UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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| FORM 8-K/A | |
| (Amendment No. 1) | |
| 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 29, 2020
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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 of Incorporation) | (Commission File Number) | (I.R.S. 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 | | 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
Explanatory Note
This Current Report on Form 8-K/A (this “Amendment”) amends the Current Report on Form 8-K filed on June 2, 2020. The sole purpose of this Amendment is to include the conformed signature on the signature page where such conformed signature was inadvertently omitted in the original filing. No other changes have been made to the original filing.
Item 5.07 Submission of Matters to a Vote of Security Holders.
(a) On May 29, 2020, 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 14, 2020.
(b) Proposal 1. To elect Marc E. Becker, Stephanie Drescher and Reed B. Rayman to the Board of Directors of the Company as Class III directors, in each case, for a term of three years expiring at the Annual Meeting of Stockholders to be held in 2023. The Company’s stockholders duly elected Marc E. Becker, Stephanie Drescher and Reed B. Rayman by at least a plurality of the votes cast, to serve as Class III directors until the 2023 annual meeting of stockholders and until his or her 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 |
| Marc E. Becker | 685,659,211 | 25,931,838 | 10,074,143 |
| Stephanie Drescher | 694,022,447 | 17,568,602 | 10,074,143 |
| Reed B. Rayman | 685,921,913 | 25,669,136 | 10,074,143 |
Proposal 2. To conduct an advisory vote to approve the compensation of the Company’s named executive officers. The Company’s stockholders approved, on a non-binding, advisory basis, the executive compensation of the Company’s named executive officers (a “say-on-pay vote”). The results of the voting were as follows:
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| Votes For | Votes Against | Abstentions | Broker Non-Votes |
| 709,380,477 | 2,058,103 | 152,469 | 10,074,143 |
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, 2020. 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, 2020. The results of the voting were as follows:
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| Votes For | Votes Against | Abstentions |
| 720,074,093 | 1,523,755 | 67,344 |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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| Exhibit | Description |
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document |
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 thereunto duly authorized.
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| Date: | June 3, 2020 | ADT Inc. | |
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| | By: | /s/ David W. Smail |
| | | David W. Smail |
| | | Executive Vice President, Chief Legal Officer and Secretary |
