UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 1)
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)
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
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(Address of Principal Executive Offices) |
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(Zip Code) |
Registrant’s telephone number, including area code: (
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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 (see General Instructions A.2. below):
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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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 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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:
Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
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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).
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. ☐
Explanatory Note
Item 5.07 Submission of Matters to a Vote of Security Holders.
The results of voting by the Company’s stockholders were reported incorrectly on the Original Filing as the result of a typographical error. The correct voting results for such proposals, as reported by the Company’s independent inspector of election, were as follows, and the Original Filing is amended accordingly:
Proposal One: Election of directors
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For |
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Against |
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Abstain |
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Broker Non-Votes |
Brent B. Bickett |
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143,740,851 |
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2,613,402 |
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17,999 |
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3,756,508 |
Ronald F. Clarke |
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145,859,423 |
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495,529 |
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17,300 |
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3,756,508 |
Deborah A. Farrington |
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144,863,351 |
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1,499,819 |
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9,082 |
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3,756,508 |
Thomas M. Hagerty |
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145,299,483 |
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1,054,934 |
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17,835 |
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3,756,508 |
Linda P. Mantia |
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145,197,263 |
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1,165,326 |
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9,663 |
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3,756,508 |
David D. Ossip |
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144,397,055 |
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1,769,986 |
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205,211 |
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3,756,508 |
Ganesh B. Rao |
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145,071,952 |
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1,282,709 |
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17,591 |
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3,756,508 |
Andrea S. Rosen |
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145,675,355 |
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687,853 |
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9,044 |
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3,756,508 |
Gerald C. Throop |
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145,255,332 |
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1,107,487 |
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9,433 |
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3,756,508 |
Proposal Two: Advisory, non-binding vote on the compensation of Dayforce’s named executive officers
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Against |
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Abstain |
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Broker Non-Votes |
133,810,643 |
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12,542,873 |
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18,736 |
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3,756,508 |
Proposal Three: Ratification of the appointment of KPMG LLP as Dayforce’s independent registered public accounting firm for the fiscal year ending December 31, 2024
For |
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Against |
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Abstain |
146,772,968 |
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3,337,868 |
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17,924 |
The amended numbers have no impact on the outcome of the matters voted upon.
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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Dayforce, Inc. |
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Date: |
May 7, 2024 |
By: |
/s/ William E. McDonald |
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Name: William E. McDonald |
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Title: Executive Vice President, General Counsel, and Corporate Secretary
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