ADT (ADT) Proxy Filing summary

Executive summary

• 2024 marked the 150th anniversary, with record recurring monthly revenue, customer retention, and strong cash generation; focus remains on security and smart home business and innovation, including the ADT+ platform and Trusted Neighbor offering.

• Four new independent directors joined, bringing the board to 62% independence and full compliance with NYSE governance standards.

• The company proposes declassifying the board and creating a shareholder right to call special meetings, reflecting enhanced governance.

• Strategic partnerships with State Farm and Google continue to drive innovation and growth.

Voting matters and shareholder proposals

• Election of four Class II directors for terms expiring in 2028.

• Advisory vote on executive compensation (say-on-pay).

• Proposal to declassify the board, moving to annual elections by 2028.

• Proposal to allow shareholders with at least 25% ownership to call special meetings.

• Ratification of PricewaterhouseCoopers LLP as independent auditor for 2025.

Board of directors and corporate governance

• Board now consists of 13 directors: 8 independent, 4 Apollo designees, and the CEO.

• Committees (Audit, Compensation, Nominating and Corporate Governance) are fully independent.

• Lead Independent Director role established to balance combined Chair/CEO position.

• Board diversity includes gender, racial, and professional backgrounds.

• Board meetings and committee attendance exceeded 75% for all directors.