UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 6, 2014 (March 5, 2014)
TYCO INTERNATIONAL LTD.
(Exact Name of Registrant as Specified in its Charter)
|
| | |
| Switzerland | | 98-0390500 |
| (Jurisdiction of Incorporation) | | (IRS Employer Identification Number) |
001-13836
(Commission File Number)
Victor von Bruns-Strasse 21
CH-8212 Neuhausen am Rheinfall, Switzerland
(Address of Principal Executive Offices, including Zip Code)
41-52-633-02-44
(Registrant’s Telephone Number, including Area Code)
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2 (b) under the Exchange Act (17 CFR 240.14d-2 (b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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 |
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.
|
| | | |
| | TYCO INTERNATIONAL LTD. |
| | (Registrant) |
| | | |
| | By: | /s/ ANDREA GOODRICH | |
| | | Andrea Goodrich |
| | | Vice-President and Corporate Secretary |
| | | |
| | | |
| Date: March 6, 2014 | | |
