ADT 2013 Annual Report Download - page 13

INFORMATION ABOUT THIS PROXY STATEMENT AND THE ANNUAL MEETING
INFORMATION ABOUT THIS PROXY STATEMENT
AND THE ANNUAL MEETING
Questions and Answers about Voting Your Shares
Why did I receive these proxy materials?
The ADT Corporation (“ADT” or the “Company”) has sent a Notice of
Internet Availability of Proxy Materials and/or Notice of Annual Meeting
and Proxy Statement, together with the enclosed proxy card,
because ADT’s Board of Directors is soliciting your proxy to vote at
the Annual Meeting of Stockholders on March 13, 2014 (the “Annual
Meeting”). This Proxy Statement contains information about the items
being voted on at the Annual Meeting and important information
about ADT. ADT’s 2013 Annual Report on Form 10-K, which includes
ADT’s consolidated and combined financial statements for the fiscal
year ended September 27, 2013 (the “Annual Report”), is enclosed
with these materials. ADT has made these materials available to each
person who is registered as a holder of its shares in its register of
stockholders (such owners are often referred to as “holders of record”
or “registered stockholders”) as of the close of business on
January 15, 2014, the record date for the Annual Meeting. Any ADT
stockholder as of the record date who does not receive Notice of the
Annual Meeting and Proxy Statement, together with the enclosed
proxy card or voting instruction card and the Annual Report, may
obtain a copy at the Annual Meeting or by contacting ADT at
[phone] or [email protected].
ADT has requested that banks, brokerage firms and other nominees
who hold ADT shares on behalf of the owners of the shares (such
owners are often referred to as “beneficial owners,” “beneficial
stockholders” or “street name holders”) as of the close of business on
January 15, 2014 forward these materials, together with a voting
instruction card, to those beneficial stockholders. ADT has agreed to
pay the reasonable expenses of the banks, brokerage firms and other
nominees for forwarding these materials.
Why did I receive a one-page notice in the
mail regarding the Internet availability of
proxy materials?
Pursuant to rules adopted by the U.S. Securities and Exchange
Commission (the “SEC”), we have elected to provide stockholders
access to our proxy materials over the Internet. We believe that this
e-proxy process will expedite our stockholders’ receipt of proxy
materials, lower our costs in connection with our Annual Meeting and
reduce the environmental impact of our Annual Meeting. Accordingly,
we sent a Notice of Internet Availability of Proxy Materials (the
“Notice”) on or about January 27, 2014 to stockholders of record
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 15, 2014 is the record date for the Annual Meeting. On
January 15, 2014, there were 183,309,732 shares outstanding and
entitled to vote at the Annual Meeting. Stockholders registered in our
share register at the close of business on January 15, 2014 are
entitled to vote at the Annual Meeting.
How many votes do I have?
Every holder of a share of common stock 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.
The ADT Corporation 2014 Proxy Statement 1
PROXY STATEMENT