8-K 1 eh1801217_8k.htm FORM 8-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 6, 2018
 
 Automatic Data Processing, Inc.
(Exact name of registrant as specified in its charter)
 
 
Delaware
  
1-5397
  
22-1467904
(State or Other Jurisdiction of
Incorporation or Organization)
  
(Commission
File Number)
  
(I.R.S. Employer
Identification Number)
 
One ADP Boulevard, Roseland, New Jersey 07068
(Address of Principal Executive Offices) (Zip Code)

(973) 974-5000
(Registrant’s telephone number, including area code)

N/A
(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:
[   ]
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)

[   ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[   ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
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 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

2018 Omnibus Award Plan

At the November 6, 2018 Annual Meeting of the Stockholders of Automatic Data Processing, Inc. (the “Company”), stockholders approved the 2018 Omnibus Award Plan.  The forms of award agreements the Company intends to use for stock option grants, restricted stock and restricted stock unit awards, and performance stock unit awards under the 2018 Omnibus Award Plan are filed as Exhibits 10.1, 10.2 and 10.3, respectively, and incorporated herein by reference.

Change in Control Severance Plan for Corporate Officers

In addition, on November 6, 2018, the Automatic Data Processing, Inc. Change in Control Severance Plan for Corporate Officers, as amended (the “Plan”), became effective upon stockholder approval of the Company’s 2018 Omnibus Award Plan.  The Plan was amended to conform the change in control threshold contained in the Plan to the same threshold contained in the 2018 Omnibus Award Plan.  The foregoing description is qualified in its entirety by reference to the Plan, which is filed as Exhibit 10.4 hereto and incorporated herein by reference.

 
Item 5.07.
Submission of Matters to a Vote of Security Holders.
 
The Company’s Annual Meeting of the Stockholders was held on November 6, 2018. There were present at the meeting, either in person or by proxy, holders of 377,871,569 shares of common stock. The final tabulation of the voting results for the election of directors and other proposals is set forth below.
Proposal 1 – Election of Directors
The following nominees were elected to the Company’s Board of Directors for the ensuing year. The votes cast for each nominee were as follows:

Nominee
For
Against
Abstained
Broker Non-Votes
Peter Bisson
304,176,078
4,730,595
455,326
68,509,570
Richard T. Clark
306,301,947
2,633,760
426,292
68,509,570
Eric C. Fast
304,021,664
4,918,551
421,784
68,509,570
Linda R. Gooden
308,013,528
   945,467
403,004
68,509,570
Michael P. Gregoire
302,052,563
6,834,904
474,532
68,509,570
R. Glenn Hubbard
299,581,104
9,362,509
418,386
68,509,570
John P. Jones
303,078,644
2,745,891
3,537,464
68,509,570
Thomas J. Lynch
303,457,830
5,450,396
453,773
68,509,570
Scott F. Powers
306,297,223
2,588,170
476,606
68,509,570
William J. Ready
304,178,719
4,718,309
464,971
68,509,570
Carlos A. Rodriguez
307,841,888
1,076,050
444,061
68,509,570
Sandra S. Wijnberg
307,883,700
1,071,863
406,436
68,509,570

Proposal 2 – Advisory Vote on Company’s Executive Compensation
The proposal to approve, on an advisory basis, executive compensation of our Named Executive Officers was approved based upon the following vote:
For
Against
Abstained
Broker Non-Votes
300,421,264
7,739,593
1,201,142
68,509,570
 

 

Proposal 3 – Approval of the 2018 Omnibus Award Plan
The proposal to approve the 2018 Omnibus Award Plan was approved based upon the following vote:
For
Against
Abstained
Broker Non-Votes
290,652,142
17,374,902
1,334,955
68,509,570

Proposal 4 - Ratify the Appointment of the Independent Registered Public Accounting Firm
 
The proposal to ratify the appointment of Deloitte & Touche LLP to serve as the Company’s independent registered public accounting firm for the fiscal year that began on July 1, 2018 was approved based upon the following vote:
 
For
Against
Abstained
367,748,602
9,339,197
783,770

Item 9.01.  Financial Statements and Exhibits.
(d) Exhibits.

  10.1 
  10.2 
  10.3 
  10.4 
 
 

 

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: November 13, 2018
By:
/s/ Michael A. Bonarti  
    Name:  Michael A. Bonarti  
    Title:  Vice President
         
 



EXHIBIT INDEX