ADT 2011 Annual Report Download - page 20

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 relative
majority of the votes cast (in person or by proxy) at the Annual General Meeting.
• Amendments to our Articles of Association to reflect (i) new Swiss legal regulations regarding the
custody and transfer of shares by book-entry and (ii) the change in our registered seat in Switzerland
from Schaffhausen to the neighboring city of Neuhausen am Rheinfall.
Amendments to Article 1 of our Articles of Association (which sets forth our registered seat in
Switzerland) require the affirmative vote of two-thirds of the votes cast (in person or by proxy) at
the Annual General Meeting. Amendments to Article 7 of our Articles of Association (regarding
share certificates) require the affirmative vote of a relative majority of the votes cast (in person or
by proxy) at the Annual General Meeting.
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) and Proposal No. 6 (Advisory
(Consultative) Vote on Executive Compensation).
Common shares owned by shareholders electing to abstain from voting or submitting blank votes
with respect to the election of directors will be regarded as present at the meeting and counted in the
determination of the absolute majority required to approve the election of directors and to approve the
election and ratification of our auditors. Therefore, abstentions and blank votes will have the effect of
an ‘‘AGAINST’’ vote on such agenda items. Pursuant to our Articles of Association, abstentions, broker
non-votes, blank and invalid votes are disregarded for purposes of determining the majority for agenda
items requiring the approval of a relative majority of votes cast.
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
6 2012 Proxy Statement