ADT CORP FILES (8-K) Disclosing Change in Directors or Principal Officers, Financial Statements and Exhibits
(Edgar Glimpses Via Acquire Media NewsEdge) Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 14, 2013, The ADT Corporation (the "Company") announced that the
Board of Directors (the "Board") has appointed Michael S. Geltzeiler as the
Company's Senior Vice President and Chief Financial Officer. Mr. Geltzeiler is
expected to join the Company shortly after the successful close of the
acquisition of NYSE Euronext by IntercontinentalExchange which is targeted for
November 4, 2013.
Mr. Geltzeiler, 55, currently serves as Chief Financial Officer and Group
Executive Vice President of NYSE Euronext since June 2008. Prior to that, he
served as President, School and Educational Services for the Reader's Digest
Association, and from 2001 to 2007 he served as its Chief Financial Officer and
Senior Vice President. Prior to that, Mr. Geltzeiler served as Chief Financial
Officer of Marketing Services, Corporate Controller and Chief Financial Officer
for the EMEA region at ACNielsen Corporation and worked in a variety of senior
finance positions both in the United States and abroad for Dun & Bradstreet.
Mr. Geltzeiler holds a Master of Business Administration in finance from New
York University's Stern School of Business, a Bachelor of Science in accounting
from the University of Delaware and a CPA certification from New York State.
Upon Mr. Geltzeiler assuming the role of Senior Vice President and Chief
Financial Officer, Mr. Geltzeiler will receive an annual base salary of $750,000
and will be eligible to participate in the Company's annual incentive plan and
earn annual incentive compensation, with a target bonus opportunity of
$750,000. Mr. Geltzeiler is also eligible to participate in the Company's annual
long-term incentive program and for fiscal year 2014, he is expected to receive
equity awards with a recommended grant date fair value of $1,875,000, which will
be spread among stock options, restricted stock units (RSUs) and performance
share units (PSUs). The stock options and RSUs that will be granted to
Mr. Geltzeiler are expected to vest in equal installments over a four-year
period beginning on the first anniversary of the date of grant. The number of
PSUs earned will be determined at the end of three years and can range from 0%
to 200% of the target number of shares granted based on achievement of Company
performance metrics. In connection with his hire, Mr. Geltzeiler will receive an
equity grant valued at $1,000,000 consisting of RSUs and stock options each
valued at $500,000 with the RSUs expected to vest on the third anniversary of
the date of grant and the stock options expected to vest in equal installments
over a three-year period beginning on the first anniversary of the date of
grant. Mr. Geltzeiler is also entitled to receive relocation assistance and
participate in the employee benefit plans that the Company customarily makes
available to senior executives, including participation in the Company's defined
contribution retirement plans, medical and dental plans and severance plans.
There are no relationships between the Company or its subsidiaries, on one hand,
and Mr. Geltzeiler, on the other hand, that would require disclosure pursuant to
Item 404(a) of Regulation S-K. There are no family relationships between
Mr. Geltzeiler and any directors or other executive officers of the Company.
A copy of the press release publicly announcing the appointment of
Mr. Geltzeiler is furnished as Exhibit 99.1 and is incorporated by reference
Item 9.01 Financial Statements and Exhibits.
99.1 Press Release of The ADT Corporation dated October 14, 2013.
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