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 8, 2023   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 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))   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 Annual Meeting of the Stockholders of Automatic Data Processing, Inc. (the “Company”) was held on November 8, 2023. There were present at the meeting, either in person or by proxy, holders of 360,481,531 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   313,814,244   2,412,349   355,196   43,899,742 Maria Black   315,608,925   651,604   321,260   43,899,742 David V. Goeckeler   312,446,437   3,768,414   366,938   43,899,742 Linnie M. Haynesworth   313,067,458   3,164,186   350,145   43,899,742 John P. Jones   305,589,946   10,620,021   371,822   43,899,742 Francine S. Katsoudas   313,086,290   3,103,176   392,323   43,899,742 Nazzic S. Keene   314,728,484   1,470,015   383,290   43,899,742 Thomas J. Lynch   311,757,745   4,462,838   361,206   43,899,742 Scott F. Powers   312,111,558   4,117,964   352,267   43,899,742 William J. Ready   217,658,386   98,557,710   365,693   43,899,742 Carlos A. Rodriguez   305,625,590   10,601,131   355,068   43,899,742 Sandra S. Wijnberg   300,135,970   15,767,401   678,418   43,899,742   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 288,932,624   26,737,504   911,661   48,899,742   Proposal 3 – Advisory Vote on Frequency of Executive Compensation Advisory Vote (“Say When on Pay”) The advisory vote on the frequency of future advisory votes on executive compensation received the following vote, with the “one year” frequency receiving the highest number of votes: One Year   Two Years   Three Years   Abstained   Broker Non-Votes 310,869,574   371,175   4,786,238   554,802   48,899,742   The Company has considered the advisory vote on the Say When on Pay proposal, and determined that it will hold an advisory vote on executive compensation every year until the next Say When on Pay vote, which will occur no later than the Company’s Annual Meeting of Stockholders in 2029. 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, 2023 was approved based on the following vote: For   Against   Abstained 341,315,418   18,467,282   698,831               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 14, 2023 By: /s/ David Kwon       Name: David Kwon       Title: Vice President