8-KShareholder Matters

AUTOMATIC DATA PROCESSING INC 8-K Report, Shareholder Vote Results (Nov 13, 2017)

Filed November 13, 2017For Securities:ADP

Summary

This 8-K filing from Automatic Data Processing, Inc. (ADP) reports preliminary results from its 2017 Annual Meeting of Stockholders held on November 7, 2017. The primary focus of this report is the voting outcomes on several key proposals, including the election of directors, advisory votes on executive compensation and its frequency, the ratification of the independent auditor, and a shareholder proposal regarding by-laws. Investors should note that these are preliminary results and are subject to final certification. The preliminary voting indicates strong support for the company's nominated directors and the ratification of Deloitte & Touche LLP as the independent auditor. The advisory vote on executive compensation also received preliminary approval. A shareholder proposal to repeal certain by-law amendments was approved, but the company noted that no such amendments were made after the specified date, rendering the vote's impact nominal. The filing also provides preliminary vote tallies for director nominees, including those proposed by Pershing Square, which did not receive majority support.

Key Highlights

  • 1Preliminary results from ADP's 2017 Annual Meeting of Stockholders indicate strong support for the election of the company's nominated directors.
  • 2The advisory vote to approve executive compensation received a preliminary 'For' majority.
  • 3Stockholders voted in favor of ratifying Deloitte & Touche LLP as ADP's independent registered public accounting firm for the fiscal year.
  • 4The advisory vote on the frequency of 'Say When on Pay' indicated a preference for a one-year cycle.
  • 5A shareholder proposal to repeal certain by-law amendments was approved, though the company stated no such amendments had been adopted since August 2, 2016, making the vote's outcome without practical effect.
  • 6Preliminary results show that nominees put forth by Pershing Square did not secure a majority of the votes cast.

Frequently Asked Questions

The preliminary voting results provide an early indication of shareholder sentiment on key company matters such as director elections and executive compensation. However, these results are subject to final certification by an independent inspector of elections, so investors should await the final certified results for definitive outcomes.

Based on the preliminary voting results, the company's nominated directors appear to have been elected. These results will be officially confirmed once the final certified report from the independent inspector of elections is received and filed.

The shareholder proposal to repeal certain by-law provisions or amendments was approved based on preliminary results. However, the company clarified that no such by-law amendments have been adopted since August 2, 2016, meaning this approval has no practical effect on the company's current by-laws.

Preliminary results show that shareholders voted in favor of the advisory proposal to approve the company's executive compensation. The final certified vote will confirm this outcome.