ADT 2014 Annual Report Download - page 23

PROPOSAL NUMBER ONE—ELECTION OF DIRECTORS
PROPOSAL NUMBER ONE—ELECTION OF
DIRECTORS
Upon the recommendation of the Nominating and Governance
Committee, the Board of Directors has nominated for election at the
2015 Annual Meeting a slate of nine nominees, all of whom are
currently serving on the Board. The nominees are Mses. Heller and
Hyle and Messrs. Colligan, Daly, Donahue, Dutkowsky, Gordon,
Gursahaney and Hylen.
Biographical information regarding each of the nominees is set forth
below. Director nominees shall hold office until the next annual
meeting of stockholders and until his or her successor is elected and
qualified, subject, however, to prior death, resignation, retirement,
disqualification or removal from office.
Our By-laws require that a director nominee will be elected only if he
or she receives a majority of the votes cast with respect to his or her
election in an uncontested election (that is, the number of shares
voted “for” that nominee exceeds the number of votes cast “against”
that nominee). Each of our director nominees currently serves on the
Board of Directors. If a nominee who currently serves as a director is
not re-elected, Delaware law provides that the director would
continue to serve on the Board as a “holdover director.” Under our
By-laws, if a nominee for director who is an incumbent director is not
elected and no successor has been elected at such meeting, the
director is required to promptly tender his or her resignation to the
Board of Directors. In that situation, our Nominating and Governance
Committee would make a recommendation to the Board of Directors
about whether to accept or reject the resignation, or whether to take
other action. Within 90 days from the date that the election results
were certified, the Board of Directors would act on the Nominating
and Governance Committee’s recommendation and publicly disclose
its decision and the rationale behind it. If such incumbent director’s
resignation is not accepted by the Board of Directors, the director will
continue to serve until the next annual meeting and until his or her
successor is duly elected, or his or her earlier resignation or removal.
If a director’s resignation is accepted by the Board of Directors, then
the Board of Directors, in its sole discretion, may fill any resulting
vacancy.
Current Directors Nominated for Re-Election
Thomas Colligan (age 70)—Mr. Colligan has been a member of
our Board of Directors since September 2012. Mr. Colligan served as
Vice Dean of the Wharton School’s Aresty Institute of Executive
Education at the University of Pennsylvania, where he was
responsible for the non- degree executive education programs from
July 2007 until his retirement in June 2010. Prior to that he was a
managing director at Duke Corporate Education for two years. From
2001 to 2004, Mr. Colligan was Vice Chairman of
PricewaterhouseCoopers LLP (“PwC”) and he served PwC in other
capacities, including Partner, from 1969 to 2004. Mr. Colligan has
been a director of Targus, a private company, since 2010. He
previously served on the boards of Schering Plough Corporation from
2005 to 2009; Educational Management Corporation from 2006 to
2007; Anesiva, Inc. from 2004 to 2008; CNH Global from 2010 to
2013; and Office Depot from 2010 to 2013. Mr. Colligan has a
Bachelor of Science in Accounting from Fairleigh Dickinson University.
Mr. Colligan is a Certified Public Accountant and a member of the
American Institute of Certified Public Accountants.
Director Qualifications: Mr. Colligan’s qualifications include his 38
years as a Certified Public Accountant, his PwC experience, his
extensive experience with audit and financial issues and his past
service on public company audit committees.
Richard Daly (age 61)—Mr. Daly has been a member of our Board
of Directors since January 2014. Mr. Daly currently serves as Chief
Executive Officer and President of Broadridge and as a member of
the Broadridge board of directors. Prior to his current role, he served
as Group President of the Brokerage Services Group of Automatic
Data Processing (“ADP”). Prior to joining ADP in 1989, Mr. Daly
served as Senior Vice President of Operations at Thomson McKinnon
Securities and was a member of its board of directors. He is a
member of the Advisory Board for the National Association of
Corporate Directors and a founding member of the board of directors
of the Make-A-Wish Foundation of Suffolk County, Inc. Mr. Daly is
also a director of Fountain House, a New York City based charity.
Mr. Daly has a Bachelor of Science in Accounting from New York
Institute of Technology and was a Certified Public Accountant. He
also attended the Harvard Business School’s Young President’s
Program from 1996-2004, and completed its President’s Program in
Leadership.
Director Qualifications: Mr. Daly’s qualifications include his
experience as the chief executive officer of the largest independent
processor of corporate governance related activities, his significant
leadership experience and his extensive experience in the financial
services industry.
Timothy Donahue (age 66)—Mr. Donahue has been a member of
our Board of Directors since September 2012. Prior to his retirement,
Mr. Donahue was Executive Chairman of Sprint Nextel Corporation
from August 2005 to December 2006. He served as President and
Chief Executive Officer of Nextel Communications, Inc. from 1999.
He began his career with Nextel in January 1996 as President and
Chief Operating Officer. Before joining Nextel, Mr. Donahue served as
Northeast Regional President for AT&T Wireless Services operations
from 1991 to 1996. Prior to that, he served as President for McCaw
Cellular’s paging division in 1986 and was named McCaw’s
President for the U.S. central region in 1989. Mr. Donahue is a
director of NVR Inc., the non-executive chairman of UCT Coatings,
Inc., a private company, and a director of Radius Networks, Inc. He
previously served as a director of Tyco from 2008 to 2012; Covidien
Ltd. from 2009 to 2012; and Eastman Kodak Company from 2003 to
2013. Mr. Donahue has a Bachelor of Arts in English Literature from
John Carroll University.
Director Qualifications: Mr. Donahue’s qualifications include his
extensive experience and demonstrated leadership in the wireless
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