ADT 2012 Annual Report Download - page 31

Election of each Director requires the affirmative vote of a majority of the votes cast at the Annual Meeting
for the election of Directors, provided that in a “contested election” of directors, directors shall be elected by the
vote of a plurality of the votes cast. Proposal No. 2 requires the affirmative vote of a majority of the voting power
of the shares of stock present in person or represented by proxy and entitled to vote on the subject matter.
Proposal No. 3 requires that the votes cast in favor of the proposal exceed the votes cast against the proposal.
Proposal No. 4 will be determined by which of the options (i.e., every year, every two years, every three years)
receives a majority of the votes cast. Proposal No. 3 and Proposal No. 4 are advisory in nature and are non-
binding.
How does a stockholder submit a proposal for the 2014 Annual Meeting?
Rule 14a-8 of the Securities Exchange Act of 1934, or the “Exchange Act,” establishes the eligibility
requirements and the procedures that must be followed for a stockholder proposal to be included in a public
company’s proxy materials. Under the rule, if a stockholder wants to include a proposal in ADT proxy materials
for its 2014 Annual Meeting, the proposal must be received by ADT at its principal executive offices on or
before September 30, 2013 and comply with eligibility requirements and procedures. An ADT stockholder who
wants to present a matter for action at the 2014 Annual Meeting, but chooses not to do so under Exchange Act
Rule 14a-8, must deliver to ADT, at its principal executive offices, on or before November 14, 2013 and no later
than December 14, 2013, a written notice to that effect; provided, however, in the event that the date of the 2014
Annual Meeting is changed by more than 30 days from the anniversary date of the 2013 Annual Meeting, such
notice must be received not later than 120 calendar days prior to the 2014 Annual Meeting or 10 calendar days
following the date on which public announcement of the date of the 2014 Annual Meeting is first made. In either
case, as well as for stockholder nominations for Directors, the stockholder must also comply with the
requirements in the Company’s By-laws with respect to a stockholder properly bringing business before the
Annual Meeting. (You can request a copy of the By-laws from our Corporate Secretary.)
Can a stockholder nominate Director Candidates?
The Company’s By-laws permit stockholders to nominate Directors at the Annual Meeting. To make a
Director nomination at the 2014 Annual Meeting, you must submit a notice with the name of the candidate on or
before November 14, 2013 to the Corporate Secretary of ADT. The nomination and notice must meet all other
qualifications and requirements of the Company’s Board Governance Principles, By-laws and Regulation 14A of
the Exchange Act. The Nominating and Governance Committee of the Board of Directors evaluates all Director
nominee candidates in the same manner, regardless of the source of the recommendation. These standards are
discussed in further detail below at pages 16 to 17 under “Corporate Governance of the Company-Director
Nomination Process.” (You can request a copy of the nomination requirements from our Corporate Secretary.)
What constitutes a quorum?
In order to conduct business at the Annual Meeting it is necessary to have a quorum. The holders of record
of a majority of the voting power of the issued and outstanding shares of capital stock of the Company entitled to
vote at the Annual Meeting, present in person or represented by proxy, shall constitute a 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 voting 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 uninstructed shares on
“non-routine” matters pursuant to 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. 1 (Election of Directors),
Proposal No. 3 (Non-Binding Advisory Vote on Named Executive Officer Compensation) and Proposal No. 4
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