Apple Inc. (NASDAQ:AAPL) has filed a proxy statement with the Securities and Exchange Commission telling shareholders that they should vote against the proposal being brought by Carl Icahn. The activist investor has been pushing the company to increase its share buyback tremendously.

Icahn Apple

Apple, Icahn heading for all-out proxy war?

Months ago, Icahn started pushing Apple CEO Tim Cook to buy back $150 billion worth of the company’s stock as soon as possible. Earlier this month, he filed a non-binding proposal for shareholders which, if it passed, would essentially recommend that Apple Inc. (NASDAQ:AAPL) increase the amount of its share buyback by $50 billion. That proposal wouldn’t actually require Apple to do anything, however.

Icahn’s proposal is one of 11 which Apple shareholders will vote on at the annual shareholder meeting on Feb. 28. Apple Inc. (NASDAQ:AAPL) files a proxy statement like the one on Friday every year, explaining compensation for board members and executives as well as discussing the items which will be up for a vote at the shareholder meeting.

Apple says it needs its war chest

In the statement, Apple Inc. (NASDAQ:AAPL) emphasized that its board and management are not only considering options in terms of returning more cash to shareholders but also seeking out shareholder input on the topic. Then it returns shareholders’ attention to what made Apple such a profitable company to invest in: innovation.

The company says because of its track record of making “breakthrough products and services” it has already “created tremendous value” for its shareholders. It also states that in order to remain competitive in the technology space, which requires constant innovation and plenty of cash, Apple needs the financial flexibility it currently has.

 Apple says it’s committed to returning cash

Then Apple Inc. (NASDAQ:AAPL) reminds shareholders that its board did increase its dividend and share buyback earlier this year. Share repurchase authorization was increased to $60 billion, and the company has spent nearly half of that amount—$23 billion—buying back shares during the 2013 fiscal year. Apple did not indicate how much it plans to spend buying back shares in the current (2014) fiscal year.