ADT 2012 Annual Report Download - page 86

PROPOSAL NUMBER THREE—NON-BINDING ADVISORY VOTE ON
NAMED EXECUTIVE OFFICER COMPENSATION
We request our stockholders’ non-binding advisory vote on the compensation of our executive management
team as disclosed in accordance with the SEC’s rules in the section of this Proxy Statement under “Compensation
of Named Executive Officers” on pages 25 to 44 as well as in the tables and narrative in the “Historical
Compensation Information” section on pages 45 to 55.
In considering their vote, stockholders should review with care that our compensation objectives, policies,
practices and programs are designed to attract and retain the talent needed to align with the strategic mission of
ADT and to drive financial performance and incentivize execution of our business strategy. Our compensation
programs and practices are intended to reward our named executive officers for their performance in
implementing our strategy to grow our business and create long-term stockholder value. We believe our
programs effectively link executive pay to the financial performance of the Company while also aligning our
named executive officers’ interests with the interests of our stockholders.
We are seeking our stockholders’ support for our executive officer compensation as detailed in this Proxy
Statement. This proposal conforms to SEC requirements and seeks our stockholders’ views on our executive
compensation, compensation philosophy, pay principles and pay practices as described in this Proxy Statement. The
advisory vote is non-binding and it will not be binding on the Board of Directors or obligate it to take any
compensation actions, or to adjust our executive compensation programs or policies, as a result of the vote. However,
the Board of Directors will take into account the outcome of the vote when considering future executive compensation
decisions for executive officers.
The Board of Directors unanimously recommends that stockholders support this proposal and vote
FOR the following resolution:
“RESOLVED, that stockholders of The ADT Corporation (the “Company”) approve, on an advisory
basis, the executive compensation of the Company’s named executive officers as disclosed within this
Proxy Statement pursuant to the compensation disclosure rules of the Securities Exchange Act of 1934, as
amended (Item 402 of Regulation S-K), which disclosure includes the Compensation Discussion and
Analysis, the compensation tables and any related narrative discussion contained in this Proxy Statement.”
PROPOSAL NUMBER FOUR—NON-BINDING ADVISORY VOTE ON THE FREQUENCY OF THE
VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION
The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 also provides our stockholders
with the opportunity to cast a separate non-binding advisory vote indicating how frequently the Company should
seek a say-on-pay advisory vote on named executive officer compensation from stockholders. The vote provides
stockholders with four choices regarding the frequency of a say-on-pay advisory vote: (i) one year, (ii) two years,
(iii) three years, or (iv) abstain.
As discussed, the Board of Directors believes our executive compensation program effectively links executive
pay to the financial performance of the Company while also aligning our executive officers’ interests with the
interests of our stockholders. After careful consideration, the Board of Directors believes an annual say-on-pay
advisory vote will allow our stockholders to provide us with timely input regarding our executive compensation
program. This annual vote is consistent with our desire to engage with our stockholders regarding our executive
compensation program.
Because your vote is advisory, it will not be binding on the Board of Directors and will not overrule any
decision by the Board or require the Board to take any action. However, the Board of Directors will take into
account the outcome of the vote when determining how frequently to request a stockholder advisory vote on
future executive compensation decisions for the named executive officers.
For these reasons, the Board of Directors unanimously recommends that stockholders vote for an
ANNUAL vote on named executive officer compensation.
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