Judith A. Reinsdorf - Executive Vice President and General Counsel
Edward D. Breen - Non-Executive Chairman
TYCO International Ltd. (TYC) Annual Shareholder Meeting March 6, 2013 9:00 AM ET
Judith A. Reinsdorf
[indiscernible] included the agenda item and the proposals of the Board of Directors. No shareholder has requested that an item be included on the agenda. We send the annual report for the 2012 fiscal year with the Proxy Statement, to registered shareholders and made it available on our website and at our office in Schaffhausen.
Now, I'd like to introduce Ed Breen, Chairman of the company.
Edward D. Breen
Thank you, Judy. On behalf of Brian Duperreault, your Lead Director; George Oliver, the company's Chief Executive Officer and the rest of your Board of Directors, I want to welcome you and thank you for participating in this meeting. As Chairman of the Board of Directors, I will preside over the meeting, Judy Reinsdorf will take the minutes of today's meeting. We will also be recording the proceedings for replay on our website. I note that the following members of our Board of Directors are present. I'd like to take a moment to recognize them and [indiscernible] raise their hand: George Oliver, our CEO; Brian Duperreault, our Lead Director, retired President and Chief Executive Officer of Marsh & McLennan; Mike Daniels, retired Senior Vice President, Global Technology Services of IBM; Frank Drendel, Chairman of the CommScope; Rajiv Gupta, former Chairman and Chief Executive Officer of the Rohm and Haas Companies; Jack Krol, former Chairman, Chief Executive Officer of du Pont; Brendan O'Neill, former Chief Executive Officer of Imperial Chemical Industries; Sandra Wijnberg, Chief Administrative Officer of Aquiline Holdings; and David Yost, former President and Chief Executive Officer of AmerisourceBergen. I'd also like to take a moment to acknowledge Bill Stavropoulos, who retired from our board as of today's meeting and to thank him for his significant contributions to the company during 6 years of service on our board.
I'd now like to introduce others who are with us at today's meeting. As a representative of our Swiss auditors, I welcome Mr. Dirk Peeters of Deloitte. As a representative of our U.S. auditors, I welcome Mr. Chris Cooper of Deloitte. And as a representative of our special auditors, I welcome Mr. Christian Kanapka [ph] of PricewaterhouseCoopers. Finally, I would like to introduce Arun Nayar, Executive Vice President and CFO of the company; and Kevin Coen, Associate General Counsel; and Dr. Harald Maag, an attorney-at-law here in Zürich. Arun and Kevin, act as the company proxy and Dr. Maag as the independent proxy.
Depending on the instructions received from shareholders, investors Nayar, Coen and Dr. Maag may vote separate blocks of shares both for and against each proposal and they may abstain as well. Under Swiss law, some of the resolutions to be taken today must be recorded by a Swiss public notary. Mr. Peeters is the public notary and he will record the relevant resolutions in a public deed. Broadridge Financial Solutions will serve as both counter and inspector of elections. Are there any objection to this appointment?
Judy, would you please address the formality [indiscernible].
Judith A. Reinsdorf
Article 16 of our Articles of Association requires that the general meeting of shareholders pass each proposed resolution with the affirmative vote of at least the majority of the votes cast at today's meeting. Today's resolutions and elections will be taken by written ballot. If you need a ballot, please raise your hands so that [indiscernible] can give you. Shareholders who have a question concerning an agenda item will have the opportunity to ask questions when the proposals come up for consideration. Please raise your hand at that time.
We have now received the attendance list. As mentioned on this list, no registered shares are being represented by the shareholders in person. 380,141,933 registered shares with an aggregate nominal value of CHF 2,546,950,951 are being represented by the company. 114,860 registered shares with an aggregate nominal value of CHF 769,562 are being represented by the independent proxy. No shares are being represented by portfolio representative. In the aggregate, 380,256,793 registered shares with an aggregate nominal value of CHF 2,547,720,513 are represented in person or by proxy. I note that the majority of all shares entitled to vote are being represented and a quorum is present. The text of the agenda items and the proposals to be voted upon at the meeting are included in the final invitation distributed to each person.
Edward D. Breen
As the required formalities have been fulfilled. I hereby declare this meeting opened for the conduct of business. We will now move on today's agenda items and after all proposals have been submitted and discussed, vote on each proposal that has been duly brought before this meeting.
Judith A. Reinsdorf
The first agenda item is the approval of the company's annual report, parent company financial statements and consolidated financial statements for the 2012 fiscal year. You will find copies of these statements in the 2012 annual report distributed to our shareholders. The board proposes that the company's annual report, the parent company financial statements and the consolidated financial statements for the year ended September 28, 2012 be approved. This proposal is made in accordance with the recommendations of our auditors and the auditors have informed me that they have no additional remarks to their report. If there are any questions or comments, please raise your hand at this time.
Moving to the next agenda item. Agenda item 2 relates to the discharge of the Board of Directors from certain liabilities. The Board of Directors proposes granting a discharge from liabilities for their activities during the fiscal year ended September 28, 2012. If there are any questions regarding this proposal, please raise your hand at this time.
Moving to the next agenda item. The third proposal on today's agenda is the reelection of 10 members of the Board of Directors. The Board of Directors recommends electing the slate proposed to shareholders in the Proxy Statement. If there are any questions or comments, please raise your hand at this time.
The fourth agenda item includes 3 related proposals. Item 4a covers the election of Deloitte AG as our statutory auditor. Item 4b requests the ratification of Deloitte & Touche LLP for U.S. securities law purposes.
And Item 4c covers the election of PricewaterhouseCoopers AG as our special auditing firm for a term expiring at the 2014 general meeting. The representatives of Deloitte and PricewaterhouseCoopers AG have confirmed that they are willing to stand for election. The board recommends the election of Deloitte and PricewaterhouseCoopers to perform the audit services set forth in our Proxy Statement. If there are any questions regarding these proposals, please raise your hand.
The next agenda items are proposals to allocate the 2012 fiscal year profit and to approve an ordinary cash dividend. Item 5a relates to the allocation of the results of fiscal year 2012. The board recommends using the company's net income for the fiscal year 2012 and our statutory financial statements in the amount of approximately CHF 6.7 billion to reduce the accumulated deficit.
Item 5b relates to the proposed dividend. The proposal seeks approval for the payment of an ordinary cash dividend for $0.64 per share made out of the company's contributed surplus equity position, subject to an aggregate cap of CHF 600 million. The dividend will be paid in 4 equal installments of $0.16 per share. If there are any questions, please raise your hand at this time.
Agenda Item 6 relates to a non-binding advisory vote to approve executive compensation. The Board of Directors recommends that shareholders cast a non-binding vote to approve the company's executive compensation report, including the compensation paid to executive officers in fiscal 2012, all as described in the executive compensation report included on Pages 44 to 84 of the Proxy Statement. If there are any questions regarding this proposal, please raise your hand.
The next proposal seeks shareholder approval to amend our Articles of Association to extend the timeline for authorized share capital by 2 years to March 6, 2015. The board proposes that shareholders hereby approve the amendment to Article 4 Paragraph 1 of the Articles of Association appearing in the Proxy Statement and the invitation under Proposal #7 in both German and English. If there are any questions regarding this proposal, please raise your hand.
The final agenda item seeks shareholder approval to reduce the share capital of the company to approximately CHF 243 million, by reducing the par value of each share from CHF 6.70 to CHF 0.50 and allocate approximately CHF 3 billion to the contributed surplus subaccount of the reserve from capital contributions account. The board's proposal is conditioned on a report from PwC that states, that claims by creditors are fully covered notwithstanding the reduction. Further, the reduction will be accomplished only after publication of a notice to creditors in a Swiss official gazette of commerce. The board proposes that shareholders approve the reduction to the share capital and on completion of the capital reduction, adopt the amendments to Article 3 Paragraph 1, Article 4 Paragraph 1, Article 5 Paragraph 1 and Article 6 Paragraph 1 of the Articles of Association appearing in the Proxy Statement and the invitation under Proposal #8 in both German and English.
You have heard all of the proposals on which you will be voting at the meeting. We will now conclude discussions on today's agenda and proceed to voting. We will collect any ballots that might have been taken at the meeting.
Edward D. Breen
If there are no more ballots, I declare the polls closed. Are there any other questions at this time? Judy?
Judith A. Reinsdorf
We believe we are now ready to present the preliminary voting results. This represents all the votes pursuant to proxies received and tabulated prior to commencement of the meeting. Final voting results will be published in the company's SEC filings. The preliminary report of the Inspector of Election showed that Proposals 1 through 6 and Proposal 8 were approved by the affirmative vote of the majority of the votes capped in person or by proxy at the annual general meeting. In addition, Proposal #7, has been approved by the 2/3 majority of the votes cast in person or by proxy as required by Swiss law.
Edward D. Breen
Thank you, Judy. In accordance with the Secretary's report, I declare that Proposals 1 through 8 have been approved by shareholders in the form proposed by the board. There being no further business, I hereby declare this meeting adjourned. Thank you very much for attending.
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