Adt Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Re-election of five incumbent directors (Nicole Bonsignore, Thomas Gartland, Reed B. Rayman, Danielle Tiedt, and Sigal Zarmi) each for a one-year term expiring at the 2027 Annual Meeting.

2. 2

   Advisory Vote to Approve the Compensation of our Named Executive Officers

   ManagementBoard: FOR

   Non-binding, advisory vote (say-on-pay) to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement (CD&A, compensation tables, and related narrative).

   More detail

   This proposal asks shareholders to cast a non-binding advisory vote approving the Company’s named executive officer (NEO) compensation as disclosed in the Compensation Discussion and Analysis and accompanying tables. Management is seeking this advisory approval to validate its pay structures and to demonstrate alignment between executive pay and shareholder interests; the Compensation Committee emphasizes pay-for-performance with a significant portion of NEO pay at-risk and equity awards that only provide value if shareholders benefit. Notable context includes the Company’s use in 2025 of a two-metric annual incentive (Revenue and Adjusted EPS), a transition to stock options for annual long-term awards to emphasize appreciation-driven alignment, the Compensation Committee’s use of an independent consultant (Pearl Meyer), and governance changes that increased committee independence. The filing discloses that the Compensation Committee initially calculated a weighted business performance of approximately 150% under the 2025 AIP but exercised downward discretion to set the final payout at 135%, indicating active oversight and calibration of payouts. The Board frames the program as necessary to attract, retain, and motivate leaders to execute the company’s technology-forward strategy (including ADT+ and recent M&A), while noting clawback policies, anti-hedging, ownership guidelines, and other governance protections. Because the vote is advisory and non-binding, a failure to receive majority support would not automatically change compensation arrangements but would require the Compensation Committee and Board to consider shareholder feedback and potentially adjust future programs. The Board recommends a FOR vote on the basis that the disclosed programs are market-informed, designed to align management and stockholder outcomes, and supervised by an independent Compensation Committee with external advice. Overall, the proposal represents a regular governance touchpoint to confirm stockholder support for the Company’s executive pay philosophy, structure, and 2025 compensation outcomes.

3. 3

   Ratification of Appointment of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

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When is the Adt Inc 2026 annual meeting?

Adt Inc (ADT) holds its 2026 annual shareholder meeting on Wednesday, May 27, 2026.

What is the record date for the Adt Inc 2026 meeting?

The record date for the Adt Inc 2026 meeting is Monday, March 30, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Adt Inc's 2026 meeting?

The board is presenting 5 director nominees at the Adt Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Adt Inc 2026 meeting?

Shareholders will vote on 3 proposals at the Adt Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.