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Washington, D.C. 20549





Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): November 11, 2020


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


Delaware   1-5397   22-1467904

(State or Other Jurisdiction

of Incorporation)



File Number)


(I.R.S. 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)

(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))


Securities registered pursuant to Section 12(b) of the Act:


Title of each class   Trading Symbol(s)  

Name of each exchange

on which registered

Common Stock, $0.10 Par Value (voting)   ADP   NASDAQ Global Select Market


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 5.07.Submission of Matters to a Vote of Security Holders.

The Company’s Annual Meeting of the Stockholders was held on November 11, 2020. There were present at the meeting, either in person or by proxy, holders of 377,203,192 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 324,841,239 715,505 572,943 51,073,505
Richard T. Clark 322,952,247 2,586,019 591,421 51,073,505
Linnie M. Haynesworth 324,932,674 533,793 643,220 51,073,505
John P. Jones 320,960,539 4,573,598 595,550 51,073,505
Francine S. Katsoudas 324,892,000 687,402 550,285 51,073,505
Nazzic S. Keene 324,884,574 645,235 599,878 51,073,505
Thomas J. Lynch 303,813,267 21,728,677 587,743 51,073,505
Scott F. Powers 324,049,590 1,392,339 687,758 51,073,505
William J. Ready 322,078,789 3,443,586 607,312 51,073,505
Carlos A. Rodriguez 324,901,145 668,713 559,829 51,073,505
Sandra S. Wijnberg 324,398,334 1,163,686 567,667 51,073,505

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
293,539,961 31,244,915 1,344,811 51,073,505


Proposal 3 - 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, 2020 was approved based on the following vote:


For Against Abstained
360,363,229 15,367,545 1,472,418


Proposal 4 – Stockholder Proposal to Prepare a Report on Employee Representation on the Board of Directors

The stockholder proposal to prepare a report on employee representation on the Board of Directors was not approved based upon the following vote:

For Against Abstained Broker Non-Votes
22,398,709 301,510,121 2,220,857 51,073,505







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.


Date: November 17, 2020 By: /s/ Michael A. Bonarti  
    Name:  Michael A. Bonarti  
    Title:  Vice President