ADT 2012 Annual Report Download - page 43

• loyalty and commitment to driving the success of ADT;
• an ability to take tough positions while at the same time working as a team player; and
• individual backgrounds that provide a portfolio of experience and knowledge commensurate with our
needs.
Invitations to director nominees for a position on the Board of Directors will be extended by the Chair of the
Nominating and Governance Committee after discussion with the Chairman of the Board of Directors and the
Chief Executive Officer and agreement by the Board of Directors. The Board of Directors will consider
nominations submitted by stockholders.
PROPOSAL NUMBER ONE—ELECTION OF DIRECTORS
Upon the recommendation of the Nominating and Governance Committee, the Board of Directors has
nominated for election at the 2013 Annual Meeting a slate of nine nominees, all of whom are currently serving
on the Board. The nominees are Mses. Heller and Hyle and Messrs. Colligan, Donahue, Dutkowsky, Gordon,
Gursahaney, Meister and Paliwal. Biographical information regarding each of the nominees is set forth below.
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. Stockholders are entitled to one vote per share for each of the Directors to be
elected. ADT is not aware of any reason why any of the nominees will not be able to serve if elected. Directors
shall hold office until the next annual meeting of stockholders and until his or her successor is elected and
qualified, subject, however, to prior death, resignation, retirement, disqualification or removal from office.
Current Directors Nominated for Re-Election
Thomas Colligan (age 68)—Mr. Colligan has been a member of our Board of Directors since the
Separation on September 28, 2012. Mr. Colligan served as Vice Dean of the Wharton School’s Aresty Institute of
Executive Education at the University of Pennsylvania, where he was responsible for the non-degree executive
education programs from July 2007 until his retirement in June 2010. Prior to that he was a managing director at
Duke Corporate Education for two years. From 2001 to 2004, Mr. Colligan was Vice Chairman of
PricewaterhouseCoopers LLP (“PwC”) and he served PwC in other capacities, including Partner, from 1969 to
2004. Mr. Colligan is also presently a director of CNH Global, a manufacturer of construction and farming
equipment, from 2011; Office Depot, a distributor of office supplies, from 2010; and the private company
Targus, from 2010. He previously served on the boards of Schering Plough Corporation from 2005 to 2009;
Educational Management Corporation from 2006 to 2007; and Anesiva, Inc. from 2004 to 2008. Mr. Colligan
has a Bachelor of Science in Accounting from Fairleigh Dickinson University. Mr. Colligan is a Certified Public
Accountant and a member of the American Institute of Certified Public Accountants. Mr. Colligan’s
qualifications to serve on our Board include his experience with audit and financial issues.
Timothy Donahue (age 64)—Mr. Donahue has been a member of our Board of Directors since the
Separation on September 28, 2012. Prior to his retirement, Mr. Donahue was Executive Chairman of Sprint
Nextel Corporation from August 2005 to December 2006. He served as President and Chief Executive Officer of
Nextel Communications, Inc. from 1999. He began his career with Nextel in January 1996 as President and Chief
Operating Officer. Before joining Nextel, Mr. Donahue served as Northeast Regional President for AT&T
Wireless Services operations from 1991 to 1996. Prior to that, he served as President for McCaw Cellular’s
paging division in 1986 and was named McCaw’s President for the U.S. central region in 1989. He is also a
director of the Eastman Kodak Company, Covidien Ltd. (where he is the lead director) and NVR Inc., and non-
executive chairman of the private company UCT Coatings, Inc. He served as a director of Tyco from 2008 to
2012. Mr. Donahue is a graduate of John Carroll University, with a Bachelor of Arts in English Literature.
Mr. Donahue’s qualifications to serve on our Board include his extensive experience and demonstrated
leadership in the wireless communications industry, his experience in service-oriented industries and as an
executive and board member of several publicly traded companies.
-17-