UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
| FORM |
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
| (Exact name of registrant as specified in its charter) |
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(State or Other Jurisdiction of Incorporation) |
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(I.R.S. Employer Identification No.) |
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(Former name or former address, if changed since last report)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
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| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Name of each exchange on which registered | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On August 5, 2020, the Board of Directors (the “Board”) of Automatic Data Processing, Inc. (the “Company”) amended and restated the Company’s By-Laws (as so amended and restated, the “By-Laws”) to reduce the percentage of the voting power of the Company’s outstanding shares of common stock required to call a special meeting of stockholders to 25%, subject to the requirements and procedures set forth in Section 1.02, Article I of the By-Laws.
The foregoing description of the By-Laws does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the By-Laws, which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit 3.1 | Amended and Restated By-Laws of Automatic Data Processing, Inc., dated August 5, 2020 |
| Exhibit 104 | Cover Page Interactive Data File, embedded in Inline XBRL |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| AUTOMATIC DATA PROCESSING, INC. | ||||
| (Registrant) | ||||
| Date: August 5, 2020 | By: | /s/ Michael A. Bonarti | ||
| Name: | Michael A. Bonarti | |||
| Title: | Vice President | |||
Exhibit Index
| Exhibit Number | Description |
| Exhibit 3.1 | Amended and Restated By-Laws of Automatic Data Processing, Inc., dated August 5, 2020 |
| Exhibit 104 | Cover Page Interactive Data File, embedded in Inline XBRL |