8-KLeadership ChangesExhibits & Filings

AUTOMATIC DATA PROCESSING INC 8-K Report, Executive Changes (Jan 30, 2006)

Filed January 30, 2006For Securities:ADP

Summary

Automatic Data Processing, Inc. (ADP) announced significant leadership changes via an 8-K filing on January 30, 2006, detailing events from January 27, 2006. The key development is the upcoming retirement of CEO Arthur F. Weinbach, effective August 31, 2006. While stepping down as CEO, Mr. Weinbach will remain with the company as non-executive Chairman of the Board, ensuring a degree of continuity. Concurrently, the Board of Directors has appointed Gary C. Butler as the new CEO, also effective August 31, 2006. Mr. Butler, a long-tenured employee since 1975 and current President and COO, brings extensive experience within ADP to the role. His appointment signifies an internal succession plan, which may be viewed favorably by investors seeking stability. The filing also outlines specific executive compensation terms for Mr. Butler related to potential future change-in-control events.

Key Highlights

  • 1Arthur F. Weinbach to retire as CEO effective August 31, 2006, but will continue as non-executive Chairman of the Board.
  • 2Gary C. Butler appointed as the new CEO, effective August 31, 2006.
  • 3Mr. Butler has been with ADP since 1975 and currently serves as President and COO.
  • 4The leadership transition appears to be a planned internal succession.
  • 5The filing includes details of an employment agreement for Mr. Butler, outlining compensation and benefits in the event of a change in control.
  • 6A press release detailing these announcements was issued on January 30, 2006, and is included as an exhibit.

Frequently Asked Questions

This 8-K filing primarily announces a significant leadership change at Automatic Data Processing, Inc. (ADP). It details the upcoming retirement of the Chief Executive Officer (CEO), Arthur F. Weinbach, and the appointment of Gary C. Butler as his successor.

No, Arthur F. Weinbach will retire as CEO effective August 31, 2006, but he will remain with the company as the non-executive Chairman of the Board. This indicates a continued involvement and provides a transition period.

Gary C. Butler has been appointed as the new CEO, also effective August 31, 2006. Mr. Butler is a long-time employee of ADP, having joined in 1975. He has held various senior positions, including Group President of ADP Dealer Services and ADP Employer Services, and currently serves as President and Chief Operating Officer. He has also been a director of the company since 1996.

Yes, the filing includes details of an employment agreement for Mr. Butler. This agreement specifies certain payments and benefits, including accelerated vesting of stock options and removal of restrictions on restricted stock, that would be triggered in the event of a 'change in control' of the company. It also includes provisions for excise tax gross-ups.