The billionaire said in an open letter to shareholders that Apple has already done much of what he was seeking, by repurchasing $14 billion in shares in recent weeks.
Icahn's letter said he was "disappointed" by the recommendation against his plan from Institutional Shareholder Services.
But he maintained that "we do not altogether disagree with their assessment and recommendation in light of recent actions taken by the company to aggressively repurchase shares in the market."
Since last year, Icahn has been increasing his stake in Apple and pressing management to boost its share buyback as a way to boost the value of the stock, which has fallen from highs in 2012.
Last year, Apple agreed to a plan to return some $100 billion to shareholders including $60 billion in buybacks. Icahn, however, has talked about a bigger share buyback and made a formal, non-binding proposal to the tech giant's board of directors to add $50 billion to the buyback.
(Also see: Just bought another $500 million in Apple stock, tweets Icahn)
Icahn said the ISS report released Sunday indicated that Apple recently repurchased in "two weeks alone" $14 billion worth in shares, and that "for fiscal 2014, it appears on track to repurchase at least $32 billion in shares."
Our proposal, as ISS points out, "thus effectively only asks the board to spend another $18 billion on repurchases in the current year."
"In light of these actions, and ISS's recommendation, we see no reason to persist with our non-binding proposal, especially when the company is already so close to fulfilling our requested repurchase target," Icahn said in the letter released on his Shareholders' Square Table website.
(Also see: Carl Icahn says Apple holdings now over $3 billion, hits out at Cupertino again)
Icahn has a long history of taking positions in companies that give him the leverage to force changes in management or provide dividends to shareholders.For the latest tech news and reviews, follow Gadgets 360 on X, Facebook, WhatsApp, Threads and Google News. For the latest videos on gadgets and tech, subscribe to our YouTube channel. If you want to know everything about top influencers, follow our in-house Who'sThat360 on Instagram and YouTube.