ADT 2010 Annual Report Download - page 14

The amendments to our articles of association to re-authorize the issuance of share capital for new
issuance requires the affirmative vote of two thirds of the votes present (in person or by proxy) at
the Annual General Meeting.
• Approval of the cancellation of repurchased treasury shares.
The cancellation of shares that have been repurchased and held in treasury, which will result in a
reduction to the Company’s share capital, requires the affirmative vote of a majority of the votes
present (in person or by proxy) at the Annual General Meeting.
• Non-binding advisory (consultative) vote to approve executive compensation and the frequency of
such vote.
The advisory (consultative) vote on executive compensation is non-binding, meaning that our
Board of Directors will not be obligated to take any compensation actions, or to adjust our
executive compensation programs or policies as a result of the vote. Notwithstanding the advisory
nature of the vote, the resolution will be considered passed with the affirmative vote of a majority
of the votes present (in person or by proxy) at the Annual General Meeting.
The advisory (consultative) vote on whether to present the executive compensation proposal every
one, two or three years is also a non-binding vote. Our Articles of Association state that, unless
otherwise required by law, all votes (with the exception of a contested Board election) require the
affirmative vote of a relative majority of the votes cast. In determining the relative majority,
abstentions, broker non-votes, and blank or invalid ballots are disregarded. Accordingly, if there is
not an option that receives more votes than the other two options taken together, the Board will
re-submit the two options with the highest votes for an advisory (consultative) vote to the next
annual meeting of shareholders.
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 other 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.
What constitutes a quorum?
Our Articles of Association provide that all resolutions and elections made at a shareholders’
meeting require the presence, in person or by proxy, of a majority of all shares entitled to vote, with
abstentions, broker non-votes, blank or invalid ballots regarded as present for purposes of establishing
the quorum.
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.b (Approval
of Ordinary Dividend), Proposal No. 8a (Advisory (Consultative) Vote on Executive Compensation)
and Proposal No. 8b (Advisory (Consultative) Vote on the Frequency of the Executive Compensation
Vote).
6 2011 Proxy Statement