ADT 2013 Annual Report Download - page 58

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PROPOSAL NUMBER THREE
PROPOSAL NUMBER THREE—NON-BINDING
ADVISORY VOTE ON COMPENSATION OF THE
NAMED EXECUTIVE OFFICERS
We request our stockholders’ non-binding advisory vote on the compensation of our named executive officers as disclosed in accordance with
the SEC’s rules in the section of this Proxy Statement under “Compensation of Executive Officers” on pages 22 to 42.
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.”
46 The ADT Corporation 2014 Proxy Statement
PROXY STATEMENT