Item 5. Other Information
Item 5. Other Information
On April 28, 2023, the Board of Directors (the “Board”) of Automatic Data Processing, Inc. (the “Company”) amended and restated the Company’s By-Laws (as so amended and restated, the “By-Laws”) to:
a. 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;
b. require that any stockholder directly or indirectly soliciting proxies from other stockholders use a proxy card color other than white;
c. clarify that the Delaware General Corporate Law default standard applies for stockholder voting and meeting adjournment procedures;
d. increase the Board quorum requirement from one-third to a majority standard of directors then in office; and
e. make other modernizing and clarifying changes.
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.
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Item 6. Exhibits
Exhibit Number Exhibit
3.1
Amended and Restated By-laws of Automatic Data Processing, Inc., dated April 28, 2023
31.1
Certification by Maria Black pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934
31.2
Certification by Don McGuire pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934
32.1
Certification by Maria Black pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2
Certification by Don McGuire pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCH Inline XBRL Taxonomy Extension Schema
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase
101.LAB Inline XBRL Taxonomy Label Linkbase
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase
101.DEF Inline XBRL Taxonomy Extension Definition Document
104 Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
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SIGNATURES
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 thereunto duly authorized.
AUTOMATIC DATA PROCESSING, INC.
(Registrant)
Date: May 1, 2023 /s/ Don McGuire
Don McGuire
Chief Financial Officer
(Title)
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.