Summary
This 8-K/A filing from Automatic Data Processing, Inc. (ADP) details the final voting results from its Annual Meeting of Stockholders held in November 2017. The most significant outcome for investors is the successful election of all ten of the company's director nominees, indicating strong support from shareholders for the current board. Additionally, shareholders approved the executive compensation plan on an advisory basis and ratified the appointment of Deloitte & Touche LLP as the independent registered public accounting firm. The company also received majority support for a shareholder proposal to repeal certain by-law amendments not approved by stockholders, though the filing notes that no such amendments were made after the specified date, rendering the vote effectively symbolic. Shareholders also voted overwhelmingly in favor of holding an annual advisory vote on executive compensation. The filing also provides insight into a proxy contest initiated by Pershing Square, which nominated its own slate of directors. While these nominees received a significant number of votes, they were not elected, highlighting that the majority of voting power remained with the company's nominees. The report confirms that the company will hold an advisory vote on executive compensation annually until at least 2023, aligning with shareholder preference for regular oversight.
Key Highlights
- 1All ten of ADP's director nominees were elected to the board, receiving substantial support from shareholders.
- 2Shareholders approved the company's executive compensation plan on an advisory basis with a significant majority ('For' votes outnumbering 'Against' votes).
- 3The appointment of Deloitte & Touche LLP as the independent registered public accounting firm was ratified by shareholders.
- 4Shareholders voted in favor of holding an advisory vote on executive compensation annually ('Say When on Pay'), and ADP has committed to this frequency.
- 5A shareholder proposal to repeal by-law amendments not approved by stockholders passed, though the company stated no such amendments had been made.
- 6Pershing Square's director nominees received votes but were not elected, indicating the company's slate maintained majority support.
- 7A substantial number of shares (over 328 million) were represented at the meeting, signifying high shareholder participation.