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 8, 2013 (March 6, 2013)

 

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)

 

Freier Platz 10

CH-8200 Schaffhausen, 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 2013 Annual General Meeting of Shareholders of Tyco International Ltd. (the “Company”) was held on March 6, 2013 in Zürich, Switzerland.  At the meeting, the holders of 380,256,793 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 22, 2013.  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 28, 2012.  This proposal was approved by the requisite vote.

 

For

 

Against

 

Abstain

 

377,701,815

 

184,406

 

2,370,572

 

 

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 28, 2012. This proposal was approved by the requisite vote.

 

For

 

Against

 

Abstain

 

373,354,021

 

5,585,536

 

1,317,236

 

 

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 for a one-year term.

 

Name

 

For

 

Withhold

 

Broker Non-Vote

 

Edward D. Breen

 

350,308,766

 

2,835,011

 

27,113,016

 

Michael E. Daniels

 

351,932,938

 

1,210,839

 

27,113,016

 

Frank M. Drendel

 

351,698,291

 

1,445,486

 

27,113,016

 

Brian Duperreault

 

351,760,740

 

1,383,037

 

27,113,016

 

Rajiv L. Gupta

 

329,040,502

 

24,103,275

 

27,113,016

 

John A. Krol

 

349,779,026

 

3,364,751

 

27,113,016

 

George R. Oliver

 

351,987,823

 

1,155,954

 

27,113,016

 

Brendan R. O’Neill

 

350,893,838

 

2,249,939

 

27,113,016

 

Sandra S. Wijnberg

 

330,124,480

 

23,019,297

 

27,113,016

 

R. David Yost

 

329,619,846

 

23,523,931

 

27,113,016

 

 

 

 

 

 

 

 

 

 

Proposal No. 4.a — Election of Statutory Auditors (Deloitte AG (Zürich))

 

Proposal No. 4.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

 

378,570,103

 

1,183,065

 

503,625

 

 

2



 

Proposal No. 4.b — Ratification of Independent Registered Public Accounting Firm (Deloitte & Touche LLP)

 

Proposal No. 4.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 27, 2013. This proposal was approved by the requisite vote.

 

For

 

Against

 

Abstain

 

377,530,077

 

2,227,321

 

499,395

 

 

Proposal No. 4.c — Election of Special Auditors (PricewaterhouseCoopers AG (Zürich))

 

Proposal No. 4.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

 

378,541,858

 

1,207,362

 

507,573

 

 

Proposal No. 5.a — Allocation of Fiscal Year 2012 Results

 

Proposal No. 5.a was a management proposal to allocate the Company’s income for 2012 on its stand-alone Swiss statutory financial statements to reduce the accumulated deficit.  This proposal was approved by the requisite vote.

 

For

 

Against

 

Abstain

 

379,194,915

 

283,982

 

777,896

 

 

Proposal No. 5.b — Payment of an Ordinary Cash Dividend

 

Proposal No. 5.b was a management proposal to pay an ordinary cash dividend of $0.64 per share out of the Company’s “contributed surplus” equity position in four quarterly installments of $0.16 each. This proposal was approved by the requisite vote.

 

For

 

Against

 

Abstain

 

379,525,868

 

148,940

 

581,985

 

 

Proposal No. 6 — Advisory (Consultative) Vote on Executive Compensation

 

Proposal No. 6 was a management proposal to hold a non-binding advisory (or consultative) vote on the compensation of the Company’s executives, as described in the section of the Proxy Statement entitled “Executive Compensation Report.”  This proposal was approved by the requisite vote.

 

For

 

Against

 

Abstain

 

Broker Non-Vote

 

238,639,248

 

109,727,791

 

4,776,738

 

27,113,016

 

 

Proposal No. 7 — Renewal of Authorized Share Capital.

 

Proposal No. 7 was a management proposal to renew the Company’s authorized share capital for an additional two years and amend the corresponding provisions of the Company’s Articles of Association.  This proposal was approved by the requisite vote

 

For

 

Against

 

Abstain

 

372,965,907

 

6,069,653

 

1,221,233

 

 

3



 

Proposal No. 8 — Reduction of Registered Share Capital.

 

Proposal No. 8 was a management proposal to reduce the Company’s registered share capital from CHF 6.70 per share to CHF 0.50 per share and amend the corresponding provisions of the Company’s Articles of Association.  This proposal was approved by the requisite vote

 

For

 

Against

 

Abstain

 

378,834,545

 

583,725

 

838,523

 

 

The amendments to the Company’s Articles of Association approved in Proposals 7 and 8 will be accomplished when the notice periods required by Article 733 of the Swiss Code of Obligations have expired, which is expected to occur in May 2013.

 

4



 

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/ Judith Reinsdorf

 

 

 

Judith Reinsdorf

 

 

 

Executive Vice-President and General Counsel

 

 

 

 

 

 

 

 

Date:

March 8, 2013

 

 

 

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