proxy

Apple's Tim Cook to billionaire Carl Icahn: Step aside

December 28, 2013: 11:16 AM ET

In Friday's proxy statement, Apple ignored Icahn and spoke directly to its serious investors.

Cook and Icahn

Cook and Icahn

FORTUNE -- We don't know what Apple's (AAPL) CEO said to Wall Street's favorite activist investor at their "meet and tweet" dinner last September -- the one where Carl Icahn says he "pushed hard for a 150 billion buyback."

But on Friday we got the company's official response -- one that was approved, if not drafted, by Tim Cook. It's buried on p. 62 of a 65-page preliminary proxy statement.

Not surprisingly, the board of directors recommends that shareholders vote AGAINST (emphasis Apple's) a proposal that would commit the company to repurchasing the amount of shares Icahn wanted -- cut after that dinner from $150 billion worth (representing all of Apple's accumulated cash) to a minimum of $50 billion in 2014.

Even at $50 billion, that's roughly twice what Apple was already on track to spend in one of the largest buybacks in corporate history.

But Apple's statement goes further, telling Icahn and the rest of Apple's investors in no uncertain terms -- using language that sounds a lot like the way Tim Cook talks -- that Apple is playing in the big leagues and that it knows what it's doing better than any tweet-writing corporate raider who's just trying to increase the value of shares he's owned for less than a year.

After a brief, pro forma paragraph about "seeking input from shareholders," Apple's Statement in Opposition to Proposal No. 10 gets serious:

The Company's success stems from the Company's unique ability to combine world-class skills in hardware, software and services to deliver innovative products that create new markets and delight hundreds of millions of customers. This success has created tremendous value for the Company's shareholders.

With breakthrough products and services such as the Mac, iPod, iPhone, iPad and App Store, the Company has created huge market opportunities, and the Board and management team believe the opportunities that lie ahead are just as exciting. Given such large and global markets, the Company competes with large companies around the world, many with their own significant technical capabilities and significant capital. This dynamic competitive landscape and the Company's rapid pace of innovation require unprecedented investment, flexibility and access to resources...

In the first six quarters of the capital return program, dividend payments and share repurchases totaled over $43 billion. Dividends and share repurchases must be funded by domestic cash, and the Company has returned to shareholders or invested all of the domestic cash generated by its business and raised through the issuance of debt since the beginning of the program.

In other words, forget about it Carl. We'll do what serves our long-term interests, not yours. Meanwhile, we've got bigger fish to fry.

See also: How much leverage does Carl Icahn really have over Apple?

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