Other Information
−Removed: On April 28, 2023, the Board of Directors (the “Board”) of Automatic Data Processing, Inc.
−Removed: (the “Company”) amended and restated the Company’s By-Laws (as so amended and restated, the “By-Laws”) to:
−Removed: 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;
−Removed: require that any stockholder directly or indirectly soliciting proxies from other stockholders use a proxy card color other than white;
−Removed: clarify that the Delaware General Corporate Law default standard applies for stockholder voting and meeting adjournment procedures;
−Removed: increase the Board quorum requirement from one-third to a majority standard of directors then in office;
−Removed: make other modernizing and clarifying changes.
−Removed: 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.
+Added: During the fiscal quarter ended September 30, 2023, our executive officers adopted the following trading arrangements that are intended to satisfy the affirmative defense of Rule 10b5–1(c) .
+Added: Name & Title Date of Adoption Duration of Trading Arrangement The maximum number of securities to be sold pursuant to the trading arrangement (1)
+Added: Brock Albinson,
+Added: Corporate Controller
+Added: August 31, 2023 January 2, 2024 – December 31, 2024 9,993
+Added: Chief Operating Officer
+Added: September 7, 2023 January 16, 2024 – December 31, 2024 48,550
+Added: President and Chief Executive Officer
+Added: September 8, 2023 January 2, 2024 – December 31, 2024 49,648
+Added: Michael Bonarti,
+Added: Chief Administrative Officer
+Added: September 7, 2023 January 2, 2024 – December 31, 2024
+Added: Christopher D’Ambrosio,
+Added: Chief Strategy Officer
+Added: September 7, 2023 September 3, 2024 – September 4, 2024 752
+Added: Joseph DeSilva,
+Added: President, Global Sales
+Added: September 8, 2023 January 2, 2024 – December 31, 2024 17,953
+Added: Sreeni Kutam,
+Added: President, Global Product and Innovation
+Added: September 7, 2023 January 2, 2024 – December 31, 2024
+Added: Chief Legal Officer/General Counsel
+Added: September 8, 2023 January 2, 2024 – December 31, 2024
+Added: Chief Financial Officer
+Added: September 7, 2023 January 2, 2024 – December 31, 2024
+Added: Carlos Rodriguez,
+Added: Executive Chair
+Added: September 7, 2023 January 3, 2024 – December 31, 2024
+Added: (1) Securities reported in this column reflect options, restricted stock units (“RSUs”), performance-based stock units (“PSUs”) and shares of common stock, as appropriate.
+Added: In the case of RSUs, quantities included in this column reflect the full amount of RSUs as reported in an officer’s respective plan and do not reflect the impact of tax withholding which will not be determined until the RSUs vest.
+Added: In the case of PSUs (which have a three-year performance period), quantities included in this column reflect the application of the actual performance factor for tranches where performance has been certified, application at target for tranches where performance is not yet complete, and inclusion of accrued dividend equivalents through the date of adoption of the trading arrangement.
+Added: The PSU amounts do not reflect the impact of tax withholding which will not be determined until the PSUs vest.
+Added: In addition, securities reported in this column include securities subject to limit orders and such orders may not fill if limit order conditions are not met.
Exhibit Number Exhibit
−Removed: 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: May 1, 2023 /s/ Don McGuire
+Added: November 2, 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.