ADT 2015 Annual Report Download - page 13

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.
For more information, please see “Householding of Proxy Materials on
page 53 of this Proxy Statement.
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
2016.
3. Approval, in a non-binding vote, of the compensation of the
Company’s named executive officers.
Other than matters incidental 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 considered 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 2017 Annual Meeting?
Rule 14a-8 of the Securities Exchange Act of 1934, as amended,
(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 2017 Annual Meeting, the proposal must be received by ADT at its
principal executive offices on or before September 24, 2016 (120
calendar days prior to the 1-year anniversary of the 2016 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
2017 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 15, 2016
and no later than December 15, 2016 (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 2017 Annual Meeting is convened more
than 30 days prior to or delayed by more than 70 days after the
anniversary date of the 2016 Annual Meeting, such notice must be
received no earlier than 120 calendar days prior to the 2017 Annual
Meeting and not later than the close of business on the later of the
90th day before the 2017 Annual Meeting or the 10th day following
the date on which public announcement of the date of the 2017
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 Amended and Restated By-laws (the “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 2017
Annual Meeting, you must submit a notice with the name of the
candidate on or after November 15, 2016 and no later than
December 15, 2016 (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. In addition, the Nominating and
Governance Committee of the Board of Directors will consider
director candidates recommended by stockholders that satisfy our
By-law requirements for nominations and evaluates all director
nominee candidates in the same manner, regardless of the source of
the recommendation. These standards are discussed in further detail
below on page 14 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, provided that in a “contested election” of directors, 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 2016 Proxy Statement 3
PROXY STATEMENT