highly focused on corporate governance, as a practical matter, there is no one in a position to take over Apple over the objection of the Board of Directors. The company is simply too large. There has been some discussion about whether shareholders should have a say on our idea in the event that Apple wishes to go forward. Apple has said that, if it decides to pursue our idea, it will put it to a shareholder vote no matter which way Proposal 2 is resolved. Of course, Apple can do this and we have no objection. So, the bottom line is that regardless of how this vote comes out, if Apple decides to go forward with iPrefs, shareholders will have a say. As a result, there is no practical downside to voting AGAINST Proposal 2. 52
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