ADT 2014 Annual Report Download - page 125

FORM 10-K
PART III
Item 10. Directors, Executive Officers and Corporate Governance.
Incorporated herein by reference is the text to be included under the captions “Corporate Governance of the
Company—Board of Directors” (including all sub-captions thereunder), “Proposal Number One—Election of
Directors,” “Section 16(a) Beneficial Ownership Reporting Compliance,” and “Corporate Governance of the
Company—Director Nomination Process” to be included in our definitive proxy statement (“2015 Proxy
Statement”) for our 2015 Annual Meeting of Stockholders, which will be filed with the SEC within 120 days
after the end of our fiscal year covered by this report. Also incorporated herein by reference is information
concerning our executive officers which is found in Item 1 of this Annual Report on Form 10-K under the
caption “Executive Officers of the Registrant.”
ADT’s Code of Conduct, which applies to our Chief Executive Officer, Chief Financial Officer and Chief
Accounting Officer, as well as all other employees and directors of ADT, meets the requirements of a “code of
ethics” as defined by Item 406 of Regulation S-K. Our Code of Conduct also meets the requirements of a code of
business conduct and ethics under the listing standards of the New York Stock Exchange, Inc. Our Code of
Conduct is posted on the “Investor Relations” section of our website at www.adt.com under the heading
“Corporate Governance.” We will also provide a copy of our Code of Conduct to stockholders upon request. We
disclose, if required, any amendments to our Code of Conduct, as well as any waivers for executive officers or
directors, on our website.
Item 11. Executive Compensation.
Incorporated herein by reference is the text to be included under the captions “Compensation of Executive
Officers,” “Compensation Discussion and Analysis” (and all sub-captions thereunder), “Report of the
Compensation Committee,” “Compensation Committee Interlocks and Insider Participation,” “Fiscal Year 2014
NEO Compensation” (and all sub-captions thereunder) and “Compensation of Non-Management Directors” in
our 2015 Proxy Statement.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters.
Incorporated herein by reference is the text to be included under the caption “Security Ownership of Certain
Beneficial Owners and Management” in our 2015 Proxy Statement. Also incorporated herein by reference is
information concerning compensation plans under which our equity securities are authorized for issuance which
is found in Item 5 of this Annual Report on Form 10-K under the caption “Securities Authorized for Issuance
Under Equity Compensation Plans.”
Item 13. Certain Relationships and Related Transactions, and Director Independence.
Incorporated herein by reference is the text to be included under the captions “Corporate Governance of the
Company—Board of Directors” (including all sub-captions thereunder), “Corporate Governance of the
Company—Director Independence,” “Corporate Governance of the Company—Guidelines for Related Party
Transactions” and “Other Matters—Certain Relationships and Related Party Transactions” in our 2015 Proxy
Statement.
Item 14. Principal Accountant Fees and Services.
Incorporated herein by reference is the text to be included under the caption “Proposal Number Two—
Ratification of the Appointment of Independent Registered Public Accounting Firm” (including all sub-captions
thereunder) in our 2015 Proxy Statement.
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