ADT 2009 Annual Report Download - page 26

What is the effect of broker non-votes and abstentions?
A broker non-vote occurs when a broker holding shares for a beneficial owner does not vote on a
particular agenda item because the broker does not have discretionary voting power for that particular
item and has not received instructions from the beneficial owner. Although brokers have discretionary
power to vote your shares with respect to ‘‘routine’’ matters, they do not have discretionary power to
vote your shares on ‘‘non-routine’’ matters pursuant to New York Stock Exchange (‘‘NYSE’’) rules. We
believe the following proposals will be considered non-routine under NYSE rules and therefore your
broker will not be able to vote your shares with respect to these proposals unless the broker receives
appropriate instructions from you: Proposal No. 3 (Election of Directors), Proposal No. 5 (Allocation
of Financial Results and Capital Reduction) and Proposal No. 6 (Approval of Amendment to Articles
of Association). Because of a change in NYSE rules, we note that, unlike at our previous annual
general meetings, your broker will not be able to vote your shares with respect to the election of
directors if you have not provided instructions to your broker. We strongly encourage you to submit
your proxy card and exercise your right to vote as a shareholder.
Common shares owned by shareholders electing to abstain from voting with respect to any agenda
item and broker non-votes will be regarded as present at the meeting and counted towards the
determination of the majority required to approve the agenda items submitted to the Annual General
Meeting. Therefore, abstentions and broker non-votes will have the effect of an ‘‘AGAINST’’ vote on
such agenda items.
How will voting on any other business be conducted?
Other than matters incidental to the conduct of the Annual 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 and such proxy holders will vote in accordance with the recommendations of
the Board of Directors.
Who will count the votes?
Broadridge Financial Solutions will act as the inspector of election and will tabulate the votes.
Important notice regarding the availability of proxy materials for the shareholder meeting to be held on
March 10, 2010:
Our proxy statement for the 2010 Annual General Meeting, form of proxy card and 2009 Annual
Report are available at www.proxyvote.com.
As permitted by Securities and Exchange Commission rules, Tyco is making this Proxy Statement
and its Annual Report available to its stockholders electronically via the Internet. On January 22, 2009,
we mailed to our stockholders a Notice containing instructions on how to access this proxy statement
and our Annual Report and vote online. If you received a Notice by mail, you will not receive a
printed copy of the proxy materials in the mail. Instead, the Notice instructs you on how to access and
review all of the important information contained in the Proxy Statement and Annual Report. The
Notice also instructs you on how you may submit your proxy over the Internet. If you received a Notice
by mail and would like to receive a printed copy of our proxy materials, you should follow the
instructions for requesting such materials contained on the Notice.
Returning Your Proxy Card to the Company
Tyco shareholders should complete and return the proxy card as soon as possible. In order to
assure that your proxy is received in time to be voted at the meeting, the proxy card must be
6 2010 Proxy Statement