UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On January 10, 2024, Automatic Data Processing, Inc. (the “Company” or “ADP”) announced that the Company’s Board of Directors (the “Board”) appointed Thomas J. Lynch as the independent, non-executive Chair of the Board, effective as of January 31, 2024, succeeding Carlos A. Rodriguez, who has served as Executive Chair since January 1, 2023. Mr. Rodriguez will continue to serve as a non-employee director on the Company’s Board. In connection with this service, Mr. Rodriguez will forego any non-employee director compensation until the 2024 annual meeting of stockholders. Mr. Lynch has been an independent director of the Board since 2018 and most recently served as Chair of the Company’s Compensation and Management Development Committee (“CMDC”) as well as a member of the Company’s Nominating/Corporate Governance Committee (“NCGC”). In connection with this Board leadership transition, the Board approved other assignments, also effective as of January 31, 2024. John P. Jones transitions from his role as Lead Independent Director to serve as a member of the CMDC and NCGC. Scott F. Powers assumes the role of Chair of the CMDC and Nazzic S. Keene transitions as a member of the Company’s Corporate Development and Technology Advisory Committee to join the NCGC as Chair. Peter Bisson transitions as a member of the NCGC to the Audit Committee.
A copy of the press release announcing the Board leadership transition is attached hereto as Exhibit 99 and is hereby incorporated by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit 99 | Press Release dated January 10, 2024 issued by Automatic Data Processing, Inc. |
| Exhibit 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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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: January 10, 2024 |
By: | /s/ Michael A. Bonarti |
||
| Name: | Michael A. Bonarti | |||
| Title: | Vice President | |||
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Exhibit Index
| Exhibit Number | Description |
| 99 | Press Release dated January 10, 2024 issued by Automatic Data Processing, Inc. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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