Executive Change · Shareholder Vote

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  Form of Stock Option Grant Agreement under the 2018 Omnibus Award Plan   10.2  Form of Restricted Stock and Restricted Stock Unit Award Agreement under the 2018 Omnibus Award Plan   10.3  Form of Performance Stock Unit Award Agreement under the 2018 Omnibus Award Plan   10.4  Automatic Data Processing, Inc. Change in Control Severance Plan for Corporate Officers, as amended       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   Exhibit No. Description 10.1 Form of Stock Option Grant Agreement under the 2018 Omnibus Award Plan 10.2 Form of Restricted Stock and Restricted Stock Unit Award Agreement under the 2018 Omnibus Award Plan 10.3 Form of Performance Stock Unit Award Agreement under the 2018 Omnibus Award Plan 10.4 Automatic Data Processing, Inc. Change in Control Severance Plan for Corporate Officers, as amended