Summary
Automatic Data Processing, Inc. (ADP) filed an 8-K on October 20, 2008, primarily to disclose an amendment to its Code of Business Conduct and Ethics. This amendment, effective October 21, 2008, centralizes the authority to grant waivers of the Code solely to the Board of Directors. Previously, a designated committee of the Board could also grant waivers. The key driver for this amendment is to ensure compliance with NASDAQ listing rules, as ADP is voluntarily transferring its stock listing from the New York Stock Exchange to the NASDAQ Global Select Market, also effective October 21, 2008. Investors should note this change in governance for ethical conduct waivers and the significant corporate action of changing stock exchanges.
Key Highlights
- 1ADP amended its Code of Business Conduct and Ethics, with the changes effective October 21, 2008.
- 2Only the Board of Directors can now grant waivers to the Code of Business Conduct and Ethics.
- 3This amendment was necessary to comply with NASDAQ listing requirements.
- 4ADP is voluntarily transferring its stock listing from the NYSE to the NASDAQ Global Select Market.
- 5The stock exchange transfer is also effective on October 21, 2008.
- 6The amended Code of Business Conduct and Ethics is included as Exhibit 14 to the filing.