ADT 2008 Annual Report Download - page 21

copy of each document be mailed to all shareholders at the
shared address in the future. In addition, if you are the
beneficial owner, but not the record holder, of Tyco’s
common shares, your broker, bank or other nominee may
deliver only one copy of the Proxy Statement, Annual Report
and Form 10-K to multiple shareholders who share an
address unless that nominee has received contrary
instructions from one or more of the shareholders. Tyco will
deliver promptly, upon written or oral request, a separate
copy of the Proxy Statement, Annual Report and Form 10-K
to a shareholder at a shared address to which a single copy of
the documents was delivered. Shareholders who wish to
receive a separate written copy of the Proxy Statement,
Annual Report and Form 10-K, now or in the future, should
submit their request to Tyco by telephone at [phone]
or by submitting a written request to Tyco Shareholder
Services, Tyco International Ltd., Second Floor, 90 Pitts Bay
Road, Pembroke HM 08, Bermuda.
What constitutes a quorum? The presence, in person or by proxy, of the holders of a
majority of the common shares outstanding and entitled to
vote at the Annual General Meeting constitutes a quorum for
the conduct of business.
What vote is required in order to approve The affirmative vote of a majority of the common shares
each proposal? represented and voting at the Annual General Meeting is
required for election of Directors, the re-appointment of
Tyco’s independent auditors and authorization of the Audit
Committee of the Board to set the auditors’ remuneration,
and the amendments to the Company’s 2004 Stock and
Incentive Plan. Pursuant to Bermuda law, (i) common shares
which are represented by ‘‘broker non-votes’’ (i.e., common
shares held by brokers which are represented at the Annual
General Meeting but with respect to which the broker is not
empowered to vote on a particular proposal) and
(ii) common shares which abstain from voting on any matter,
are not included in the determination of the common shares
voting on such matter, but are counted for quorum purposes.
How will voting on any other business be Other than matters incident to the conduct of the Annual
conducted? General Meeting and those set forth in this Proxy Statement,
we do 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.
Who will count the votes? BNY Mellon Shareowner Services will act as the inspector of
election and will tabulate the votes.
4 2009 Proxy Statement