ADT (ADT) Proxy filing summary

Executive summary

• Definitive acquisition agreement with Thrive Holdings; stockholders are to receive $10 per share in cash upon closing, subject to the merger agreement.

• Closing remains subject to customary conditions, including stockholder approval and U.S. antitrust approval.

Voting matters and shareholder proposals

• Stockholder approval is a condition to closing; transaction-related proxy materials are expected to be filed with the SEC.

Executive compensation and say-on-pay

• Outstanding employee equity awards are expected to be assumed by Thrive Holdings and converted to cash awards based on the transaction price, less option exercise prices, with existing time-vesting schedules and performance milestones maintained.

• Vested stock options are to be cashed out at closing based on the transaction price less the exercise price; public-company RSUs and options will no longer be part of compensation after closing.

• A long-term incentive program will be jointly designed with Thrive Holdings; further details are expected as the transaction progresses.