UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
(a) On May 22, 2024, the Company held its annual meeting of stockholders (the “Annual Meeting”). The matters voted upon at the Annual Meeting and the final results of such voting are set forth below in (b). A more complete description of each proposal is set forth in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 8, 2024.
(b)
Proposal 1. To elect James D. DeVries, Tracey R. Griffin, Benjamin Honig and Lee J. Solomon to the Board of Directors of the Company as Class I directors, in each case, for a term of three years expiring at the annual meeting of stockholders to be held in 2027. The Company’s stockholders duly elected James D. DeVries, Tracey R. Griffin, Benjamin Honig and Lee J. Solomon by at least a plurality of the votes cast, to serve as Class I directors until the 2027 annual meeting of stockholders and until his or her successor is duly elected and qualified. The results of the voting were as follows:
| Nominee |
Votes For | Votes Withheld | Broker Non-Votes | |||||||||
| James D. DeVries |
682,368,742 | 80,258,469 | 30,188,214 | |||||||||
| Tracey R. Griffin |
649,043,561 | 111,813,963 | 31,957,901 | |||||||||
| Benjamin Honig |
682,033,185 | 78,824,339 | 31,957,901 | |||||||||
| Lee J. Solomon |
665,480,768 | 95,376,756 | 31,957,901 | |||||||||
Proposal 2. To conduct an advisory vote to approve the compensation of the Company’s named executive officers (a “say-on-pay vote”). The Company’s stockholders approved, on a non-binding, advisory basis, the executive compensation of the Company’s named executive officers. The results of the voting were as follows:
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 807,986,174 | 8,877,994 | 578,301 | 30,117,481 |
Proposal 3. To conduct an advisory vote on the frequency of future say-on-pay votes. The Company’s stockholders voted, on a non-binding, advisory basis, to hold a say-on-pay vote every year. The results of the voting were as follows:
| One Year |
Two Year |
Three Year |
Broker Non-Votes | |||
| 808,756,125 | 67,710 | 8,056,191 | 30,117,480 |
Proposal 4. To approve an amendment to the Company’s 2018 Omnibus Incentive Plan (the “Omnibus Plan”) to increase the number of shares authorized for issuance thereunder and extend the term. The Company’s stockholders approved the amendment to the Omnibus Plan. The results of the voting were as follows:
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 734,548,928 | 82,642,425 | 251,114 | 30,117,482 |
Proposal 5. To approve an amendment to the Company’s Articles of Incorporation for the exculpation of officers. The Company’s stockholders approved the amendment to the Articles of Incorporation. The results of the voting were as follows:
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 736,723,906 | 80,454,722 | 263,841 | 30,117,480 |
Proposal 6. To ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024. The Company’s stockholders ratified the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024. The results of the voting were as follows:
| Votes For |
Votes Against |
Abstentions | ||
| 844,868,050 | 2,501,158 | 190,742 |
(d) In light of these results and in accordance with its previous recommendation in the proxy statement for the 2024 Annual Meeting, the Company’s Board of Directors determined that the Company will hold future say-on-pay votes on an annual basis until the occurrence of the next advisory vote on the frequency of say-on-pay votes. The next advisory vote on the frequency of say-on-pay votes is expected to occur at the Company’s 2030 Annual Meeting of Shareholders.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: May 28, 2024 | ADT Inc. | |||||
| By: | /s/ Noah Allen | |||||
| Noah Allen | ||||||
| Vice President and Deputy General Counsel, Corporate & Securities | ||||||