ADT 2013 Annual Report Download - page 16

INFORMATION ABOUT THIS PROXY STATEMENT AND THE ANNUAL MEETING—CONTINUED
What is the effect of broker non-votes and
abstentions?
A broker non-vote occurs when a broker holding shares for a
beneficial owner does not vote on a particular agenda proposal
because the broker does not have discretionary voting power for that
particular proposal and has not received voting instructions from the
beneficial owner. Under the current New York Stock Exchange
(“NYSE”) rules, although brokers have discretionary power to vote
your shares with respect to “routine” matters, they do not have
discretionary power to vote your uninstructed shares on “non-routine”
matters. We believe the following proposals will be considered “non-
routine” under the NYSE rules and therefore your broker will not be
able to vote your shares with respect to these proposals unless the
broker receives appropriate voting instructions from you: Proposal
No. 1 (Election of Directors) and Proposal No. 3 (Non-Binding
Advisory Vote on Compensation of the Named Executive Officers).
Broker non-votes will have no effect on the outcomes of Proposal
No. 1 or Proposal No. 3.
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, but abstentions will have the effect of an
“AGAINST” vote on Proposal No. 2 (Ratification of the appointment of
Deloitte & Touche LLP as ADT’s Independent Registered Public
Accounting Firm for fiscal year 2014) and Proposal No. 3 (Non-
Binding Advisory Vote on Compensation of the Named Executive
Officers).
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. (“Broadridge”) will act as the
inspector of election and will tabulate the votes.
Important Notice Regarding the Availability of Proxy Materials for the Stockholder
Meeting To Be Held on March 13, 2014:
Our Proxy Statement for the 2014 Annual Meeting, form of proxy card and 2013 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 27, 2014, 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.
4The ADT Corporation 2014 Proxy Statement
PROXY STATEMENT