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Table of Contents
directors alleging improper backdating of stock option grants to maximize certain defendants’
profits, failing to properly account for those grants
and issuing false financial statements. On January 19, 2007, the Court appointed the New York City Employees’
Retirement System as lead
plaintiff. On March 23, 2007, plaintiffs filed a Consolidated Class Action Complaint. The Consolidated Complaint purports to be brought on
behalf of several classes of holders of the Company’
s stock and asserts claims under Section 14(a) and 20(a) of the Exchange Act as well as state
law. The Consolidated Complaint seeks rescission of amendments to various stock option and other incentive compensation plans, an accounting
and damages in an unspecified amount. Defendants filed a motion to dismiss on June 8, 2007, which was heard on September 7, 2007. On
November 14, 2007, the Court issued an order dismissing all securities claims with prejudice, and held that any amended complaint could only
be styled as a derivative case. On December 14, 2007, plaintiff filed a motion for leave to file a first amended consolidated class action
complaint. On January 23, 2008, defendants filed an opposition to plaintiff’s motion. Plaintiff’
s motion was heard on March 21, 2008. On
May 14, 2008, the Court issued an order denying plaintiffs’
motion for leave to amend. The court entered judgment dismissing the case on
June 12, 2008. On June 17, 2008, plaintiffs filed a notice of appeal. A hearing on plaintiffs’ appeal took place on October 7, 2009.
Vogel v. Apple Inc., et al. (2008 Action)
Plaintiff filed this purported class action on June 27, 2008, in the United States District Court for the Northern District of California against the
Company and certain of the Company’s current and former officers and directors. The allegations, which arise out of the Company’
s past stock
option practices, are similar to those in the 2006 Vogel v. Jobs et al.
action that was dismissed on June 12, 2008, as described above. The
complaint purports to be brought on behalf of several classes of holders of the Company’s stock and asserts claims under Sections 10(b) and 20
(a) of the Exchange Act. The complaint seeks rescission of amendments to various stock option and other incentive compensation plans, an
accounting and damages in an unspecified amount. On July 22, 2008, the Court stayed this case pending the appeal in the 2006 Action.
None.
32
Item 4.
Submission of Matters to a Vote of Security Holders