ADT 2011 Annual Report Download - page 19

nominee to request that only a single 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 and Annual Report 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 and Annual Report 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 and Annual Report, 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., Freier Platz 10, CH-8200 Schaffhausen,
Switzerland.
What proposals are being presented at the Annual General Meeting and what vote is required to approve each
proposal?
Tyco intends to present proposals numbered one through seven for shareholder consideration and
voting at the Annual General Meeting. These proposals are for:
• Approval of the Annual Report, including Tyco’s financial statements.
The approval of each of the annual report, parent company financial statements of Tyco
International Ltd. and consolidated financial statements for the year ended September 30, 2011
requires the affirmative vote of a relative majority of the votes cast (in person or by proxy) at the
Annual General Meeting.
• Discharge of the Board of Directors from liability for the financial year ended September 30, 2011.
The discharge of the Board of Directors requires the affirmative vote of a relative majority of the
votes cast (in person or by proxy) at the Annual General Meeting, not counting the votes of any
member of the Company’s Board of Directors or any executive officer of the Company or any
votes represented by the Company.
• Election of the Board of Directors.
The election of each director nominee requires the affirmative vote of an absolute majority (or in
the event of a contested election, a plurality) of the votes cast (in person or by proxy) at the
Annual General Meeting (whereby votes cast include blank votes and abstentions).
• Election and ratification of auditors.
Each of the election of Deloitte AG (Z¨ urich) as our statutory auditor, the ratification of the
appointment of Deloitte & Touche LLP as our independent registered public accounting firm, and
the election of PricewaterhouseCoopers AG, Z¨ urich as our special auditing firm requires the
affirmative vote of an absolute majority of the votes cast at the Annual General Meeting (whereby
votes cast include blank votes and abstentions).
• The allocation of fiscal year 2011 results, the consolidation of reserve accounts and the approval of
an ordinary dividend out of the Company’s capital contribution reserve.
The allocation of fiscal year 2011 results, the consolidation of reserve accounts and the approval of
an ordinary dividend require the affirmative vote of a relative majority of the votes cast (in person
or by proxy) at the Annual General Meeting.
• Non-binding advisory (consultative) vote to approve executive compensation.
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
2012 Proxy Statement 5