ADT 2013 Annual Report Download - page 15

INFORMATION ABOUT THIS PROXY STATEMENT AND THE ANNUAL MEETING—CONTINUED
What does it mean if I receive more than
one proxy or voting instruction card?
It means you have multiple accounts at the transfer agent and/or with
banks and stockbrokers. Please vote all of your shares. Beneficial
owners sharing an address who are receiving multiple copies of the
proxy materials and Annual Report will need to contact their broker,
bank or other nominee to request that only a single copy of each
document be mailed to all stockholders at the shared address in the
future. In addition, if you are the beneficial owner, but not the record
holder, of ADT’s shares, your broker, bank or other nominee may
deliver only one copy of the Proxy Statement and Annual Report to
multiple stockholders who share an address unless that nominee has
received contrary instructions from one or more of the stockholders.
ADT will deliver promptly, upon written or oral request, a separate
copy of the Proxy Statement and Annual Report to a stockholder at a
shared address to which a single copy of the documents was
delivered. Stockholders who wish to receive a separate printed copy
of the Proxy Statement and Annual Report, now or in the future,
should submit their request to ADT by telephone at [phone],
by email to [email protected] or by submitting a written
request to our Corporate Secretary at The ADT Corporation, 1501
Yamato Road, Boca Raton, Florida 33431.
What proposals are being presented at the
Annual Meeting and what vote is required to
approve each proposal?
ADT intends to present proposals numbered 1 through 3 for
stockholder consideration and voting at the Annual Meeting. These
proposals are for:
1. Election of the nominees to the Board of Directors, each as
named in this Proxy Statement.
2. Ratification of the appointment of Deloitte & Touche LLP as ADT’s
Independent Registered Public Accounting Firm for fiscal year 2014.
3. Approval, in a non-binding vote, of the compensation of the
Company’s named executive officers.
Other than matters incident to the conduct of the Annual Meeting and
those set forth in this Proxy Statement, ADT does 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.
How does a stockholder submit a proposal
for the 2015 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’s proxy materials for its 2015
Annual Meeting, the proposal must be received by ADT at its principal
executive offices on or before September 29, 2014 and comply with
eligibility requirements and procedures. An ADT stockholder who
wants to present a matter for action at the 2015 Annual Meeting, but
chooses not to do so under the Exchange Act Rule 14a-8, must
deliver to ADT, at its principal executive offices, on or after
November 14, 2014 and no later than December 13, 2014, a written
notice to that effect; provided, however, in the event that the date of
the 2015 Annual Meeting is convened more than 30 days prior to or
delayed by more than 70 days after the anniversary date of the 2014
Annual Meeting, such notice must be received not earlier than 120
calendar days prior to the 2015 Annual Meeting and not later than the
later of the 90th day before the 2015 Annual Meeting or the 10th day
following the date on which public announcement of the date of the
2015 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 2015
Annual Meeting, you must submit a notice with the name of the
candidate on or before November 14, 2014 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 page 14 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.
How many votes are required to approve
each item?
Election of each director nominee requires the affirmative vote of a
majority of the votes cast with respect to the director 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. Proposals No. 2 and 3 require 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. Proposals No. 2 and 3 are advisory in nature and are
non-binding.
The ADT Corporation 2014 Proxy Statement 3
PROXY STATEMENT