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
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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.
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