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The 2017 Annual Meeting of the Stockholders of Automatic Data Processing, Inc. (the “Company”) was held on November 7, 2017 (the “Annual Meeting”). Set forth below are the proposals voted upon at the Annual Meeting, and the preliminary voting results reported by the Company’s proxy solicitor, Innisfree M&A Incorporated (the “Solicitor”), based on the information available to the Solicitor.
These results are preliminary estimates only and are subject to change based on the certification of the voting results by the independent inspector of elections, IVS Associates, Inc. The Company will file an amendment to this Current Report on Form 8-K to disclose the final voting results after receiving IVS Associates, Inc.’s final certified report.
Based on the preliminary results from the Solicitor and subject to the qualifications set forth herein, present at the meeting there were, either in person or by proxy, holders of 331,483,317 shares of common stock.
The preliminary totaling of the votes cast for each proposal were as follows:1
Proposal 1 - Election of Directors
| |
Nominee
|
For
|
Withheld
|
| |
Peter Bisson
|
325,495,544
|
2,029,011
|
| |
Richard T. Clark
|
324,752,948
|
2,771,607
|
| |
Eric C. Fast
|
182,965,597
|
62,308,542
|
| |
Linda R. Gooden
|
324,579,756
|
2,944,799
|
| |
Michael P. Gregoire
|
325,508,556
|
2,015,998
|
| |
R. Glenn Hubbard
|
238,981,708
|
6,292,431
|
| |
John P. Jones
|
244,303,151
|
970,989
|
| |
William J. Ready
|
325,477,531
|
2,047,024
|
| |
Carlos A. Rodriguez
|
325,510,794
|
2,013,761
|
| |
Sandra S. Wijnberg
|
325,607,267
|
1,917,288
|
|
Pershing Square’s Nominees
|
| |
Nominee
|
For
|
Withheld
|
| |
William A. Ackman
|
80,574,561
|
1,675,854
|
| |
Veronica M. Hagen
|
77,083,849
|
5,166,566
|
| |
V. Paul Unruh
|
50,237,219
|
32,013,196
|
The total estimated number of broker non-votes with respect to Proposal 1 was 3,958,762.
Based on the preliminary results, the directors elected at the meeting would be: Peter Bisson, Richard T. Clark, Eric C. Fast, Linda R. Gooden, Michael P. Gregoire, R. Glenn Hubbard, John P. Jones, William J. Ready, Carlos A. Rodriguez, and Sandra S. Wijnberg.
1 The preliminary vote results set forth in this Current Report on Form 8-K have been prepared by the Solicitor based on its work performed in connection with the Annual Meeting. These preliminary vote results reflect our Solicitor’s review and tabulation of each of the following: (i) white proxy cards received from registered holders by the Company; (ii) white proxy cards tabulated by Ellen Philip Associates with respect to certain holders of restricted shares; (iii) white proxy cards and gold proxy cards voted by Broadridge Financial Solutions (“Broadridge”) on behalf of custodian bank and broker clients; and (iv) white proxy cards voted by intermediaries for banks and brokers outside of the Broadridge system.
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 preliminary vote:
|
For
|
|
Against
|
|
Abstain
|
|
Broker Non-Votes
|
|
304,567,617
|
|
8,538,596
|
|
14,420,054
|
|
3,957,050
|
Proposal 3 - Advisory Vote on Frequency of Executive Compensation vote (“Say When on Pay”)
The advisory vote on the frequency of future advisory votes on executive compensation received the following preliminary vote, with the “one year” frequency receiving the highest number of preliminary votes:
|
1 Year
|
2 Year
|
3 Year
|
Abstain
|
Broker Non-Votes
|
|
294,713,421
|
3,268,337
|
27,645,231
|
1,904,465
|
3,951,863
|
The Company will disclose its decision on the frequency of the Say When on Pay vote in a further amendment to this Current Report on Form 8-K.
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, 2017 was approved based on the following preliminary vote:
|
For
|
|
Against
|
|
Abstain
|
|
323,661,758
|
|
6,678,418
|
|
1,143,140
|
Proposal 5 - Shareholder Proposal - Repeal Certain Provisions of, or Amendments to, By-Laws
The proposal to repeal all provisions of, or amendments to, the amended and restated by-laws of the Company adopted by the Board of Directors of the Company without stockholder approval after August 2, 2016 and up to and including the date of the Annual Meeting was approved based on the following preliminary vote:
|
For
|
|
Against
|
|
Abstain
|
|
Broker Non-Votes
|
|
182,051,967
|
|
141,837,097
|
|
3,635,408
|
|
3,958,845
|
However, no provisions or amendments to the Company’s by-laws have been adopted subsequent to August 2, 2016. As a result, the approval of the proposal has no effect, and the Company’s by-laws remain unchanged.
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.