ADT 2015 Annual Report Download - page 25

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
2016 Annual Meeting a slate of nine nominees, all of whom are
currently serving on the Board. The director nominees are Mses.
Heller and Hyle and Messrs. Colligan, Daly, Donahue, Dutkowsky,
Gordon, Gursahaney and Hylen.
Biographical information regarding each of the director 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). If a director nominee who currently serves as a director
is not re-elected, Delaware law provides that the director would
continue to serve on the Board of Directors as a “holdover director.”
Under our By-laws, if a director nominee 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
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Director since: 2012 Age: 71 Independent
PRIOR BUSINESS
EXPERIENCE
•Vice Dean, Wharton School’s
Aresty Institute of Executive
Education at the University of
Pennsylvania (2007–2010)
•Managing Director, Duke
Corporate Education (2004–
2007)
•Vice Chairman (2001–2004)
and Partner (1969–2004),
PricewaterhouseCoopers
LLC
CURRENT PUBLIC
COMPANY BOARDS
•The ADT Corporation
•Central Garden & Pet
Company
EDUCATION
•BS, Fairleigh Dickinson
University (accounting)
•Certified Public Accountant
SELECTED PAST PUBLIC
COMPANY BOARDS
•Schering Plough Corporation
(2005–2009)
•Office Depot, Inc. (2010–
2013)
•CNH Global (2010–2013)
OTHER MEMBERSHIPS
•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.
The ADT Corporation 2016 Proxy Statement 15
PROXY STATEMENT