8-KCorporate ChangesExhibits & Filings

AUTOMATIC DATA PROCESSING INC 8-K Report, Bylaw Amendment (Aug 5, 2020)

Filed August 5, 2020For Securities:ADP

Summary

Automatic Data Processing, Inc. (ADP) filed an 8-K on August 5, 2020, to report an amendment to its By-Laws. The key change involves reducing the threshold for stockholders to call a special meeting. Previously, a higher percentage of outstanding common stock voting power was required. Now, only 25% of the voting power is needed to initiate a special meeting, provided it adheres to the procedures outlined in Section 1.02 of the By-Laws. This amendment is significant as it empowers shareholders by making it easier to convene special meetings to discuss and vote on important company matters. Investors should note this change as it could lead to increased shareholder engagement and potentially more frequent special meetings concerning corporate governance or strategic decisions. The full details of the amended By-Laws are available as an exhibit to this filing.

Key Highlights

  • 1ADP's Board of Directors amended and restated the Company's By-Laws on August 5, 2020.
  • 2The primary amendment lowers the voting power threshold required for stockholders to call a special meeting.
  • 3The new requirement is 25% of the outstanding shares of common stock's voting power.
  • 4This change is subject to specific requirements and procedures detailed in Section 1.02, Article I of the By-Laws.
  • 5The amendment aims to enhance shareholder rights and facilitate special meetings.
  • 6The filing includes the Amended and Restated By-Laws as an exhibit (Exhibit 3.1).

Frequently Asked Questions

The main change is the amendment to ADP's By-Laws, which reduces the percentage of voting power required for stockholders to call a special meeting from a previously higher threshold to 25% of the outstanding common stock's voting power, subject to outlined procedures.

This amendment enhances shareholder rights by making it easier for a smaller group of shareholders to collectively call a special meeting. This can lead to greater shareholder influence on corporate governance and strategic decisions.

The amendment was approved by the Board of Directors on August 5, 2020, and the By-Laws were amended and restated on the same date. The new provision is effective as of August 5, 2020, provided the specific procedural requirements are met.

The complete details are available in Exhibit 3.1 of this 8-K filing, titled "Amended and Restated By-Laws of Automatic Data Processing, Inc., dated August 5, 2020."