Current Report Filing (8-k)
15 November 2022 - 8:14AM
Edgar (US Regulatory)
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2022-11-09
2022-11-09
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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): November 9, 2022
|
Automatic Data Processing, Inc. |
(Exact name of registrant
as specified in charter) |
|
Delaware |
|
1-5397 |
|
22-1467904 |
(State or Other
Jurisdiction
of Incorporation) |
|
(Commission
File Number) |
|
(IRS Employer
Identification
No.) |
One
ADP Boulevard, Roseland,
New Jersey |
07068 |
(Address of principal executive
offices) |
(Zip Code) |
|
|
(973)
974-5000 |
(Registrant's
telephone number, including area code) |
|
N/A |
(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)) |
Securities registered
pursuant to Section 12(b) of the Act:
Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange
on which registered |
Common Stock, $0.10 Par Value (voting) |
|
ADP |
|
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. ☐
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
The Annual Meeting of the Stockholders of Automatic Data Processing,
Inc. (the “Company”) was held on November 9, 2022. There were present at the meeting, either in person or by proxy, holders
of 368,113,135 shares of common stock. The final tabulation of the voting results for the election of directors and other proposals is
set forth below.
Proposal 1 – Election of Directors
The following nominees were elected to the Company’s Board
of Directors for the ensuing year. The votes cast for each nominee were as follows:
Nominee |
|
For |
|
Against |
|
Abstained |
|
Broker Non-Votes |
Peter Bisson |
|
317,955,206 |
|
5,979,285 |
|
342,788 |
|
43,835,856 |
David V. Goeckeler |
|
322,887,876 |
|
1,034,864 |
|
354,539 |
|
43,835,856 |
Linnie M. Haynesworth |
|
322,291,988 |
|
1,646,593 |
|
338,698 |
|
43,835,856 |
John P. Jones |
|
314,987,678 |
|
8,910,964 |
|
378,637 |
|
43,835,856 |
Francine S. Katsoudas |
|
319,505,209 |
|
4,458,587 |
|
313,483 |
|
43,835,856 |
Nazzic S. Keene |
|
322,236,177 |
|
1,688,139 |
|
352,963 |
|
43,835,856 |
Thomas J. Lynch |
|
316,782,855 |
|
7,130,126 |
|
364,298 |
|
43,835,856 |
Scott F. Powers |
|
317,237,690 |
|
6,680,383 |
|
359,206 |
|
43,835,856 |
William J. Ready |
|
286,652,298 |
|
37,281,484 |
|
343,497 |
|
43,835,856 |
Carlos A. Rodriguez |
|
322,327,093 |
|
1,581,097 |
|
369,089 |
|
43,835,856 |
Sandra S. Wijnberg |
|
293,750,817 |
|
30,201,965 |
|
324,497 |
|
43,835,856 |
Proposal 2 – Advisory Vote on Company’s Executive
Compensation
The proposal to approve, on an advisory basis, executive compensation
of our Named Executive Officers was approved based upon the following vote:
For |
|
Against |
|
Abstained |
|
Broker Non-Votes |
301,257,796 |
|
22,056,458 |
|
963,025 |
|
43,835,856 |
Proposal 3 - Ratify the Appointment of the Independent Registered
Public Accounting Firm
The proposal to ratify the appointment
of Deloitte & Touche LLP to serve as the Company’s independent registered public accounting firm for the fiscal year that began
on July 1, 2022 was approved based on the following vote:
For |
|
Against |
|
Abstained |
349,658,801 |
|
17,089,490 |
|
1,364,844 |
Proposal 4 – Approval of an Amendment to the Automatic
Data Processing, Inc. Amended and Restated Employees’ Savings-Stock Purchase Plan
The proposal to approve an amendment to the Company’s Employees’
Savings-Stock Purchase Plan was approved based upon the following vote:
For |
|
Against |
|
Abstained |
|
Broker Non-Votes |
322,449,341 |
|
1,183,429 |
|
644,509 |
|
43,835,856 |
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.
|
AUTOMATIC DATA PROCESSING, INC. |
|
|
(Registrant) |
|
|
|
|
|
|
Date: November 14, 2022 |
By: |
/s/
David Kwon |
|
|
|
Name: |
David Kwon |
|
|
|
Title: |
Vice President |
|
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