ADT 2012 Annual Report Download - page 32

(Non-Binding Advisory Vote on Frequency of Advisory Vote on Named Executive Officer Compensation).
Broker non-votes will have no effect on the outcomes of Proposal No. 1, Proposal No. 3 or Proposal No. 4.
Shares owned by stockholders electing to abstain from voting and broker non-votes will be regarded as
present at the meeting for purposes of determining whether a quorum is present. Votes cast shall exclude
abstentions and therefore abstentions will have no effect on Proposal No. 1, Proposal No. 3 or Proposal No. 4,
but abstentions will have the effect of an “AGAINST” vote on Proposal No. 2 (Ratification of the appointment of
Deloitte & Touché LLP as ADT’s Independent Registered Public Accounting Firm for 2013).
What happens if a nominee for director declines or is unable to accept election?
Our Board of Directors does not contemplate that any of the nominees will be unable to serve as a director,
but if that contingency should occur prior to the voting of the proxies, the persons named in the proxy card
reserve the right to vote for such substitute nominee or nominees as they, in their discretion, may determine.
Therefore, if you vote by proxy, and if unforeseen circumstances make it necessary or desirable for our Board of
Directors to substitute another person for a director nominee, we will vote your shares for that other person.
How will voting on any other business be conducted?
Other than matters incidental to the conduct of the Annual Meeting and those set forth in this Proxy
Statement, we do not know of any other business or proposals to be considered at the Annual Meeting. If any
other business is proposed and properly presented at the Annual Meeting, the proxies received from our
stockholders 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.
Who will count the votes?
Broadridge Financial Solutions, Inc. will act as the inspector of election and will tabulate the votes.
Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting To Be Held on
March 14, 2013:
Our Proxy Statement for the 2013 Annual Meeting, form of proxy card and 2012 Annual Report are
available at www.proxyvote.com.
As permitted by SEC rules, ADT is making this Proxy Statement and its Annual Report available to its
stockholders electronically via the Internet. On January 28, 2013, we mailed to our stockholders of record a
Notice containing instructions on how to access this Proxy Statement and our Annual Report and vote online. If
you received a Notice by mail, you will not receive a printed copy of the proxy materials in the mail. Instead, the
Notice instructs you on how to access and review all of the important information contained in the Proxy
Statement and Annual Report. The Notice also instructs you on how you may submit your proxy over the
Internet. If you received a Notice by mail and would like to receive a printed copy of our proxy materials, you
should follow the instructions for requesting such materials contained on the Notice.
Costs of Solicitation
The cost of solicitation of proxies will be paid by ADT. ADT has engaged MacKenzie Partners, Inc. as the
proxy solicitor for the Annual Meeting for an approximate fee of $10,000, plus reasonable out-of-pocket
expenses. In addition to the use of the mails, certain Directors, officers or employees of ADT may solicit proxies
by telephone or personal contact. Upon request, ADT will reimburse brokers, dealers, banks and trustees or their
nominees for reasonable expenses incurred by them in forwarding proxy materials to beneficial owners of our
common stock.
-6-