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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 6, 2024

 

Automatic Data Processing, Inc.
(Exact name of registrant as specified in its 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 6, 2024. There were present at the meeting, either in person or by proxy, holders of 362,346,312 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   317,700,072   1,579,778   345,282   42,721,180
Maria Black   318,076,711   1,249,744   298,677   42,721,180
David V. Goeckeler   315,525,786   3,752,604   346,742   42,721,180
Linnie M. Haynesworth   316,377,423   2,932,927   314,782   42,721,180
John P. Jones   307,444,354   11,852,199   328,579   42,721,180
Francine S. Katsoudas   316,142,553   3,173,282   309,297   42,721,180
Nazzic S. Keene   317,217,422   2,073,368   334,342   42,721,180
Thomas J. Lynch   316,271,942   2,995,383   357,807   42,721,180
Scott F. Powers   311,887,559   7,409,958   327,615   42,721,180
William J. Ready   229,128,067   90,171,322   325,743   42,721,180
Carlos A. Rodriguez   314,971,488   4,320,036   333,608   42,721,180
Sandra S. Wijnberg   302,115,475   17,194,390   315,267   42,721,180


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
286,404,778   31,537,628   1,682,726   42,721,180

 

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, 2024 was approved based on the following vote:

 

For   Against   Abstained
336,022,015   25,657,924   666,373

 

 

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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 12, 2024 By:

/s/ David Kwon

  
    Name: David Kwon  
    Title: Vice President  

 

 

 

 

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