Other Information
−Removed: In connection with his previously announced departure from Automatic Data Processing, Inc.
−Removed: (the “Company”) on March 31, 2023, Don Weinstein entered into a separation agreement and release (“agreement”), dated January 30, 2023.
−Removed: His departure constitutes a “Qualifying Termination” as defined under the Company’s Corporate Officer Severance Plan (the “Plan”) and the agreement sets forth the terms of his separation and release in accordance with the Plan.
−Removed: A copy of the separation agreement and release is filed as Exhibit 10.1 hereto and incorporated herein by reference.
+Added: On April 28, 2023, the Board of Directors (the “Board”) of Automatic Data Processing, Inc.
+Added: (the “Company”) amended and restated the Company’s By-Laws (as so amended and restated, the “By-Laws”) to:
+Added: update the advance notice provisions for the nomination of directors to require that proposing stockholders and proposed nominees provide a completed director and stockholder questionnaire and other information that the Company may reasonably request and to update such information promptly if it ceases to be accurate or complete in any material respect;
+Added: require that any stockholder directly or indirectly soliciting proxies from other stockholders use a proxy card color other than white;
+Added: clarify that the Delaware General Corporate Law default standard applies for stockholder voting and meeting adjournment procedures;
+Added: increase the Board quorum requirement from one-third to a majority standard of directors then in office;
+Added: make other modernizing and clarifying changes.
+Added: The foregoing description of the By-Laws does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the By-Laws, which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
Exhibit Number Exhibit
−Removed: Separation Agreement and Release, dated January 30, 2023, by and between Don Weinstein and Automatic Data Processing, Inc.
+Added: Amended and Restated By-laws of Automatic Data Processing, Inc., dated April 28, 2023
Certification by Maria Black pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934
13 unchanged sentences
AUTOMATIC DATA PROCESSING, INC.
−Removed: February 2, 2023 /s/ Don McGuire
+Added: May 1, 2023 /s/ Don McGuire
Chief Financial Officer
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.