Item 2. Unregistered Sales of Equity Securities
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
Issuer Purchases of Equity Securities
Total Number
of Shares Purchased (1) Average Price
Paid per Share (3) Total Number of
Shares Purchased
as Part of the
Publicly
Announced
Common Stock Repurchase Plan (2) Maximum Approximate Dollar Value
of Shares that
may yet be
Purchased under
the Common Stock
Repurchase Plan (2) (3)
Period
October 1 to 31, 2023 471,060 $ 238.18 465,592 $ 3,954,527,496
November 1 to 30, 2023 403,380 $ 225.12 401,309 $ 3,864,193,487
December 1 to 31, 2023 206,533 $ 232.38 203,710 $ 3,814,508,318
Total 1,080,973 1,070,611
(1) During the three months ended December 31, 2023, pursuant to the terms of our restricted stock program, the Company purchased 10,362 shares at the then-market value of the shares to satisfy certain tax withholding requirements for employees upon the vesting of their restricted shares.
(2) The Company received the Board of Directors' approval to repurchase shares of the Company's common stock as follows:
Date of Approval
November 2022 $5 billion
(3) Inclusive of the impact of the one-percent excise tax under the Inflation Reduction Act of 2022.
There is no expiration date for the common stock repurchase authorization.
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Item 6. Exhibits
Exhibit Number Exhibit
10.1
Automatic Data Processing, Inc. 2018 Omnibus Award Plan, as amended and restated as of December 1, 2023 (the "2018 Omnibus Award Plan") (Management Compensatory Plan)
10.2
Form of Restricted Stock Unit Award Agreement under the 2018 Omnibus Award Plan (three-year vesting schedule) (Management Compensatory Plan)
10.3
Form of Restricted Stock Unit Award Agreement under the 2018 Omnibus Award Plan (non-three-year vesting schedule) (Management Compensatory Plan)
10.4
Form of Performance Stock Unit Award Agreement under the 2018 Omnibus Award Plan (Management Compensatory Plan)
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: February 1, 2024 /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.