UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
SCHEDULE 14A INFORMATION
Proxy
Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant ☐ Filed by a Party other
than the Registrant ☒
Check the appropriate box:
☐
|
Preliminary Proxy Statement
|
☐
|
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
|
☐
|
Definitive Proxy Statement
|
☐
|
Definitive Additional Materials
|
☒
|
Soliciting material Pursuant to §240.14a-12
|
Automatic Data Processing, Inc.
(Name of Registrant as Specified In Its Charter)
William A. Ackman
Veronica M. Hagen
V.
Paul Unruh
Pershing Square Capital Management, L.P.
PS Management GP, LLC
Pershing Square, L.P.
Pershing Square II, L.P.
Pershing Square International, Ltd.
Pershing Square Holdings, Ltd.
Pershing Square VI Master, L.P.
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
|
|
|
|
|
|
|
☒
|
|
No fee required.
|
|
|
☐
|
|
Fee computed on table below per Exchange Act Rule 14a-6(i)(4) and 0-11.
|
|
|
|
|
|
(1)
|
|
Title of each class of securities to which transaction applies:
|
|
|
(2)
|
|
Aggregate number of securities to which transaction applies:
|
|
|
(3)
|
|
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing
fee is calculated and state how it was determined):
|
|
|
(4)
|
|
Proposed maximum aggregate value of transaction:
|
|
|
(5)
|
|
Total fee paid:
|
|
|
☐
|
|
Fee paid previously with preliminary materials.
|
|
|
☐
|
|
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
|
|
|
|
|
|
1)
|
|
Amount Previously Paid:
|
|
|
2)
|
|
Form, Schedule or Registration Statement No.:
|
|
|
3)
|
|
Filing Party:
|
|
|
4)
|
|
Date Filed:
|
On August 21, 2017, Pershing Square Capital Management, L.P. and certain of its affiliates issued the
following press release:
Pershing Square Issues Statement Regarding ADP
New York, NY August 21, 2017 //- Pershing Square Capital Management, L.P. (Pershing Square) today issued the following statement:
Last Thursday, August 17th, Pershing Square presented a 210-minute, 167-slide webcast entitled,
ADP: The Time is Now
,
in which we
detailed weaknesses in ADPs product and service offerings, deficiencies in the companys productivity and operating margins versus its direct competitors, and outlined a plan to address these shortcomings and to maximize value for all
stakeholders.
Without responding to
any
of these issues, ADP issued a press release just two hours after the presentation concluded stating that
the presentation contained, nothing that has not previously been analyzed by the Board and management. If, in fact, ADPs Board and management were fully aware of the companys dramatic underperformance versus its competitors
and its potential, why have they not explained how they will address these concerns?
The fact that the Board believes that the companys
largest owner with an 8.3% stake does not deserve even one Board seat speaks to their insularity and lack of shareholder perspective, said Bill Ackman, CEO of Pershing Square. By contrast, the cumulative ownership of the Board including
the companys CEO is less than 0.09% of shares outstanding.
We look forward to the annual meeting where shareholders will be given the
opportunity to elect Pershing Squares independent directors who bring a shareholder orientation, fresh perspectives, and relevant expertise to accelerate the necessary change required for ADP to achieve its full potential. The election of
The Nominees for ADPs Transformation
will send a message to ADPs management and Board that the status quo is unacceptable.
About
Pershing Square Capital Management, L.P.
Pershing Square Capital Management, L.P. (Pershing Square), based in New York City, is a
SEC-registered investment advisor to investment funds.
Media Contact:
Pershing Square
Fran McGill
212 909 2455,
McGill@persq.com
Pershing Square Capital
Management, L.P. (Pershing Square) and certain of its affiliated funds have filed a preliminary proxy statement and an accompanying proxy card with the Securities and Exchange Commission (the SEC) to be used to solicit
proxies in connection with the upcoming annual meeting of stockholders (the Annual Meeting) of Automatic Data Processing, Inc. (the Company) and the election of a slate of director nominees at the Annual Meeting (the
Solicitation). Prior to the Annual Meeting, Pershing Square and certain of its affiliated funds intend to file with the SEC, and furnish to stockholders of the Company, a definitive proxy statement and accompany proxy card.
PERSHING SQUARE STRONGLY ADVISES ALL STOCKHOLDERS OF THE COMPANY TO READ THE PRELIMINARY PROXY STATEMENT, THE DEFINITIVE PROXY STATEMENT, ANY AMENDMENTS OR
SUPPLEMENTS TO SUCH PROXY STATEMENT AND OTHER PROXY MATERIALS RELATED TO THE SOLICITATION WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION, INCLUDING INFORMATION RELATING TO THE PERSONS WHO MAY BE DEEMED PARTICIPANTS IN
THE SOLICITATION. SUCH PROXY MATERIALS WILL BE AVAILABLE AT NO CHARGE ON THE SECS WEB SITE AT
HTTP://WWW.SEC.GOV
. IN ADDITION, THE PARTICIPANTS IN THIS PROXY SOLICITATION WILL PROVIDE COPIES OF THE PROXY STATEMENT AND OTHER RELEVANT
DOCUMENTS WITHOUT CHARGE, WHEN AVAILABLE, UPON REQUEST. REQUESTS FOR COPIES SHOULD BE DIRECTED TO THE PARTICIPANTS PROXY SOLICITOR, D.F. KING & CO., INC., 48 WALL STREET, 22ND FLOOR, NEW YORK, NEW YORK 10005 (CALL COLLECT:
(212) 269-5550; CALL TOLL FREE: (866) 342-1635) OR EMAIL:
ADP@DFKING.COM
.
William A. Ackman, Veronica M. Hagen, V. Paul Unruh, Pershing Square, PS Management GP, LLC, Pershing Square,
L.P., Pershing Square II, L.P., Pershing Square International, Ltd., Pershing Square Holdings, Ltd. and Pershing Square VI Master, L.P. may be deemed participants under SEC rules in the Solicitation. William A. Ackman, Pershing Square
and PS Management may be deemed to beneficially own the equity securities of the Company described in Pershing Squares statement on Schedule 13D initially filed with the SEC on August 7, 2017 (the Schedule 13D), as it may be
amended from time to time. Except as described in the Schedule 13D, none of the individuals listed above has a direct or indirect interest, by security holdings or otherwise, in the Company or the matters to be acted upon, if any, in connection with
the Annual Meeting.
Automatic Data Processing (NASDAQ:ADP)
Historical Stock Chart
From Apr 2024 to May 2024
Automatic Data Processing (NASDAQ:ADP)
Historical Stock Chart
From May 2023 to May 2024