ADT 2014 Annual Report Download - page 9

INFORMATION ABOUT THIS PROXY STATEMENT AND THE ANNUAL MEETING
INFORMATION ABOUT THIS PROXY STATEMENT
AND THE ANNUAL MEETING
Questions and Answers about Voting Your Shares
Why did I receive these proxy materials?
The ADT Corporation (“ADT” or the “Company”) has sent a Notice of
Internet Availability of Proxy Materials and/or Notice of Annual Meeting
and Proxy Statement, together with a proxy card, because ADT’s
Board of Directors is soliciting your proxy to vote at the Annual
Meeting of Stockholders scheduled to be held on March 17, 2015
(the “Annual Meeting”). This Proxy Statement contains information
about the items being voted on at the Annual Meeting and important
information about ADT. ADT’s 2014 Annual Report on Form 10-K,
which includes ADT’s consolidated and combined financial
statements for the fiscal year ended September 26, 2014 (the
“Annual Report”), is enclosed with these materials.ADT has made
these materials available to each person who is registered as a holder
of its shares in its register of stockholders (such owners are often
referred to as “holders of record” or “registered stockholders”) as of
the close of business on January 20, 2015, the record date for the
Annual Meeting. Any ADT stockholder as of the record date who
does not receive a paper copy of the Notice of the Annual Meeting
and Proxy Statement, together with the enclosed proxy card or voting
instruction form and the Annual Report, may obtain a copy at the
Annual Meeting or by contacting ADT at [phone] or
[email protected].
ADT has requested those banks, brokerage firms and other
nominees who hold ADT shares on behalf of the owners of the
shares (such owners are often referred to as “beneficial owners,”
“beneficial stockholders” or “street name holders”) as of the close of
business on January 20, 2015 forward these materials, together with
a voting instruction form, to those beneficial stockholders. ADT has
agreed to pay the reasonable expenses of the banks, brokerage firms
and other nominees for forwarding these materials.
Why did I receive a one-page notice in the
mail regarding the Internet availability of
proxy materials?
Pursuant to rules adopted by the U.S. Securities and Exchange
Commission (the “SEC”), we have elected to provide stockholders
access to our proxy materials over the Internet. We believe that this
e-proxy process will expedite our stockholders’ receipt of proxy
materials, lower our costs in connection with our Annual Meeting and
reduce the environmental impact of our Annual Meeting. Accordingly,
we sent a Notice of Internet Availability of Proxy Materials (the
“Notice”) on or about January 23, 2015 to stockholders of record
entitled to vote at the Annual Meeting. If you receive the Notice by
mail, you will not receive a printed copy of the proxy materials unless
you specifically request a printed copy.
All stockholders will have the ability to access the proxy materials on a
website referred to in the Notice, to download printable versions of
the proxy materials from our website or to request and receive a
paper or email copy of the proxy materials from us. Instructions on
how to access the proxy materials over the Internet or to request a
printed copy from us may be found on the Notice. If you receive
paper copies of the proxy materials, a proxy card will also be
enclosed.
Who is entitled to vote?
January 20, 2015 is the record date for the Annual Meeting. On
January 20, 2015, there were 171,152,219 shares outstanding and
entitled to vote at the Annual Meeting. Stockholders registered in our
share register at the close of business on January 20, 2015 are
entitled to vote at the Annual Meeting.
How many votes do I have?
Every holder of a share of common stock on the record date will be
entitled to one vote per share for each director to be elected at the
Annual Meeting and to one vote per share on each other matter
presented at the Annual Meeting.
What is the difference between holding
shares as a stockholder of record and as a
beneficial owner?
Most of our stockholders hold their shares through a stockbroker,
bank or other nominee rather than directly in their own name. As
summarized below, there are some differences between shares held
of record and those owned beneficially.
Stockholder of Record
If your shares are registered directly in your name, as registered
shares entitled to voting rights in our share register operated by our
transfer agent, Wells Fargo Shareowner Services, you are
considered, with respect to those shares, the stockholder of record
and the Notice or, if requested, paper or emails copies of these proxy
materials are being sent to you directly by us. As the stockholder of
record, you have the right to grant your voting proxy directly to the
Company officers named in the proxy card, or to grant a written proxy
to any person (who does not need to be a stockholder), or to vote in
person at the Annual Meeting. If you have received paper copies of
the proxy materials, we have enclosed a proxy card for you to use in
which you can elect to appoint Company officers as proxies.
Beneficial Owner
If your shares are held in a stock brokerage account or by a bank or
other nominee, you are considered the beneficial owner of shares
held in street name, and the Notice or, if requested, paper copies of
these proxy materials are being forwarded to you by your broker,
bank or other nominee who is considered, with respect to those
shares, the stockholder of record. As the beneficial owner, you have
The ADT Corporation 2015 Proxy Statement 1
PROXY STATEMENT