Summary
This 8-K filing from Automatic Data Processing, Inc. (ADP) on June 8, 2012, details significant amendments to the company's Amended and Restated By-laws, approved by the Board of Directors on June 7, 2012. These changes primarily focus on the procedures for conducting business at annual and special stockholder meetings, as well as the process for nominating directors. The amendments aim to clarify and formalize these governance processes, impacting how stockholders can introduce business or nominate candidates. Key changes include specifying that only business directed by the chairman or properly noticed by a stockholder can be conducted at annual meetings, and outlining the notice requirements for stockholder-requested special meetings. Furthermore, the amendments introduce a new process for director nominations, requiring them to be made by the Board or by stockholders who adhere to specific notice procedures and record-keeping requirements. The filing also notes the removal of specific committee composition and responsibility details from the by-laws in favor of committee charters, and clarifies the process for fixing officer compensation.
Key Highlights
- 1ADP's Board of Directors approved amendments to the company's By-laws on June 7, 2012.
- 2Amendments clarify procedures for business to be brought before annual stockholder meetings, requiring proper notice from stockholders.
- 3Procedures for requesting and conducting special stockholder meetings have been formalized.
- 4A new section (2.04) details the process for director nominations, which can be made by the Board or by stockholders following specific notice requirements.
- 5Details regarding the composition and responsibilities of the Audit, Compensation, and Nominating/Corporate Governance Committees have been moved from the By-laws to their respective charters.
- 6The By-laws now state that written ballots are not required for stockholder votes at regular or special meetings.
- 7Provisions for fixing officer and agent compensation have been updated to include the CEO and delegated authority.