TO: ALL PERSONS OR ENTITIES WHO OR WHICH HELD SHARES OF APPLE INC. ("APPLE" OR THE "COMPANY") COMMON STOCK AS OF THE CLOSE OF TRADING ON APRIL 29, 2024.
THIS NOTICE RELATES TO THE PENDENCY AND PROPOSED SETTLEMENT OF SHAREHOLDER DERIVATIVE LITIGATION. PLEASE READ THIS NOTICE CAREFULLY AND IN ITS ENTIRETY. IF YOU ARE A CURRENT APPLE SHAREHOLDER, THIS NOTICE CONTAINS IMPORTANT INFORMATION ABOUT YOUR RIGHTS.
THIS ACTION IS NOT A "CLASS ACTION." THUS, THERE IS NO COMMON FUND UPON WHICH YOU CAN MAKE A CLAIM FOR MONETARY PAYMENT. IF YOU DO NOT OBJECT TO THE TERMS OF THE PROPOSED SETTLEMENT OR THE AMOUNT OF ATTORNEYS' FEES AND EXPENSES DESCRIBED IN THIS NOTICE, YOU ARE NOT OBLIGATED TO TAKE ANY ACTION.
The purpose of this Notice is to inform you of: (i) the pendency of the shareholder derivative action brought on behalf of Apple Inc. ("Apple" or the "Company"), styled as In re Apple Inc. Stockholder Derivative Litiga tion , Case No. 4:19-cv-05153-YGR (the "Federal Action") , pending in the United States District Court for the Northern District of California, Oakland Division (the "Federal Court"); the shareholder derivative action brought on behalf of Apple pending in the Superior Court of the State of California, County of Santa Clara (the "California Court"), styled as In re Apple Inc. Stockholder Derivative Litigation , Lead Case No. 19CV355213 (the "California Action"), and a factually-related litigation demand on Apple's board of directors (the "Demand" and, together with the Federal Action and California Action, the "Actions"); and (ii) a proposed settlement of the Actions (the "Settlement"), subject to approval of the Federal Court.
The terms of the settlement are set forth in an Amended Stipulation and Agreement of Compromise, Settlement, and Release dated April 29, 2024 (the "Amended Stipulation"). 1 This notice should be read in conjunction with, and is qualified in its entirety by reference to, the text of the Amended Stipulation, which has been filed with the U.S. District Court for the Northern District of California. A link to the text of the Amended Stipulation and the full-length Notice of Pendency and Proposed Settlement of Shareholder Derivative Actions may be found on the "Investor Relations" section of Apple's website, investor.apple.com .
Under the terms of the Amended Stipulation, as a part of the proposed Settlement, Apple will adopt and/or implement corporate governance reforms, which are attached as Exhibit A to the Amended Stipulation ("Enhancements"). All Parties agree the Enhancements confer substantial benefits upon Apple and its shareholders. In addition, Apple's Board, including each of its independent, non-employee directors (including the members of the DEC), advised by outside counsel for the Company, has unanimously approved a resolution reflecting the Board's determination, in the good faith exercise of its business judgment, that the Settlement confers substantial benefits upon Apple and its shareholders, and that the Settlement and each of its terms are fair and reasonable and serve the best interests of Apple and its shareholders.
In light of the substantial benefits conferred upon Apple by Plaintiffs' Counsel's efforts, Apple shall pay or cause to be paid attorneys' fees and expenses to Plaintiffs' Counsel in the agreed amount of $6,000,000 (the "Fee and Expense Amount"), subject to Court approval. Plaintiffs' Counsel will apply to the Court for service awards of $5,000 ("Service Awards") to each of the Plaintiffs to be drawn from the Fee and Expense Amount.
A Settlement Fairness Hearing will be held on July 16, 2024 at 2:00 p.m., before the Honorable Yvonne Gonzalez Rogers at the United States District Court for the Northern District of California, Oakland Courthouse, Courtroom 1 – Fourth Floor, 1301 Clay Street, Oakland, CA 94612. At the Settlement Fairness Hearing, the Federal Court will, among other things: (i) determine whether the proposed Settlement on the terms and conditions provided for in the Amended Stipulation is fair, reasonable, and adequate to Apple and its shareholders, and should be approved; (ii) determine whether the Judgment, substantially in the form attached as Exhibit C to the Amended Stipulation, should be entered dismissing the Federal Action with prejudice; (iii) determine whether the agreed-to Fee and Expense Amount and Service Awards should be approved; and (iv) consider any other matters that may properly be brought before the Federal Court in connection with the Settlement.
Any Current Apple Shareholder who or which continues to own shares of Apple common stock as of July 16, 2024, the date of the Settlement Fairness Hearing, has a right, but is not required to, appear and to be heard at the Settlement Fairness Hearing. Any Current Apple Shareholder who satisfies this requirement may enter an appearance through counsel of such shareholder's own choosing and at such shareholder's own expense, or may appear on their own. However, you shall not be heard at the Settlement Hearing unless you have filed with the Court, no later than July 2, 2024, a written notice of objection containing the following information: (i) clear identification of the case name and case number, In re Apple Inc. Stockholder Derivative Litigation , Case No. 4:19-cv-05153-YGR; (ii) the name, address, and telephone number of the objector and must be signed by the objector; (iii) whether the objector is represented by counsel and, if so, the name, address, and telephone number of his, her, or its counsel; (iv) a specific, written statement of the objection(s) and the specific reason(s) for the objection(s), including any legal and evidentiary support the objector wishes to bring to the Court's attention, and if the objector indicates that he, she, or it intends to appear at the Settlement Fairness Hearing, the identity of any witnesses the objector may call to testify and any exhibits the objector intends to introduce into evidence at the hearing; and (v) documentation sufficient to prove that the objector owned shares of Apple common stock as of the close of trading on April 29, 2024 and continues to hold Apple stock continuously through the date of the Settlement Fairness Hearing.
If you wish to object to the proposed Settlement, you must file the written objection described above with the Court on or before July 2, 2024. All written objections and supporting papers must be filed with the Office of the Clerk of the Court, United States District Court for the Northern District of California, Oakland Division, 1301 Clay Street, Oakland, California 94612, or by filing them in person at any location of the United States District Court for the Northern District of California. Current Apple Shareholders who or which file and serve a timely written objection and wish to be heard orally at the Settlement Fairness Hearing, must also mail a notice of appearance to the Office of the Clerk of the Court, United States District Court for the Northern District of California, Oakland Division, at the address set forth above, or file it in person at any location of the United States District Court for the Northern District of California. Any notice of appearance must also be filed on or before July 2, 2024.
All written objections and supporting papers must also be served to each of the following Parties' counsel so that they are received on or before July 2, 2024 :
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| Counsel for Plaintiffs: | Counsel for Defendants: |
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Craig W. Smith
ROBBINS LLP
5060 Shoreham Place, Suite 300
San Diego, CA 92122
Telephone: (619) 525-3990
csmith@robbinsllp.com
| James N. Kramer
Orrick, Herrington & Sutcliffe LLP
405 Howard Street
San Francisco, CA 94105
Telephone: (415) 773-5900
jkramer@orrick.com |
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David C. Katz
Weiss Law
305 Broadway, 7th Floor
New York, NY 10007
Telephone: (212) 682-3025
dkatz@weisslawllp.com | |
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Unless the Federal Court orders otherwise, any Current Apple Shareholder who or which does not make his, her, or its objection in the manner set forth above will be deemed to have waived and forfeited his, her, or its right to object to any aspect of the proposed Settlement; (i) be forever barred and foreclosed from objecting to the fairness, reasonableness, or adequacy of the Settlement; and (ii) be deemed to have waived and be forever barred and foreclosed from being heard, in this or any other proceeding, with respect to any matters concerning the Settlement; but shall otherwise be bound by the Judgment to be entered, and the Releases to be given by the Settlement.
This Notice summarizes the proposed Settlement. For the precise terms and conditions of the Settlement, please see the Amended Stipulation available at the "Investor Relations" section of Apple's website, investor.apple.com . You may also view a copy of the Amended Stipulation by accessing the Court docket in the Federal Action, for a fee, through the Court's Public Access to Court Electronic Records (PACER) system at https://ecf.cand.uscourts.gov, or by visiting the Office of the Clerk of the Court, United States District Court for the Northern District of California, Oakland Courthouse, 1301 Clay Street, Oakland, CA 94612, between 9:00 a.m. and 4:00 p.m., Monday through Friday, excluding Court holidays. If you have questions regarding the Actions or the Settlement, you may write, call, or email Federal Plaintiffs' counsel: Craig W. Smith, Robbins LLP, 5060 Shoreham Place, Suite 300, San Diego, CA 92122, 619-525-3990, csmith@robbinsllp.com, or David C. Katz, Weiss Law LLP, 305 Broadway, 7th Floor, New York, NY 10007, 212-682-3025, dkatz@weisslawllp.com.
PLEASE DO NOT TELEPHONE THE COURT OR THE OFFICE OF THE CLERK OF THE COURT TO INQUIRE ABOUT THIS SETTLEMENT.
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| Dated: May 3, 2024 | By Order of the Court
United States District Court
Northern District of California,
Oakland Division |
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1 All capitalized terms herein have the same meanings as set forth in the Amended Stipulation.
