Current Report Filing (8-k)
26 October 2022 - 10:07PM
Edgar (US Regulatory)
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2022-10-26 iso4217:USD xbrli:shares iso4217:USD xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
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):
October 26, 2022
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Automatic Data Processing, Inc. |
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(Exact name of registrant as
specified in charter) |
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Delaware |
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1-5397 |
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22-1467904 |
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(State or Other
Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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One ADP
Boulevard,
Roseland,
New Jersey |
07068 |
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(Address of principal executive
offices) |
(Zip Code) |
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(973)
974-5000 |
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(Registrant's telephone number,
including area code) |
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N/A |
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(Former name or former address, if
changed since last report)
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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:
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425) |
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Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
Securities registered pursuant to
Section 12(b) of the Act:
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Title of each class |
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Trading Symbol(s) |
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Name of each exchange
on which registered
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Common Stock, $0.10 Par Value (voting) |
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ADP |
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NASDAQ Global Select Market |
Indicate by check mark whether the
registrant is an emerging growth company as defined in Rule 405 of
the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this
chapter).
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. ☐
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Item 5.02 |
Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers. |
On
October 26, 2022, Automatic Data Processing, Inc. (the “Company” or
“ADP”) announced that the Company’s Board of Directors has
appointed Maria Black to the position of President and Chief
Executive Officer (“CEO”) and Carlos A. Rodriguez to the position
of Executive Chair of the Board of Directors, each effective as of
January 1, 2023. On October 26, 2022, the Company’s Board of
Directors also elected Maria Black to the Board of Directors,
effective as of January 1, 2023. In connection with this
transition, John P. Jones, the current Non-Executive Chairman of
the Board of Directors, will assume an independent Lead Director
role on the Board, also effective January 1, 2023. This leadership
structure is intended to ensure a seamless and successful CEO
transition, and the Board of Directors believes this leadership
structure is in the best interests of the Company’s stockholders at
this time.
Ms. Black, age 48, has been the President of ADP since January
2022. Prior to that, she was President, Worldwide Sales and
Marketing of ADP since February 2020 and served as President, Small Business
Solutions and Human Resources Outsourcing from January 2017 to
February 2020, as President, ADP TotalSource from July 2014 to
December 2016, as General Manager, ADP United Kingdom from
April 2013 to June 2014, and as General Manager, Employer
Services - TotalSource Western Central Region from January 2008 to
March 2013. Ms. Black joined ADP in 1996.
Mr. Rodriguez, age 58, has
been the Chief Executive Officer since November 2011. He served as
President and Chief Operating Officer of the Company before he was
appointed to his current position in November 2011 and served as
President through 2021. Having started his career at the Company in
1999, Mr. Rodriguez previously served as President of several key
businesses, including National Accounts Services, Employer Services
International, Small Business Solutions, and Professional Employer
Organization. Mr. Rodriguez is currently a director of Microsoft
Corporation.
Effective January 1, 2023, the Company is providing Ms. Black the
following key compensation and benefits:
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An annual base salary of $1,100,000; |
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An annual target bonus of 200% of annual base salary, which
will be prorated based on service during the fiscal year, with the
payout to be calculated based on performance against a set of
objectives under the Company’s Annual Cash Bonus Plan for
Officers; |
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Participation in the long-term incentive compensation program
for executives consisting of performance-based stock units (“PSUs”)
and restricted stock units (“RSUs”), with an expected annual total
target equity award value of $12,225,000 for fiscal year 2023
reflecting a pro-rated target award of $3,300,000 to be granted on
January 1, 2023 (reflecting a mix of 75% PSUs and 25% RSUs),
incremental to Ms. Black’s pre-existing equity award made on
September 1, 2022 with a target value of $5,625,000 (granted with a
mix of 75% PSUs and 25% RSUs) in connection with her prior role;
and |
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Continued participation in the Company’s Corporate Officer
Severance Plan and Change in Control Severance Plan for Corporate
Officers (each at a CEO level) and all of the Company’s other
applicable 401(k), executive retirement, deferred compensation,
medical and health, life, accident, disability and other insurance
programs, stock purchase and certain other perquisite and benefit
programs on the same basis as similarly situated senior
executives. |
As
Executive Chair, Mr. Rodriguez would remain an active associate and
executive officer of the Company. Effective January 1, 2023, the
Company is providing Mr. Rodriguez the following key compensation
and benefits:
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An annual base salary of $605,400; |
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An annual target bonus of 150% of annual base salary, which
will be prorated based on service during the fiscal year, with the
payout to be calculated based on performance against a set of
objectives under the Company’s Annual Cash Bonus Plan for
Officers; |
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Continued participation in the long-term incentive compensation
program for executives consisting of PSUs and RSUs; and |
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Continued participation in the Company’s Corporate Officer
Severance Plan, Change in Control Severance Plan for Corporate
Officers and all of the Company’s other applicable 401(k),
executive retirement, deferred compensation, medical and health,
life, accident, disability and other insurance programs, stock
purchase and certain other perquisite and benefit programs on the
same basis as similarly situated senior executives. |
Ms. Black and Mr. Rodriguez
remain subject to the Company’s Clawback Policy as well as stock
ownership guidelines, which will require each of them to have an
ownership target in Company stock equal to six times base
salary.
A copy of the press release
announcing the appointments of Ms. Black and Mr. Rodriguez is
attached hereto as Exhibit 99 and is hereby incorporated by
reference.
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Item 9.01 |
Financial Statements and
Exhibits. |
(d)
Exhibits
SIGNATURE
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.
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AUTOMATIC DATA PROCESSING,
INC. |
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(Registrant) |
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Date: October 26, 2022
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By: |
/s/ Michael A. Bonarti
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Name: |
Michael A. Bonarti |
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Title: |
Vice President |
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Exhibit
Index
Automatic Data Processing (NASDAQ:ADP)
Historical Stock Chart
From Apr 2023 to May 2023
Automatic Data Processing (NASDAQ:ADP)
Historical Stock Chart
From May 2022 to May 2023
