��!E^�2��d�0����d�l�@��-K�MgX���D�i �c�Qx�&&�ڦ���D�繣��/�O������ , l� � We hold ourselves and our suppliers to the highest standards to be stewards of our environment and ensure that the world and our business are safe for the next generation. Ms. Whitman's roles as CEO of Hewlett Packard Enterprise, Hewlett-Packard Company, and eBay provide her extensive Consumer Industry/Retail and Digital, Technology, and Innovation experience, enabling her to contribute valuable perspective to the Board in these areas. ending June 30, 2020 was 180%. Holders of proxies solicited by this Proxy Statement will vote the proxies received by them as directed on the proxy card or, if no direction is made, for the election of the Board’s seven nominees. These services are actively monitored (both spending level and work content) by the Audit Committee to maintain the appropriate objectivity and independence in Deloitte's core work, which is the audit of the Company's consolidated financial statements. We also work collaboratively with other companies, interested individuals, and non-governmental organizations devoted to the promotion and protection of human rights. For 2019, Mr. Cook’s annual base salary was $3 million, and the annual base salary for each of our other named executive officers was $1 million. 4. Please refer to the materials provided to you by the UK and Ireland Plans for instructions and relevant deadlines. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: E88431-P31159 KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. The Compensation Committee met four times during 2019. That's why we attract, hire, and keep diverse people on our team so that we can better understand our world and our consumers. This practice helps ensure that our Directors can give appropriate time and attention to the affairs of the Company. We applied this measure to our global employee population as of September 28, 2019, the last day of our 2019 fiscal year, and annualized base salaries for permanent full-time and part-time employees that did not work the full year. PG lags on implementing its existing no-deforestation commitment, achieving RSPO certification for only one-third of its palm oil supply and retaining as its single largest palm kernel oil supplier a company that has not obtained RSPO certification since 2016. The proponent's proposal for an additional report does not ask the Company to undertake any new diversity or inclusion efforts, to support additional work, or to advocate for. Each of Proposals No. Oversees the Company's overall risk management process, focusing on accounting and financial controls, financial statement integrity, information security, cybersecurity, legal and regulatory compliance, tax policy and compliance, business continuity planning, and ethics and compliance programs, and routinely discusses the Company's risk profile, risk management, and exposure with management, internal auditors, and our independent registered public accounting firm. He also oversees the development of Apple Watch and drives the company’s health initiatives. Section 162(m) of the Internal Revenue Code generally places a $1 million limit on the amount of compensation a publicly held company can deduct in any tax year on compensation paid to “covered employees.” Prior to the passage of the 2017 Tax Cuts and Jobs Act, performance-based compensation paid to our “covered employees,” such as annual cash incentives and performance-based RSUs, was generally excluded from this $1 million deduction limit. An “uncontested election of directors” means an election of directors in which the number of candidates for election does not exceed the number of directors to be elected by the shareholders at that election. Cisco Systems, Inc.; Founder and Former Chief Executive Officer of Accompany, Inc. Peer Group for 2019 Compensation Decisions. We do not have any severance arrangements with our named executive officers, and none of the equity awards granted to the named executive officers under Apple’s equity incentive plans provide for acceleration in connection with a change of control or a termination of employment, other than as noted below in connection with death or disability. We do not have severance arrangements with any of our named executive officers. For FY 2019-20, the median of the annual total compensation of all employees of the company (other than our CEO) was $68,883, and the annual total compensation of our CEO was $22,905,128. The weighted-average exercise price is calculated based solely on the exercise prices of the outstanding options and do not reflect the shares that will be issued upon the vesting of outstanding awards of RSUs, which have no exercise price. The 2019 salary for Ms. Ahrendts reflects the portion earned through the date of her departure from Apple. The Board believes that continuing our focus and investment in these value-creating efforts within our workforce and communities is the best use of the Company's resources. Assumptions utilized in the model, which are evaluated and revised to reflect market conditions and experience, were as follows: Lattice-based option valuation models incorporate ranges of assumptions for inputs and those ranges are disclosed in the preceding table. Abstentions and broker non-votes will have no effect. The Committee approved an award of $3,348,180 for Ms. Ferguson-McHugh based on Family Care and P&G Ventures business results that exceeded target goals. serves the Company and its shareholders. Title 17 of the Code of Federal Regulations. products and marketing campaigns that might resonate with consumers, This experience supports the Company's goals of strong Board and, experience at WellPoint enables her to provide valuable insight about risk management and governance matters, particularly as it pertains to the, sector, to the Board. The target goals represented a level of performance that would be challenging to achieve based on the considerations noted above, but also representing strong financial performance commensurate with the target payout opportunity. We have created a series of films from P&G and our brands, and have also sponsored several events, that help bring needed attention and support to the populations most disproportionately affected by the pandemic. We strongly believe increasing the potential level of Board representation to the greater of two directors and 20% of the Board could have unintended effects that could negatively impact shareholder value, including promoting the use of proxy access to lay the groundwork for effecting a change of control; encouraging the pursuit of special interests at the expense of a holistic, long-term strategic view; or otherwise disrupting the effective functioning of the Board. Apple’s environmental leadership has been widely recognized. understand and anticipate evolving marketing practices. Board of Trustees, University of Southern California, Board of Directors, Los Angeles Philharmonic Association. Time-based RSUs provide for partial accelerated vesting of the RSUs scheduled to vest on the next applicable vesting date following termination of employment due to disability and for full accelerated vesting upon death. 20% of 8, rounding down to the nearest whole number is 1. We utilize an industry standard lattice-based valuation model to calculate the fair value for stock options granted. We are a market leader in responsible business practices and reporting. The compensation of our named executive officers has three primary components: annual base salary, annual cash incentive, and long-term equity awards. We reserve the right to revoke admission privileges or to eject an attendee for behavior likely to cause damage, injury, disruption, or annoyance or for failure to comply with reasonable requests or the rules of conduct for the meeting, including time limits applicable to attendees who are permitted to speak. Advisory vote to approve executive compensation The Board of Directors recommends a vote AGAINST For Against Abstain Proposals 4, 5 and 6. The Audit and Finance Committee is responsible for the appointment, compensation, retention, and oversight of the work performed by Apple’s independent registered public accounting firm, Ernst & Young LLP. results and to encourage collaboration among the business units. 3,4,5. The Company received negative attention from 115 NGOs for sourcing pulp from forests that serve as a substantial global carbon sink. All other RSUs granted to employees have dividend equivalent rights, which entitle RSU holders to the same dividend value per share as our shareholders. She previously served as a Director of Revlon, Inc. from 2006 to 2015, WGL Holdings, Inc. from 2000 to 2018, and Twitter, Inc. from 2016 to 2019. Boards should develop management incentive structures that are aligned with the long-term strategy of the company. The Board recommends that P&G shareholders support the A&R Plan for the following reasons: beneficial interest in P&G and participate in the growth and success of the Company. We believe that the compensation of our named executive officers reflects and rewards their contributions to Apple’s success and demonstrates alignment with Apple’s annual financial results and the interests of our shareholders.

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