8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Date of Report (Date of earliest event reported): June 15, 2022

(561) 988-3600

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report.)

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:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) Retirement from Board of Directors

Mr. Matthew H. Nord, who currently serves as a Class II director on the Board of Directors (the “Board”) of ADT Inc. (the “Company”), with a term expiring at the Company’s 2025 Annual Meeting of Stockholders (the “2025 Annual Meeting”), has retired from his position as a member of the Board effective June 15, 2022. Mr. Nord was a designee of funds managed by affiliates of Apollo Global Management, Inc. (“Apollo”).

(d) Appointment to Board of Directors

On June 15, 2022, the Board appointed Mr. William Lewis, Jr., age 66, as a member of the Board to serve as a Class II director with a term expiring at the 2025 Annual Meeting. Mr. Lewis joined Apollo in November 2021 as a Partner and member of the management committee. Mr. Lewis joins the Board as a designee of Apollo. As previously disclosed, Apollo has the right to nominate a majority of the Company’s directors as long as it beneficially owns 50% or more of the Company’s outstanding common stock.

Mr. Lewis will not receive compensation for his service on the Board and will be party to the Company’s Indemnification Agreement with its directors and executive officers. Mr. Lewis will not serve on any committee of the Board at this time.

There have been no transactions since the beginning of the Company’s last fiscal year, and there are no currently proposed transactions, in which the Company was or is to be a participant and in which Mr. Lewis or any member of his immediate family had or will have any interest, that are required to be reported under Item 404(a) of Regulation S-K.

A copy of the press release announcing the appointment of Mr. Lewis to the Board is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

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.

lewisbodappointment06142

Exhibit 99.1 ADT Appoints William M. Lewis Jr. to the Company’s Board of Directors BOCA RATON, Fla. (June 16, 2022) – ADT Inc. (NYSE: ADT), the most trusted brand in smart home and small business security, today announced the appointment of William M. (“Bill”) Lewis Jr. to the company’s board of directors as a Class II director with a term expiring at the 2025 annual meeting. “We are pleased to welcome Bill to our board of directors,” said ADT’s Chairman, Marc Becker. “Bill has deep experience providing financial counsel to growth companies in a wide range of industries. He brings broad new perspective to the ADT board as it develops and grows safe, smart, and sustainable customer solutions.” “It’s a pleasure to join ADT’s board of directors and be part of this iconic company’s exciting future,” Lewis said. “The smart home and rooftop solar markets are primed for growth, with exciting new innovations and ideal market conditions that set the stage for ADT to achieve strong growth and positive results.” Lewis was designated by Apollo and will replace Matthew Nord, who has retired from the Board. Lewis joined Apollo in 2021 as a senior partner, where he sources and executes investment opportunities across the firm’s private equity business. Prior to Apollo, he was managing director and chairman of investment banking at Lazard, where he spent more than 17 years advising global corporations on financial matters. Before Lazard, Lewis held leadership roles at Morgan Stanley for 24 years. Lewis serves on the boards of non-profit organizations including Uncommon Schools, New York Presbyterian Hospital, the New York City Police Foundation, the Posse Foundation, the National Constitution Center, the Economic Club of New York and Echoing Green. In addition to his not-for-profit activities, he serves on the board of Lazard Ltd., Ariel Alternatives, LLC and formerly served on the boards of Freddie Mac and Darden Restaurants. ### ABOUT ADT ADT provides safe, smart, and sustainable solutions for people, homes, and businesses. Through innovative offerings, unrivaled safety, and a premium customer experience, all delivered by the largest network of smart home security and rooftop solar professionals in the U.S., we empower people to protect and connect to what matters most. For more information, visit www.adt.com. FORWARD-LOOKING STATEMENTS ADT has made statements in this press release that are forward-looking and therefore subject to risks and uncertainties. All statements, other than statements of historical fact, included in this press release are, or could be, “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and are made in reliance on the safe harbor protections provided thereunder. Any forward-looking statement made in this press release speaks only as of the date on which it is made. ADT undertakes no obligation to publicly update or revise any forward-looking statement. Forward-looking statements are based on management’s current beliefs and assumptions and on information currently available to management. ADT cautions that these statements are subject to risks and uncertainties, many of which are outside of ADT’s control, and could cause future events or results to be materially different from those stated or implied in this press release. Media and Investor Contacts: Investor Relations investorrelations@adt.com Tel: 888-238-8525 Media Relations Paul Wiseman paulwiseman@adt.com 561-356-6388