ADT 2011 Annual Report Download - page 26

PROPOSAL NUMBER THREE—ELECTION OF DIRECTORS
Upon the recommendation of the Nominating and Governance Committee, the Board has
nominated for election at the 2012 Annual General Meeting a slate of twelve nominees, all of whom
are currently serving on the Board. The nominees are Ms. Wijnberg, Drs. O’Neill and Stavropoulos and
Messrs. Breen, Daniels, Donahue, Duperreault, Gordon, Gupta, Krol, Paliwal and Yost. Biographical
information regarding each of the nominees is set forth below. The election of Directors will take place
at the Annual General Meeting. Election of each Director requires the affirmative vote of an absolute
majority of the votes cast by the holders of common shares represented at the Annual General Meeting
in person or by proxy (so long as the number of candidates does not exceed the number of Board
positions available), whereby blank votes and abstentions are included in establishing the number of
votes cast. Shareholders are entitled to one vote per share for each of the Directors to be elected. Tyco
is not aware of any reason why any of the nominees will not be able to serve if elected. In accordance
with our Articles of Association, the term of office for members of the Board of Directors commences
upon election and terminates on the first Annual General Meeting of Shareholders following election.
As previously announced, the Board recently approved a plan to separate the Company into three
independent, publicly traded companies through a tax-free pro-rata distribution to shareholders of all
the equity in the flow control and North American residential security businesses of the Company (the
‘‘Separation’’). Upon completion of the Separation, Mr. Breen is expected to remain as non-executive
chairman of the Board of the Company, a director of the flow control company, and a consultant to
the North American residential security company. In addition, current Tyco directors are expected to
serve on the boards of each of the three companies.
Current Directors Nominated for Re-Election
Edward D. Breen—Mr. Breen, age 55, has been our Chairman and Chief Executive Officer since
July 2002. Prior to joining Tyco, Mr. Breen was President and Chief Operating Officer of Motorola
from January 2002 to July 2002; Executive Vice President and President of Motorola’s Networks Sector
from January 2001 to January 2002; Executive Vice President and President of Motorola’s Broadband
Communications Sector from January 2000 to January 2001; Chairman, President and Chief Executive
Officer of General Instrument Corporation from December 1997 to January 2000; and, prior to
December 1997, President of General Instrument’s Broadband Networks Group. Mr. Breen was a
director of McLeod USA Incorporated from 2001 to 2005 and Comcast Corporation from 2005
to 2011. Mr. Breen is a member of the Advisory Board of New Mountain Capital LLC, a private equity
firm. Mr. Breen’s extensive experience and leadership in the communications and technology
equipment industries, including the cable and broadband industries, and his service as our Chief
Executive Officer since 2002, render him qualified to serve as one of our directors
Michael E. Daniels—Mr. Daniels, age 57, joined our Board in March 2010 and before that served
as a consultant to the Board for a period of six months. He is the Senior Vice President of the Global
Technology Services group of International Business Machines Corporation, a business and IT services
company with operations in more than 160 countries around the world. In his current role at IBM,
Mr. Daniels has worldwide responsibility for IBM’s Global Services business operations in outsourcing
services, integrated technology services, maintenance, and Global Business Services, the consulting and
applications management arm of Global Services. Since joining IBM in 1976, Mr. Daniels has held a
number of leadership positions in sales, marketing, and services, and was general manager of several
sales and services businesses, including IBM’s Sales and Distribution operations in the United States,
Canada and Latin America, its Global Services team in the Asia Pacific region, Product Support
Services, Availability Services, and Systems Solutions. Mr. Daniels is a graduate of the Holy Cross
College in Massachusetts with a degree in political science, and is also a trustee of Holy Cross.
Mr. Daniels’ qualifications to serve on our board include his extensive global business experience with
IBM, his sales, marketing and services expertise and his deep understanding of enterprise technology.
12 2012 Proxy Statement