ADT 2015 Annual Report Download - page 14

INFORMATION ABOUT THIS PROXY STATEMENT AND THE ANNUAL MEETING—CONTINUED
What is the effect of broker non-votes and
abstentions?
A broker non-vote occurs when a broker holding shares for a
beneficial owner does not vote on a particular agenda proposal
because the broker does not have discretionary voting power for that
particular proposal and has not received voting instructions from the
beneficial owner. Under the current New York Stock Exchange
(“NYSE”) rules, although brokers have discretionary power to vote
your shares with respect to “routine” matters, they do not have
discretionary power to vote your uninstructed shares on “non-routine”
matters. We believe the following proposals will be considered “non-
routine” under the NYSE rules and therefore your broker will not be
able to vote your shares with respect to these proposals unless the
broker receives appropriate voting instructions from you: Proposal
No. 1 (Election of Directors) and Proposal No. 3 (Non-Binding
Advisory Vote on Compensation of the Named Executive Officers).
Broker non-votes will have no effect on the outcomes of Proposal
No. 1 or Proposal No. 3.
Shares owned by stockholders electing to abstain from voting and
broker non-votes will be regarded as present at the meeting for
purposes of determining whether a quorum is present. Votes cast
shall exclude abstentions and therefore abstentions will have no
effect on Proposal No. 1, but abstentions will have the effect of an
“AGAINST” vote on each of Proposal No. 2 (Ratification of the
appointment of Deloitte & Touche LLP as ADT’s Independent
Registered Public Accounting Firm for fiscal year 2016) and Proposal
No. 3 (Non-Binding Advisory Vote on Compensation of the Named
Executive Officers).
What happens if a nominee for director
declines or is unable to accept election?
As of the mailing of this Proxy Statement, our Board of Directors does
not know of any reason why any director nominee would be unable to
serve as a director.
If any nominee is unable to serve, the Board of Directors can either
nominate a different individual or reduce the size of the Board. If it
nominates a different individual, the shares represented by all valid
proxies will be voted for that nominee.
Who will count the votes?
A representative of Broadridge Financial Solutions, Inc. (“Broadridge”)
will act as the inspector of elections and will tabulate the votes.
Costs of Solicitation
The costs of solicitation of proxies will be paid by ADT. ADT has engaged MacKenzie Partners, Inc. as the proxy solicitor for the Annual Meeting
for an approximate fee of $10,000, plus reasonable out-of-pocket expenses. In addition to the use of the mails, certain directors, officers or
employees of ADT may solicit proxies by telephone, electronic communication or personal contact. Upon request, ADT will reimburse brokers,
dealers, banks and trustees or their nominees for reasonable expenses incurred by them in forwarding proxy materials to beneficial owners of our
common stock.
Returning Your Proxy or Voting Instruction Form
ADT stockholders of record who have received paper copies of the proxy materials should complete and return the proxy card as soon as
possible. In order to assure that your proxy is received in time to be voted at the Annual Meeting, the proxy card must be completed in
accordance with the instructions on it and received at the address set forth below by the times (being local times) and dates specified therein:
Vote Processing c/o Broadridge
51 Mercedes Way
Edgewood, NY 11717
If your shares are held in street name and you have received paper copies of the proxy materials, you should return your voting instruction form in
accordance with the instructions on that form or as provided by the bank, brokerage firm or other nominee who holds shares of ADT common
stock on your behalf.
4The ADT Corporation 2016 Proxy Statement
PROXY STATEMENT