UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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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).
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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 5.07 Submission of Matters to a Vote of Security Holders.
Ceridian HCM Holding Inc. (the “Company” or “Ceridian”) held its 2023 Annual Meeting of Stockholders (the “Annual Meeting”) on April 28, 2023. As of the March 1, 2023 record date (the “Record Date”), there were 152,696,838 shares of common stock of the Company, par value $0.01 per share (“Common Stock”), issued and outstanding and entitled to vote at the Annual Meeting. In addition, the holder of the share of special voting preferred stock (“Special Voting Share”) was entitled to cast a number of votes at the Annual Meeting equal to the number of shares of Common Stock issuable upon exchange of the exchangeable shares of Ceridian AcquisitionCo ULC (the “Exchangeable Shares”) then outstanding as of the Record Date. As of the Record Date, the Exchangeable Shares outstanding were exchangeable for 1,954,361 shares of Common Stock.
In total, 152,696,838 shares of Common Stock together with 1,954,361 Exchangeable Shares then represented by the Special Voting Share were outstanding as of the Record Date, constituting 154,651,199 votes represented by the outstanding shares of the Common Stock and Exchangeable Shares (“Voting Stock”). 137,796,821 shares of Voting Stock were represented at the Annual Meeting (in person or by proxy), constituting a majority of the outstanding shares entitled to vote at the Annual Meeting.
At the Annual Meeting, stockholders of the Company (1) approved the election of Brent B. Bickett, Ronald F. Clarke, Ganesh B. Rao, and Leagh E. Turner as Class I directors, and Deborah A. Farrington, Thomas M. Hagerty, and Linda P. Mantia as Class II directors, each to serve for a term of one year ending at Ceridian’s 2024 Annual Meeting of Stockholders; (2) approved the advisory, non-binding vote on the compensation of Ceridian’s named executive officers; and (3) ratified the appointment of KPMG LLP as Ceridian’s independent registered public accounting firm for the fiscal year ending December 31, 2023.
The final voting results of the Voting Stock are set forth below:
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For |
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Withhold/Abstain |
Broker Non-Votes |
Proposal One – |
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Brent B. Bickett |
133,158,469 |
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2,510,065 |
2,128,287 |
Ronald F. Clarke |
134,549,026 |
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1,119,508 |
2,128,287 |
Ganesh B. Rao |
134,603,283 |
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1,065,251 |
2,128,287 |
Leagh E. Turner Election of three Class II directors: |
135,219,454 |
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449,080 |
2,128,287 |
Deborah A. Farrington |
133,378,433 |
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2,290,101 |
2,128,287 |
Thomas M. Hagerty |
126,204,570 |
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9,463,964 |
2,128,287 |
Linda P. Mantia |
135,027,238 |
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641,296 |
2,128,287
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For |
Against |
Abstain |
Broker Non-Votes |
Proposal Two – Advisory, non-binding vote on the compensation of Ceridian’s named executive officers |
131,177,532 |
4,472,705 |
18,297 |
2,128,287 |
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For |
Against |
Abstain |
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Proposal Three – Ratification of the appointment of KPMG LLP as Ceridian’s independent registered public accounting firm for the fiscal year ending December 31, 2023 |
134,862,507 |
2,918,539 |
15,775 |
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Regarding Ceridian’s other directors, each of David D. Ossip, Andrea S. Rosen, and Gerald C. Throop continue to serve as a director for a term ending at Ceridian’s 2024 Annual Meeting of Stockholders.
SIGNATURES
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.
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CERIDIAN HCM HOLDING INC. |
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By: |
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/s/ William E. McDonald |
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Name: |
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William E. McDonald |
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Title: |
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Executive Vice President, General Counsel and Corporate Secretary |
Date: May 1, 2023