Summary
This 8-K filing from Tyco International Ltd. reports on the proceedings of its 2012 Annual General Meeting of Shareholders held on March 7, 2012. The primary focus for investors is the overwhelming approval of all management-proposed resolutions by a significant majority of shareholders present and represented by proxy. Key outcomes include the approval of financial statements, discharge of the board from liability, election of directors, appointment of auditors, and specific financial and corporate actions. Notably, shareholders approved a cash dividend of up to $1.00 per share, with a portion to be paid in installments during 2012 and conditional payments in late 2012 and early 2013, contingent on the timing of spin-off record dates. The meeting also saw the approval of amendments to the company's Articles of Association to align with new Swiss legal regulations regarding book-entry shares and a change in the registered seat, with further amendments expected.
Key Highlights
- 1All management proposals, including the approval of annual financial statements and the discharge of the Board of Directors from liability for FY2011, received strong shareholder approval.
- 2All proposed directors were elected with a substantial majority of votes.
- 3Shareholders approved a cash dividend of up to $1.00 per share, with scheduled payments throughout 2012 and conditional payments in late 2012/early 2013.
- 4Deloitte AG (Zürich) was elected as statutory auditors, and Deloitte & Touche LLP was ratified as the independent registered public accounting firm for US reporting.
- 5PricewaterhouseCoopers AG (Zürich) was elected as special auditors.
- 6Shareholders approved amendments to the Articles of Association to reflect new Swiss legal regulations on book-entry shares and a change in the company's registered seat.
- 7The non-binding advisory vote on executive compensation also received shareholder approval.