ADT 2012 Annual Report Download - page 28

entitled to vote at the Annual Meeting. If you receive the Notice by mail, you will not receive a printed copy of
the proxy materials unless you specifically request a printed copy.
All stockholders will have the ability to access the proxy materials on a website referred to in the Notice, to
download printable versions of the proxy materials from our website or to request and receive a printed copy of
the proxy materials from us. Instructions on how to access the proxy materials over the Internet or to request a
printed copy from us may be found on the Notice. If you receive paper copies of the proxy materials, a proxy
card will also be enclosed.
Who is entitled to vote?
January 16, 2013 is the record date for the Annual Meeting. On January 16, 2013, there were 232,594,054
shares outstanding and entitled to vote at the Annual Meeting. Stockholders registered in our share register at the
close of business on January 16, 2013 are entitled to vote at the Annual Meeting.
How many votes do I have?
Every holder of a common share on the record date will be entitled to one vote per share for each Director to
be elected at the Annual Meeting and to one vote per share on each other matter presented at the Annual Meeting.
What is the difference between holding shares as a stockholder of record and as a beneficial owner?
Most of our stockholders hold their shares through a stockbroker, bank or other nominee rather than directly
in their own name. As summarized below, there are some differences between shares held of record and those
owned beneficially.
Stockholder of Record
If your shares are registered directly in your name, as registered shares entitled to voting rights, in our share
register operated by our transfer agent, Wells Fargo Shareowner Services, you are considered, with respect to
those shares, the stockholder of record and the Notice or, if requested, hard copies of these proxy materials are
being sent to you directly by us. As the stockholder of record, you have the right to grant your voting proxy
directly to the Company officers named in the proxy card, or to grant a written proxy to any person (who does
not need to be a stockholder), or to vote in person at the Annual Meeting. If you have received hard copies of the
proxy materials, we have enclosed a proxy card for you to use in which you can elect to appoint Company
officers as proxies.
Beneficial Owner
If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the
beneficial owner of shares held in street name, and the Notice or, if requested, hard copies of these proxy
materials are being forwarded to you by your broker, bank or other nominee who is considered, with respect to
those shares, the stockholder of record. As the beneficial owner, you have the right to direct your broker, bank or
other nominee on how to vote your shares and are also invited to attend the Annual Meeting. However, since you
are not the stockholder of record, you may only vote these shares in person at the Annual Meeting if you follow
the instructions described below under the heading “How do I attend the Annual Meeting?” and “How do I
vote?” If you have received hard copies of the proxy materials, your broker, bank or other nominee has enclosed
a voting instruction card for you to use in directing your broker, bank or other nominee as to how to vote your
shares, which may contain instructions for voting by telephone or electronically.
How do I vote?
You can vote in the following ways:
•By Mail: If you are a holder of record and elect to receive a hard copy of your proxy materials, you can
vote by marking, dating and signing the appropriate proxy card and returning it by mail in the enclosed
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