At the urging of the executive, Apple changed the vesting rules for the shares. Instead of them vesting based on longevity, for Cook to receive the entire award, Apple's shares must outperform two-thirds of the shares in the S&P 500 each year.
According to the proxy, at the annual stockholders' meeting on February 28th, investor Carl Icahn will submit a proposal that would ask the company to buy back $50 billion of its own shares by September 27, 2014. Icahn owns 3.9 million shares of Apple at last count, valued at $2.2 billion. Apple is recommending that shareholders turn down the proposal. While Apple says that it still is committed to returning cash to shareholders, it says that it needs to be flexible with access to its resources, according to a statement.
Another proposal would prevent Apple from issuing preferred stock without a shareholder vote. This would prevent the company from offering high-dividend preferred stock at the discretion of executives, without an approval from a majority of common stockholders. Apple says it wants to eliminate this "blank-check" authority to issue preferred shares because the preferred shares could be "misused" by the board to block a merger.