ADT 2014 Annual Report Download - page 11

INFORMATION ABOUT THIS PROXY STATEMENT AND THE ANNUAL MEETING—CONTINUED
What does it mean if I receive more than
one proxy or voting instruction form?
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 Statement 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?
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
2015.
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 raised 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 named
proxies the authority to vote on the matter in their discretion, and such
named proxies will vote in accordance with the recommendations of
the Board of Directors.
How does a stockholder submit a proposal
for the 2016 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 2016
Annual Meeting, the proposal must be received by ADT at its principal
executive offices on or before September 25, 2015 (120 calendar
days before the date of this Proxy Statement’s release to
stockholders) and comply with specified eligibility requirements and
procedures in Exchange Act Rule 14a-8. An ADT stockholder who
wants to present a matter for action at the 2016 Annual Meeting, but
chooses not to do so under Exchange Act Rule 14a-8 (i.e., is not
requesting that the proposal be included in ADT’s proxy materials),
must deliver to the Corporate Secretary of ADT, at its principal
executive offices, on or after November 18, 2015 and no later than
December 18, 2015 (not less than 90 nor more than 120 days prior
to the one-year anniversary of the Annual Meeting), a written notice to
that effect; provided, however, in the event that the date of the 2016
Annual Meeting is convened more than 30 days prior to or delayed
by more than 70 days after the anniversary date of the 2015 Annual
Meeting, such notice must be received no earlier than 120 calendar
days prior to the 2016 Annual Meeting and not later than the later of
the 90th day before the 2016 Annual Meeting or the 10th day
following the date on which public announcement of the date of the
2016 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 2016
Annual Meeting, you must submit a notice with the name of the
candidate on or after November 18, 2015 and no later than
December 18, 2015 (not less than 90 nor more than 120 days prior
to the one-year anniversary of the Annual Meeting) to the Corporate
Secretary of ADT, at its principal executive offices. 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 13 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 common stock of the
Company entitled to vote thereat, present in person or represented
by proxy, shall constitute a quorum for the transaction of business at
the Annual Meeting.
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 (that is, the number of shares voted “for” that
nominee exceeds the number of votes cast “against” that nominee),
directors shall be elected by the vote of a plurality of the votes cast.
Proposals No. 2 and 3 require the affirmative vote of the holders 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 2015 Proxy Statement 3
PROXY STATEMENT