SEC mixes message on Apple shareholder proposals, activists say

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BOSTON (Reuters) – Apple Inc was allowed to disregard one activist shareholder proposal on greenhouse gas emissions but told to hold a vote on another concerning human rights issues, in closely watched securities rulings that tested new guidance from U.S regulators.

The split decision in December left investor activists with questions about how the U.S. Securities and Exchange Commission is applying the guidance that Apple (AAPL.O) cited as it sought to skip both proposals.

“It’s confusing to shareholders,” said Christine Jantz, president of a Boston asset management firm, of the SEC’s reasoning. Jantz submitted the unsuccessful proposal on emissions and said it was similar to one the SEC allowed elsewhere last year.

SEC staff on Nov. 1 gave companies potentially more room to disregard shareholder proposals related to “ordinary business,” so that investors are not micro-managing executives. Apple quickly cited the new guidance.

An SEC spokeswoman declined to comment on the Apple decisions.

Apple representatives did not immediately comment.

The world’s largest consumer technology company released a proxy filing on Dec. 27 which included the human rights vote. It set its annual shareholder meeting for Feb. 13.

Jantz had asked Apple’s board to report on how it could cut greenhouse gas emissions by a fixed date. Among other things Apple told the SEC it wanted to skip the proposal because it was already “taking steps toward a more sustainable future” such as by using greener materials.

In a Dec. 21 letter the SEC sided with Apple, citing its rules on ordinary business.

“In our view, the Proposal seeks to micromanage the company by probing too deeply into matters of a complex nature,” the letter states.

Apple also cited the new guidance in seeking to exclude a proposal by investor Jing Zhao calling for the creation of a “human rights committee” to address topics like censorship.

Apple said its board and management “firmly believe that human rights are an integral component” of its operations.

The SEC turned down’s Apple’s request in a separate Dec 21 letter. For one thing, the SEC said, Apple’s board analysis “does not explain why this particular proposal would not raise a significant issue for the Company.”

In its proxy Apple’s board recommends investors vote against Zhao’s measure, noting steps it already takes on rights and that when it comes to doing business in countries like China, “we must follow applicable law wherever we do business.”

Reporting by Ross Kerber in Boston; Editing by Andrew Hay