Item 5. Other Information
Item 5. Other Information
(a) On April 28, 2025, the Board of Directors (the "Board") of the Company amended and restated the Company's By-Laws to make minor clarifying changes under Sections 2.04 and 2.05 of the By-Laws. The full text of the amended and restated By-Laws is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
(c) The following individuals became executive officers under Section 16 of the Securities Exchange Act of 1934 during the fiscal quarter ended March 31, 2025. We are reporting the following trading arrangements that are intended to satisfy the affirmative defense of Rule 10b5–1(c), which the executive officers adopted prior to becoming executive officers. For the fiscal quarter ended March 31, 2025, 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.”
Name & Title Date of Adoption Duration of Trading Arrangement The maximum number of securities to be sold pursuant to the trading arrangement (1)
David Foskett ,
President, Global Sales
September 5, 2024
January 6, 2025 – September 2, 2025
5,177
Virginia Magliulo ,
Executive Vice President, Employer Services International
September 5, 2024
January 6, 2025 – December 31, 2025
5,643
Brian Michaud ,
Executive Vice President, Smart Compliance Solutions & Human Resources Outsourcing
September 9, 2024
January 2, 2025 – July 1, 2025
2,068
(1) Securities reported in this column reflect options, restricted stock units (“RSUs”), performance-based stock units (“PSUs”) and shares of common stock, as appropriate. 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. In the case of PSUs (which have a three-year performance period), quantities included in this column reflect the application of performance factors at target and the inclusion of accrued dividend equivalents through the date of adoption of the trading arrangement. The PSU amounts do not reflect the impact of tax withholding which will not be determined until the PSUs vest. 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.
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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, 2025
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, 2025 /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.