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 7, 2017
 
 Automatic Data Processing, Inc.
(Exact name of registrant as specified in charter)

Delaware
 
1-5397
 
22-1467904
(State or Other Jurisdiction
of Incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
 
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 (§230.405 of this chapter) or Rule 12b-2 of the Exchange Act (§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 5.07. Submission of Matters to a Vote of Security Holders.
 
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
The Company’s Nominees
 
 
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.

 
AUTOMATIC DATA PROCESSING, INC.
(Registrant)
 
     
     
Date: November 13, 2017
By:
/s/ Michael A. Bonarti
 
   
Name: Michael A. Bonarti
 
   
Title: Vice President