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TYC > SEC Filings for TYC > Form 8-K on 6-Mar-2014All Recent SEC Filings

Show all filings for TYCO INTERNATIONAL LTD

Form 8-K for TYCO INTERNATIONAL LTD


6-Mar-2014

Submission of Matters to a Vote of Security Holders


Item 5.07 Submission of Matters to a Vote of Security Holders.
The 2014 Annual General Meeting of Shareholders of Tyco International Ltd. (the "Company") was held on March 5, 2014 in Zürich, Switzerland. At the meeting, the holders of 386,570,717 registered shares of the Company's common stock were represented in person or by proxy, constituting a quorum. At the meeting, shareholders voted on the following proposals and cast their votes as described below. The proposals are described in detail in the Company's definitive proxy statement dated January 16, 2014. The vote results detailed below represent final results as certified by the Inspector of Elections.
Proposal No. 1 - Approval of the Annual Report and Financial Statements

Proposal No. 1 was a management proposal to approve the annual report, the parent company financial statements of Tyco International Ltd and the consolidated financial statements for the fiscal year ended September 27, 2013. This proposal was approved by the requisite vote.

For Against Abstain
384,233,975 551,960 1,784,782

Proposal No. 2 - Discharge of the Board of Directors from Liability

Proposal No. 2 was a management proposal to discharge the Board of Directors from liability for the financial year ended September 27, 2013. This proposal was approved by the requisite vote.

For Against Abstain
379,809,654 5,150,303 1,610,760

Proposal No. 3 - Election of the Board of Directors

Proposal No. 3 was the election of the Board of Directors. The following
individuals were elected to serve on the Board of Directors until the conclusion
of the next annual general meeting.

Name               For         Against   Abstain   Broker Non-Vote
Edward D. Breen    359,658,529 846,836   2,535,053 23,530,299
Herman E. Bulls    361,430,698 381,263   1,228,457 23,530,299
Michael E. Daniels 361,430,253 371,913   1,238,252 23,530,299
Frank M. Drendel   361,593,324 220,253   1,226,841 23,530,299
Brian Duperreault  361,309,269 492,438   1,238,711 23,530,299
Rajiv L. Gupta     360,030,557 590,873   2,418,988 23,530,299
George R. Oliver   360,349,957 652,246   2,038,215 23,530,299

Brendan R. O'Neill 359,157,586 1,200,766 2,682,066 23,530,299 Jürgen Tinggren 361,557,058 261,111 1,222,249 23,530,299 Sandra S. Wijnberg 359,786,313 762,029 2,492,076 23,530,299 R. David Yost 360,864,144 762,372 1,413,902 23,530,299

Proposal No. 4 - Election of Board Chair

Proposal No. 4 was a management proposal to elect Edward D. Breen as the chair of the Board of Directors until the conclusion of the next annual general meeting. This proposal was approved by the requisite vote.

For Against Abstain Broker Non-Vote 357,040,503 4,759,823 1,240,092 23,530,299


Proposal No. 5 - Election of the Members of the Compensation Committee

Proposal No. 5 was the election of the members of the Compensation and Human Resources Committee of the Board of Directors. The following individuals were elected to serve on the Compensation and Human Resources Committee until the conclusion of the next annual general meeting.

Name For Against Abstain Broker Non-Vote Rajiv L. Gupta 360,512,605 1,176,129 1,351,684 23,530,299 Sandra S. Wijnberg 359,420,371 2,346,320 1,273,727 23,530,299 R. David Yost 360,921,456 841,131 1,277,831 23,530,299

Proposal No. 6.a - Election of Statutory Auditors (Deloitte AG (Zürich))

Proposal No. 6.a was a management proposal to elect Deloitte AG (Zürich) as statutory auditors until the next annual general meeting. This proposal was approved by the requisite vote.

For Against Abstain
384,420,288 891,798 1,258,631

Proposal No. 6.b - Ratification of Independent Registered Public Accounting Firm
(Deloitte & Touche LLP)

Proposal No. 6.b was a management proposal to ratify Deloitte & Touche LLP as the independent registered public accounting firm for purposes of United States securities law reporting for the year ending September 26, 2014. This proposal was approved by the requisite vote.

For Against Abstain
383,381,788 1,959,930 1,228,999

Proposal No. 6.c - Election of Special Auditors (PricewaterhouseCoopers AG
(Zürich))

Proposal No. 6.c was a management proposal to elect PricewaterhouseCoopers AG (Zürich) as special auditors until the next annual general meeting. This proposal was approved by the requisite vote.

For Against Abstain
384,150,255 1,175,000 1,245,462

Proposal No. 7 - Election of Independent Proxy

Proposal No. 7 was a management proposal to elect the law firm of Bratschi, Wiederkehr & Buob as the independent proxy to serve until the conclusion of the next annual general meeting. This proposal was approved by the requisite vote.

For Against Abstain Broker Non-Vote 361,585,279 164,331 1,290,808 23,530,299

Proposal No. 8 - Allocation of Fiscal Year 2013 Results

Proposal No. 8 was a management proposal to allocate the Company's income for 2013 on its stand-alone Swiss statutory financial statements to reduce the accumulated deficit. This proposal was approved by the requisite vote.


For Against Abstain
384,867,903 288,862 1,413,952

Proposal No. 9 - Payment of an Ordinary Cash Dividend

Proposal No. 9 was a management proposal to pay an ordinary cash dividend of $0.72 per share out of the Company's "contributed surplus" equity position in four quarterly installments of $0.18 each. This proposal was approved by the requisite vote.

For Against Abstain
385,182,971 148,439 1,239,307

Proposal No. 10 - Advisory (Consultative) Vote on Executive Compensation

Proposal No. 10 was a management proposal to hold a non-binding advisory vote on the compensation of the Company's executives, as described in the Proxy Statement. This proposal was approved by the requisite vote.

For Against Abstain Broker Non-Vote 354,501,056 3,164,707 5,374,655 23,530,299


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