FALSE000170305600017030562022-05-252022-05-25
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 | | | | | | | | |
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| FORM 8-K | |
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| CURRENT REPORT | |
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| Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 |
Date of Report (Date of earliest event reported): May 25, 2022 | | | | | | | | |
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| ADT Inc. | |
| (Exact name of registrant as specified in its charter) |
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| Delaware | 001-38352 | 47-4116383 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
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| 1501 Yamato Road Boca Raton, Florida 33431 | |
| (Address of principal executive offices) | |
(561) 988-3600
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report.)
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:
☐ 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))
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| Securities registered pursuant to Section 12(b) of the Act: |
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Common Stock, par value $0.01 per share | | ADT | | New York Stock Exchange |
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 5.07 Submission of Matters to a Vote of Security Holders.
(a) On May 25, 2022, ADT Inc. (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. 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 12, 2022.
(b) Proposal 1. To elect Matthew H. Nord, Eric L. Press, and Matthew E. Winter to the Board of Directors (the "Board") of the Company as Class II directors, in each case, for a term of three years expiring at the annual meeting of stockholders to be held in 2025. The Company’s stockholders duly elected Matthew H. Nord, Eric L. Press, and Matthew E. Winter by at least a plurality of the votes cast, to serve as Class II directors until the 2025 annual meeting of stockholders and until his successor is duly elected and qualified. The results of the voting were as follows:
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Nominee | Votes For | Votes Withheld | Broker Non-Votes |
| Matthew H. Nord | 714,092,754 | 37,813,103 | 17,449,962 |
| Eric L. Press | 691,576,815 | 60,329,042 | 17,449,962 |
| Matthew E. Winter | 690,100,085 | 61,805,772 | 17,449,962 |
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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:
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Votes For | Votes Against | Abstentions | Broker Non-Votes |
| 795,200,905 | 10,803,685 | 645,792 | 17,449,962 |
Proposal 3. To ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022. 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, 2022. The results of the voting were as follows:
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Votes For | Votes Against | Abstentions |
| 822,512,679 | 808,510 | 779,155 |
Item 7.01 Regulation FD Disclosure.
As previously reported on April 8, 2022, Mr. Andrew D. Africk retired from his position as a member of the Board effective immediately upon the completion of the Annual Meeting, and the Company reduced the size of the Board to eleven.
Upon Mr. Africk’s retirement, Ms. Tracey Griffin, a Class I director of the Company, joined the Board’s Compensation Committee.
The information in this Item 7.01 is being “furnished” pursuant to that item and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act.
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 hereunto duly authorized.
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| Date: | May 27, 2022 | ADT Inc. |
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| | By: | /s/ Richard Mattessich |
| | | Richard Mattessich |
| | | Vice President and Deputy General Counsel, Corporate & Securities |