ADT 2008 Annual Report Download - page 19

poll will be taken on each proposal to be put to the Annual
General Meeting.
How many votes do I have? Every holder of a common share on the record date will be
entitled to one vote per share for each Director to be elected
at the Annual General Meeting and to one vote per share on
each other matter presented at the Annual General Meeting.
On January 6, 2009, there were 473,275,987 common shares
outstanding and entitled to vote at the Annual General
Meeting.
What proposals are being presented at the Tyco intends to present proposals numbered one through
Annual General Meeting? three for shareholder consideration and voting at the Annual
General Meeting. These proposals are for:
• Election of the Board of Directors;
• Re-appointment of Deloitte & Touche LLP as the
independent auditors and authorization of the Audit
Committee of the Board to set the auditors’ remuneration.
• Amendments to the Company’s 2004 Stock and Incentive
Plan intended to ensure that certain awards under the plan
continue to qualify as ‘‘performance-based compensation’’
under U.S. federal tax rules; to expressly include two
additional metrics that may be used as performance
measures; to provide additional flexibility regarding the
types of equity that may be used for Director remuneration
purposes; and to make a clarifying amendment regarding
pay-outs of performance based awards.
Other than matters incident to the conduct of the Annual
General Meeting and those set forth in this Proxy Statement,
Tyco does not know of any business or proposals to be
considered at the Annual General Meeting. If any other
business is proposed and properly presented at the Annual
General Meeting, the proxies received from our shareholders
give the proxy holders the authority to vote on the matter at
their discretion.
How do I attend the Annual General All shareholders are invited to attend the Annual General
Meeting? Meeting. For admission to the Annual General Meeting,
shareholders of record should bring the admission ticket
attached to the enclosed proxy card to the Registered
Shareholders check-in area and a form of photo
identification, where their ownership will be verified. Those
who have beneficial ownership of common shares held by a
bank, brokerage firm or other nominee should come to the
Beneficial Owners check-in area. To be admitted, beneficial
owners must bring account statements or letters from their
banks or brokers showing that they own Tyco common shares
as of January 6, 2009 along with a form of photo
identification. Registration will begin at 8:00 a.m. Atlantic
2 2009 Proxy Statement