ADT 2015 Annual Report Download - page 11

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 you 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 15, 2016
(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 2015 Annual Report on Form 10-K,
which includes ADT’s consolidated financial statements for the fiscal
year ended September 25, 2015 (the “Annual Report”), is also
included in the proxy materials. ADT has made the proxy 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
“stockholders of record” or “registered stockholders”) as of the close
of business on January 15, 2016, 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 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 15, 2016 to forward the proxy 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 22, 2016 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 or email 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?
On January 15, 2016, there were 165,311,461 shares outstanding
and entitled to vote at the Annual Meeting. Stockholders registered in
our share register at the close of business on January 15, 2016 are
entitled to vote at the Annual Meeting.
How many votes do I have?
Every stockholder 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 names. 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.
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 right to direct your broker, bank or other nominee on how to vote
your shares and are also invited to attend the Annual Meeting.
The ADT Corporation 2016 Proxy Statement 1
PROXY STATEMENT