UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant To Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 14, 2013
The ADT Corporation
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 001-35502 | 45-4517261 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification Number) |
| 1501 Yamato Road Boca Raton, Florida |
33431 | |
| (Address of Principal Executive Offices) | (Zip code) |
(561) 988-3600
(Registrant’s Telephone Number, Including Area Code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.07 Submission of Matters to a Vote of Security Holders.
| (a) | On March 14, 2013, The ADT Corporation (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). There were 192,575,260 shares of common stock of the Company represented in person or by proxy at the Annual Meeting, constituting 82.79% of the outstanding shares on January 16, 2013, the record date for the determination of stockholders entitled to vote at the Annual Meeting, and therefore constituting a quorum. The matters voted upon at the Annual Meeting and the final results of such voting are set forth below. A more complete description of each matter is set forth in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on January 28, 2013. |
| (b) | Proposal 1. The nominees for election to the Board of Directors of the Company were all elected, each until the next annual meeting of stockholders and until his or her successor is elected and qualified, based upon the following votes: |
| Nominee |
Votes For |
Votes |
Broker |
|||||||||
| Thomas Colligan |
176,191,371 | 2,766,522 | 13,617,367 | |||||||||
| Timothy Donahue |
172,308,168 | 6,649,725 | 13,617,367 | |||||||||
| Robert Dutkowsky |
173,448,693 | 5,509,200 | 13,617,367 | |||||||||
| Bruce Gordon |
177,136,678 | 1,821,215 | 13,617,367 | |||||||||
| Naren Gursahaney |
177,168,210 | 1,789,683 | 13,617,367 | |||||||||
| Bridgette Heller |
175,993,283 | 2,964,610 | 13,617,367 | |||||||||
| Kathleen Hyle |
176,022,472 | 2,935,421 | 13,617,367 | |||||||||
| Keith Meister |
176,278,799 | 2,679,094 | 13,617,367 | |||||||||
| Dinesh Paliwal |
171,663,224 | 7,294,669 | 13,617,367 | |||||||||
Proposal 2. The proposal to ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2013 was approved based on the following votes:
| Votes For |
Votes Against |
Abstentions |
||||||
| 187,988,770 | 2,880,784 | 1,705,706 | ||||||
Proposal 3. The proposal relating to the advisory vote on named executive officer compensation was approved based on the following votes:
| Votes For |
Votes Against |
Abstentions |
Broker |
|||||||||
| 168,201,788 | 6,939,822 | 3,816,283 | 13,617,367 | |||||||||
Proposal 4. By the following vote, the stockholders voted, on an advisory basis, to hold future advisory votes on named executive officer compensation on an annual basis:
| 1 Year |
2 Years |
3 Years |
Abstentions |
|||||||||
| 159,799,868 | 137,898 | 15,798,337 | 3,221,790 | |||||||||
| (d) | Consistent with a majority of the votes cast with respect to the frequency of the advisory vote on named executive officer compensation at the Annual Meeting, the Board of Directors of the Company has determined to hold a shareholder advisory vote on the Company’s named executive officer compensation annually until the next required vote on the frequency of shareholder votes on named executive officer compensation. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Date: March 19, 2013 | THE ADT CORPORATION | |||||||
| By: | /s/ N. David Bleisch | |||||||
| Name: | N. David Bleisch | |||||||
| Title: | Senior Vice President, General Counsel and Corporate Secretary | |||||||