What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2023-08-03 compared with 2022-08-03 · 44 added, 62 removed, 227 unchanged (32% of the section changed)

20 unchanged sentences

The Deloitte & Touche LLP attestation report is set forth below.

/s/ Carlos A.

/s/ Maria Black

Chief Executive Officer

34 unchanged sentences

Other Information

During the fiscal quarter ended June 30, 2023, none of the Company’s directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement.”

On August 3, 2023, the Board of Directors (the "Board") of the Company amended and restated the Company's By-Laws to eliminate reference to the Board's retirement policy under Section 2.02 since the Company's Corporate Governance Principles contain this policy.

The full text of the amended and restated By-Laws is attached hereto as Exhibit 3.2 and is incorporated herein by reference.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

4 unchanged sentences

John Ayala 56 Chief Operating Officer 2002

Maria Black 48 President, ADP 1996

Gus Blanchard 59 Chief Marketing Officer 1985

Maria Black 49 President and Chief Executive Officer 1996

Paul Boland 59 Chief Human Resources Officer 2017

Bonarti 57 Chief Administrative Officer 1997

Laura Brown 50 President, Major Account Services and ADP Canada 2000

Chris D'Ambrosio 42 Chief Strategy Officer 2014

Joe DeSilva 48 President, Global Sales 2003

Eberhard 60 Vice President and Treasurer 1998

Sreeni Kutam 52 Chief Human Resources Officer 2014

Sreeni Kutam 53 President, Global Product and Innovation 2014

David Kwon 53 Chief Legal Officer/General Counsel 2011

Virginia Magliulo 53 President, Employer Services International 2015

Don McGuire 63 Chief Financial Officer 1998

Brian Michaud 54 President, Smart Compliance Solutions 1991

Alex Quevedo 50 President, Human Resource Outsourcing 1997

Rodriguez 57 Chief Executive Officer 1999

Kareem Rogers 47 President, National Account Services 2016

Jim Sperduto 50 President, Small Business Services, Retirement Services and 1994

Insurance Services

Donald Weinstein 53 Corporate Vice President, Global Product and Technology 2006

Rodriguez 58 Executive Chair 1999

Brock Albinson joined ADP in 2007.

3 unchanged sentences

Maria Black joined ADP in 1996.

Prior to her appointment as President, ADP in January 2022, she served as President, Worldwide Sales and Marketing from March 2020 to December 2021, as President, Small Business Solutions and Human Resources Outsourcing from January 2017 to February 2020, as President, ADP TotalSource from July 2014 to December 2016, as General Manager, ADP United Kingdom from April 2013 to June 2014, and as General Manager, Employer Services - TotalSource Western Central Region from January 2008 to March 2013.

Gus Blanchard joined ADP in 1985.

Prior to his appointment as Chief Marketing Officer in July 2021, he served as Senior Vice President for Global Enterprise Sales from May 2014 to June 2021, and as Senior Vice President for TotalSource Sales from July 2009 to April 2014.

Prior to her appointment as President and Chief Executive Officer in January 2023, she served as President, ADP from January 2022 to December 2022, as President, Worldwide Sales and Marketing from March 2020 to December 2021, as President, Small Business Solutions and Human Resources Outsourcing from January 2017 to February 2020, as President, ADP TotalSource from July 2014 to December 2016, as General Manager, ADP United Kingdom from April 2013 to June 2014, and as General Manager, Employer Services - TotalSource Western Central Region from January 2008 to March 2013.

Paul Boland joined ADP in 2017.

Prior to his appointment as Chief Human Resources Officer in June 2023, he served as Interim Chief Human Resources Officer from November 2022 to June 2023, as Senior Vice President, Human Resources, Employer Services International from September 2021 to November 2022, as Division Vice President, HR, for Europe, Middle East and Africa (EMEA), GlobalView, Asia Pacific and Latin America from July 2018 to September 2021, and as Vice President, HR for EMEA from May 2017 to July 2018.

Prior to joining ADP, he served as Vice President, HR, EMEA with Allergan plc.

Bonarti joined ADP in 1997.

Prior to his appointment as Chief Administrative Officer in July 2021, he served as Corporate Vice President, General Counsel and Secretary from July 2010 to June 2021.

Laura Brown joined ADP in 2000.

Prior to her appointment as President, Major Account Services and ADP Canada in March 2020, she served as Senior Vice President/General Manager, Next Gen Human Capital Management from March 2019 to March 2020, as Senior Division Vice President, Major Account Services from September 2016 to March 2019, and Division Vice President/General Manager, Small Business Services from April 2014 to August 2016.

Chris D’Ambrosio joined ADP in 2014.

Prior to his appointment as Chief Strategy Officer in June 2021, he served as Senior Vice President, General Manager, Insurance Services, Small Business Services from January 2019 to June 2021, and as Senior Division Vice President of Strategy and Business Development, Small Business Services and Human Resources Outsourcing from December 2017 to January 2019, as Division Vice President of Strategy and Business Development, Human Resources Outsourcing from February 2017 to December 2017, and Division Vice President of Strategy, Human Resources Outsourcing from March 2016 to February 2017.

Resources Outsourcing from February 2017 to December 2017, and Division Vice President of Strategy, Human Resources Outsourcing from March 2016 to February 2017.

Joe DeSilva joined ADP in 2003.

Prior to his appointment as President, Global Sales in January 2022, he served as President, Small Business Services, Retirement Services and Insurance Services from February 2020 to December 2021, as Senior Vice President, Services & Operations, Small Business Services from May 2017 to February 2020, as Senior Vice President/General Manager, Retirement Services from June 2015 to May 2017, and as Senior Vice President, Sales, Retirement Services from May 2013 to June 2015.

Eberhard joined ADP in 1998.

He has served as Vice President and Treasurer since November 2009.

Sreeni Kutam joined ADP in 2014.

Prior to his appointment as Chief Human Resources Officer in June 2018, he served as Interim Chief Human Resources Officer from January 2018 to June 2018, as Division Vice President, Human Resources, Major Account Services from May 2016 to January 2018, and as Vice President, HR Strategy and Planning from January 2014 to April 2016.

Prior to his appointment as President, Global Product and Innovation in January 2023, he served as Chief Human Resources Officer from June 2018 to December 2022, as Interim Chief Human Resources Officer from January 2018 to June 2018, as Division Vice President, Human Resources, Major Account Services from May 2016 to January 2018, and as Vice President, HR Strategy and Planning from January 2014 to April 2016.

Prior to joining ADP, he was an HR consultant.

1 unchanged sentence

Prior to his appointment as Corporate Vice President, Chief Legal Officer/General Counsel in July 2021, he served as Staff Vice President and Associate General Counsel – Global Compliance from March 2019 to June 2021, and as Staff Vice President and Associate General Counsel – Litigation from July 2012 to March 2019 .

Virginia Magliulo joined ADP in 2015.

Prior to her appointment as President, Employer Services International in October 2021, she served as President, Global View from October 2019 to September 2021, and as General Manager, Southern Europe from November 2017 to October 2019.

Don McGuire joined ADP in 1998.

Prior to his appointment as Chief Financial Officer in October 2021, he served as President, Employer Services International from June 2018 to September 2021, as President, Global Enterprise Solutions EMEA/Streamline from July 2016 to June 2018, as Senior Vice President, General Manager, Asia Pacific Region from December 2012 to June 2016, and as General Manager, ADP United Kingdom/Ireland from September 2007 to December 2012.

Brian Michaud joined ADP in 1991.

Prior to his appointment as President, Smart Compliance Solutions in July 2021, he served as President, Human Resources Outsourcing from February 2020 to June 2021, as Senior Vice President, TotalSource from August 2016 to February 2020, as Senior Vice President, Client Services from June 2015 to August 2016, and as General Manager, Northeast from September 2011 to June 2015.

Alex Quevedo joined ADP in 1997.

Prior to his appointment as President, Human Resources Outsourcing in July 2021, he served as Senior Vice President, Human Resources Outsourcing Sales from September 2018 to June 2021, as Senior Vice President/General Manager, Insurance Services from December 2015 to August 2018, and as Division Vice President, Insurance Services Sales from December 2011 to December 2015 .

Rodriguez joined ADP in 1999.

Prior to his appointment in November 2011 to President and Chief Executive Officer, he served as President and Chief Operating Officer from May 2011 to November 2011, and as President, Employer Services International - National Account Services, ADP Canada, and GlobalView and Employer Services International, from March 2010 to May 2011.

Kareem Rogers joined ADP in 2016.

Prior to his appointment as President, National Account Services in July 2022, he served as Senior Vice President, Implementation, National Account Services from July 2018 to June 2022, and as Senior Vice President, Operations, National Account Services from March 2016 to July 2018.

Prior to joining ADP, he was a senior global executive for Equifax Inc.

and a management consultant for McKinsey & Company .

Jim Sperduto joined ADP in 1994.

Prior to his appointment as President, Small Business Services, Retirement Services and Insurance Services in January 2022, he served as Senior Vice President/General Manager, Retirement Services from November 2020 to December 2021, as Senior Vice President, Inside Sales, from January 2020 to October 2020, and as Senior Vice President, Major Account Sales from July 2015 to January 2020.

Donald Weinstein joined ADP in 2006.

Prior to his appointment as Corporate Vice President, Global Product and Technology in July 2018, he served as Chief Strategy Officer from December 2015 to June 2018, as Senior Vice President, Product Management from October 2010 to November 2015, and as Division Vice President, Strategy & Marketing from September 2007 to September 2010.

Prior to his appointment as Executive Chair in January 2023, he served as President and Chief Executive Officer from November 2011 to December 2022, as President and Chief Operating Officer from May 2011 to November 2011, and as President, Employer Services International - National Account Services, ADP Canada, and GlobalView and Employer Services International, from March 2010 to May 2011.

See “Election of Directors” in the Proxy Statement for the Company’s 2023 Annual Meeting of Stockholders, which information is incorporated herein by reference.

3 unchanged sentences

Any amendment to or waivers from the code of ethics will be disclosed on our website within four business days following the date of the amendment or waiver.

Insider Trading Policy

Our Company maintains an insider trading policy to provide guidelines to all directors, officers, associates and consultants of ADP with respect to trading in ADP securities, as well as the securities of publicly traded companies with whom ADP has a business relationship.

The policy prohibits trading by any person while in possession of material non-public information in violation of applicable law and provides for restricted periods and pre-clearance procedures for our directors and officers and certain other specified persons, as well as other related policies and procedures.

We believe that the insider trading policy is reasonably designed to promote compliance with insider trading laws, rules and regulations and listing standards applicable to ADP.

Audit Committee;

2 unchanged sentences

Executive Compensation

See “Corporate Governance,” “Compensation Discussion and Analysis,” “Compensation and Management Development Committee Report,” “Compensation of Executive Officers” and “Compensation of Non-Employee Directors” in the Proxy Statement for the Company’s 2022 Annual Meeting of Stockholders, which information is incorporated herein by reference.

See “Corporate Governance,” “Compensation Discussion and Analysis,” “Compensation and Management Development Committee Report,” “Compensation of Executive Officers,” “Potential Payments to Named Executive Officers Upon Termination or Change in Control,” “CEO Pay Ratio,” “Pay versus Performance,” and “Compensation of Non-Employee Directors” in the Proxy Statement for the Company’s 2023 Annual Meeting of Stockholders, which information is incorporated herein by reference.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

22 unchanged sentences

333-72023 on Form S-4 filed with the Commission on February 9, 1999

Amended and Restated By-laws of the Company, dated August 5, 2020 - incorporated by reference to Exhibit 3.2 to the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2020

Amended and Restated By-laws of the Company, dated August 3, 2023

Description of Common Stock

10 unchanged sentences

Form of 1.700% Senior Note due 2028 - incorporated by reference to Exhibit A to 4.1 to the Company's Current Report on Form 8-K dated May 11, 2021 and filed on May 14, 2021

364-Day Credit Agreement, dated as of July 1, 2022, among Automatic Data Processing, Inc., the Lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, Bank of America, N.A., BNP Paribas, Wells Fargo Bank, N.A.

and Deutsche Bank Securities Inc., as Syndication Agents, and Barclays Bank PLC and MUFG Bank, Ltd., as Documentation Agents - incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated and filed on July 1, 2022

Five-Year Credit Agreement, dated as of June 12, 2019, among Automatic Data Processing, Inc., the Lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, Bank of America, N.A., BNP Paribas, Wells Fargo Bank, N.A., Citibank, N.A., MUFG Bank, Ltd.

and Deutsche Bank Securities Inc., as Syndication Agents, and Barclays Bank PLC, as Documentation Agent - incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K dated June 12, 2019 and filed on June 13, 2019

364-Day Credit Agreement, dated as of June 30, 2023, among Automatic Data Processing, Inc., the Lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, Bank of America, N.A., BNP Paribas, Wells Fargo Bank, N.A.

Five-Year Credit Agreement, dated as of June 30, 2023, among Automatic Data Processing, Inc., the Lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, Bank of America, N.A., BNP Paribas, Wells Fargo Bank, N.A.

and Deutsche Bank Securities Inc., as Syndication Agents, and Barclays Bank PLC and MUFG Bank, Ltd., as Documentation Agents - incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K dated and filed on June 30, 2023

Amendment Agreement, dated as of June 30, 2023, relating to the Five-Year Credit Agreement, dated as of June 9, 2021, among Automatic Data Processing, Inc., the Lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent

Five-Year Credit Agreement, dated as of June 9, 2021, among Automatic Data Processing, Inc., the Lenders Party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, Bank of America, N.A., BNP Paribas, Wells Fargo Bank, N.A., and Deutsche Bank Securities Inc., as Syndication Agents, and Barclays Bank PLC and MUFG Bank Ltd., as Documentation Agents - incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K dated June 9, 2021 and filed on June 10, 2021

5 unchanged sentences

Automatic Data Processing, Inc.

Amended and Restated Employees’ Savings-Stock Purchase Plan - incorporated by reference to Exhibit 10.11 to the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2014 (Management Compensatory Plan)

Amended and Restated Employees’ Savings-Stock Purchase Plan, effective as of November 9, 2022 (Management Compensatory Plan)

Automatic Data Processing, Inc.

12 unchanged sentences

Form of Stock Option Grant Agreement under the 2008 Omnibus Award Plan (Form for Employees) - incorporated by reference to Exhibit 10.29 to the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2014 (Management Compensatory Plan)

Form of Restricted Stock Award Agreement under the 2008 Omnibus Award Plan (Form for Corporate Officers) - incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2015 (Management Compensatory Plan)

Form of Stock Option Grant Agreement under the 2008 Omnibus Award Plan (Form for Corporate Officers) - incorporated by reference to Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2015 (Management Compensatory Plan)

10 unchanged sentences

Form of Performance Stock Unit Award Agreement under the 2018 Omnibus Award Plan for grants beginning September 1, 2021 - incorporated by reference to Exhibit 10.33 to the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2021 (Management Compensatory Plan)

Form of Restricted Stock Unit Award Agreement under the 2018 Omnibus Award Plan for grants beginning September 1, 2022 - incorporated by reference to Exhibit 10.29 to the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2022 (Management Compensatory Plan)

Form of Performance Stock Unit Award Agreement under the 2018 Omnibus Award Plan for grants beginning September 1, 2022 - incorporated by reference to Exhibit 10.30 to the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2022 (Management Compensatory Plan)

Form of Restricted Stock Unit Award Agreement under the 2018 Omnibus Award Plan for grants beginning September 1, 2023 (Management Compensatory Plan)

Form of Performance Stock Unit Award Agreement under the 2018 Omnibus Award Plan for grants beginning September 1, 2023 (Management Compensatory Plan)

Offer Letter, dated as of March 1, 2019, between Automatic Data Processing, Inc.

and Kathleen Winters - incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2019

ADP Canada Co.

Supplementary Excess Retirement Plan, Amended and Restated as of August 1, 2018 (Management Compensatory Plan) - incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2022

Compensation letter for Don McGuire, dated September 2021, and relocation addendum, dated October 26, 2021, by and between Automatic Data Processing, Inc.

and Don McGuire - incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2021

Compensation letter for John Ayala, dated December 2021 - incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2021

Compensation letter for Maria Black, dated December 2021 - incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2021

Separation Agreement and Release, dated January 30, 2023, by and between Don Weinstein and Automatic Data Processing, Inc.

- incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2022

ADP Insider Trading Policy, effective April 13, 2023

Subsidiaries of the Company

Consent of Independent Registered Public Accounting Firm

Certification by Carlos A.

Rodriguez pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934

Certification by Maria Black pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934

Certification by Don McGuire pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934

Certification by Carlos A.

Rodriguez pursuant to 18 U.S.C.

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

12 unchanged sentences

Column A Column B Column C Column D Column E

Balance at beginning of period Charged to costs and expenses Charged to other accounts (A) Deductions Balance at end of period

Balance at beginning of year Charged to costs and expenses Charged to other accounts (A) Deductions Balance at end of year

Year ended June 30, 2023:

17 unchanged sentences

AUTOMATIC DATA PROCESSING, INC.

August 3, 2022 By /s/ Carlos A.

Chief Executive Officer

August 3, 2023 By /s/ Maria Black

President and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated.

Signature Title Date

/s/ Carlos A.

Rodriguez Chief Executive Officer, August 3, 2022

Rodriguez) Director

/s/ Maria Black President and Chief Executive August 3, 2023

(Maria Black) Officer, Director

(Principal Executive Officer)

5 unchanged sentences

(Peter Bisson)

/s/ Richard T.

Clark Director August 3, 2022

Goeckeler Director August 3, 2023

11 unchanged sentences

Ready Director August 3, 2023

/s/ Carlos A.

Rodriguez Executive Chair, Director August 3, 2023

/s/ Sandra S.

1 unchanged sentence

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.

What changed 10-K

Item 9A. Controls and Procedures