Judge Richard Sullivan
Apple filed a preliminary proxy statement with the SEC on Dec. 27, 2012. Its Jan. 7, 2013, proxy statement and proxy card to shareholders included six proposals for consideration. Greenlight and Gralnick claimed Proposal Number 2 violated the SEC’s "unbundling" rules requiring that a proxy allow shareholders to vote separately on each matter presented for consideration. Gralnick also claimed Proposal Number 4 violated the SEC’s "say-on-pay" rules requiring disclosure of factors affecting executive compensation. They enjoined Apple from giving effect to Proposal 2, only. Apple cited no law or regulatory authority endorsing "bundling." Given the disparate material nature of the items in Proposal 2, it was probable that Apple improperly "bundled" four "separate matters" for a single vote. Further, Greenlight and Gralnick faced irreparable harm if compelled to vote on Proposal 2 contrary to SEC rulesthey would be forced to vote on a package of items for which they did not have a single position, and denied the right to inform management of their views on specific items. As to Proposal 4, Gralnick conceded that the SEC’s "say-on-pay" rules do not require Apple to adopt a formula or rational method for determining executive pay.
