56 unchanged sentences
Other Information
−Removed: In connection with his previously announced departure from Automatic Data Processing, Inc.
−Removed: (the “Company”) on September 30, 2025, Don McGuire entered into a separation agreement and release (the “agreement”), dated August 1, 2025.
−Removed: His departure constitutes a “Qualifying Termination” as defined under the Company’s Corporate Officer Severance Plan (the “Plan”) and the agreement sets forth the terms of his separation and release in accordance with the Plan.
−Removed: A copy of the agreement is filed as Exhibit 10.31 hereto and incorporated herein by reference.
For the fiscal quarter ended June 30, 2026, 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.”
15 unchanged sentences
Brian Michaud 58 Executive Vice President, Smart Compliance Solutions & Human Resources Outsourcing 1991
−Removed: Maria Black j oined ADP in 1996.
+Added: Samantha Orihuela 43 Chief Marketing Officer 2026
+Added: Maria Black joined ADP in 1996.
Prior to her appointment as President and Chief Executive Officer in January 2023, she served as President, ADP from January 2022 to December 2022, and as President, Worldwide Sales and Marketing from March 2020 to December 2021.
8 unchanged sentences
David Foskett joined ADP in 2004.
−Removed: Prior to his appointment as President, Global Sales in January 2025, he served as Senior Vice President, Global Enterprise Sales and Employer Services International Sales from April 2023 to December 2024, as Senior Vice President, Global Enterprise Sales from July 2021 to March 2023, and as Senior Vice President, Sales, Employer Services International from June 2015 to June 2021.
+Added: Prior to his appointment as President, Global Sales in January 2025, he served as Senior Vice President, Global Enterprise Sales and Employer Services International Sales from April 2023 to December 2024 and as Senior Vice President, Global Enterprise Sales from July 2021 to March 2023.
Peter Hadley joined ADP in 2002.
5 unchanged sentences
Jonathan Lehberger joined ADP in 2004.
−Removed: Prior to his appointment as Corporate Controller in July 2024, he served as Senior Vice President, Financial Strategy and Planning from April 2022 to June 2024, as Chief Financial Officer, Small Business Services from May 2021 to March 2022, and as Chief Financial Officer, Major Account Services and ADP Canada from January 2017 to April 2021.
+Added: Prior to his appointment as Corporate Controller in July 2024, he served as Senior Vice President, Financial Strategy and Planning from April 2022 to June 2024 and as Chief Financial Officer, Small Business Services from May 2021 to March 2022.
Virginia Magliulo joined ADP in 2015.
1 unchanged sentence
Brian Michaud joined ADP in 1991.
−Removed: Prior to his appointment as Executive Vice President, Smart Compliance Solutions & Human Resources Outsourcing in November 2024, he served as President, Smart Compliance Solutions & Human Resources Outsourcing from February 2024 to September 2024, as President, Smart Compliance Solutions from April 2021 to January 2024 and as President, Human Resources Outsourcing and Comprehensive Services from February 2020 to March 2021.
+Added: Prior to his appointment as Executive Vice President, Smart Compliance Solutions & Human Resources Outsourcing in November 2024, he served as President, Smart Compliance Solutions & Human Resources Outsourcing from February 2024 to September 2024 and as President, Smart Compliance Solutions from April 2021 to January 2024.
+Added: Samantha Orihuela joined ADP in February 2026 as Chief Marketing Officer.
+Added: Prior to joining ADP, she was Chief Marketing Officer of Gap International, Inc.
+Added: from January 2025 to February 2026.
+Added: Prior to joining Gap International, Inc., she was Senior Director, Brand and Campaigns of Paylocity Corporation from February 2023 to July 2024 and Vice President, U.S.
+Added: Innovation Strategy & Execution of Aflac Incorporated from December 2019 to January 2021.
See “Election of Directors” in the Proxy Statement for the Company’s 2026 Annual Meeting of Stockholders, which information is incorporated herein by reference.
4 unchanged sentences
Insider Trading Policy
−Removed: 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.
+Added: 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, the securities of publicly traded companies with whom ADP has a business relationship, and event-based financial instruments.
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.
31 unchanged sentences
Description of Common Stock
−Removed: Form of Indenture between the Company and Wells Fargo Bank, National Association, as trustee - incorporated by reference to Exhibit 4.3 to the Company’s Registration Statement on Form S-3 (No.
−Removed: 333-206631), filed on August 28, 2015
+Added: Indenture, dated as of August 13, 2020, between the Company and U.S.
+Added: Bank Trust Company, National Association (as successor in interest to U.S.
+Added: Bank National Association, as trustee - incorporated by reference to Exhibit 4.3 to the Company’s Registration Statement on Form S-3 (No.
+Added: 333-281920), filed on September 4, 2024
Form of First Supplemental Indenture between Automatic Data Processing, Inc.
10 unchanged sentences
Form of 4.750% Senior Note due 2032 – incorporated by reference to Exhibit A to Exhibit 4.1 to the Company’s Current Report on Form 8-K dated May 5, 2025 and filed on May 8, 2025
+Added: Form of Fifth Supplemental Indenture between Automatic Data Processing, Inc.
+Added: Bank Trust Company, National Association, as trustee - incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K dated May 4, 2026 and filed on May 7, 2026
+Added: Form of 5.000% Senior Note due 2036 - incorporated by reference to Exhibit A to Exhibit 4.1 to the Company's Current Report on Form 8-K dated May 4, 2026 and filed on May 7, 2026
364-Day Credit Agreement, dated as of June 26, 2026, 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.
22 unchanged sentences
Form of Deferred Stock Unit Award Agreement under the 2008 Omnibus Award Plan - incorporated by reference to Exhibit 10.33 to the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2012 (Management Compensatory Plan)
−Removed: 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)
Form of Stock Option Grant Agreement under the 2008 Omnibus Award Plan (Form for Corporate Officers) - incorporated by reference to Exhibit 10.34 to the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2016 (Management Compensatory Plan)
7 unchanged sentences
Form of Performance Stock Unit Award Agreement under the 2018 Omnibus Award Plan for grants beginning September 1, 2023 - incorporated by reference to Exhibit 10.32 to the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2023 (Management Compensatory Plan)
−Removed: Form of Restricted Stock Unit Award Agreement under the 2018 Omnibus Award Plan for grants beginning September 1, 2023 - incorporated by reference to Exhibit 10.31 to the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2023 (Management Compensatory Plan)
−Removed: Form of Performance Stock Unit Award Agreement under the 2018 Omnibus Award Plan for grants beginning September 1, 2023 - incorporated by reference to Exhibit 10.32 to the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2023 (Management Compensatory Plan)
Form of Restricted Stock Unit Award Agreement under the 2018 Omnibus Award Plan (three-year vesting schedule) - incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2023 (Management Compensatory Plan)
1 unchanged sentence
Form of Performance Stock Unit Award Agreement under the 2018 Omnibus Award Plan - incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2023 (Management Compensatory Plan)
−Removed: ADP Canada Co.
−Removed: 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
−Removed: Separation Agreement and Release, dated January 27, 2025, by and between John C.
−Removed: Ayala and Automatic Data Processing, Inc.
−Removed: - incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2024
−Removed: Separation Agreement and Release, dated August 1, 2025, by and between Don McGuire and Automatic Data Processing, Inc.
−Removed: ADP Insider Trading Policy, effective April 13, 2023 - incorporated by reference to Exhibit 19.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2023
+Added: Form of Restricted Stock Unit Award Agreement under the 2018 Omnibus Award Plan (award-specific vesting terms) (Management Compensatory Plan)
+Added: ADP Insider Trading Policy, effective August 5, 2026
Subsidiaries of the Company
56 unchanged sentences
Haynesworth Director August 5, 2026
−Removed: Jones Director August 6, 2025
/s/ Francine S.
2 unchanged sentences
Keene Director August 5, 2026
+Added: Lynch Director August 5, 2026
/s/ Thomas J.
1 unchanged sentence
Powers Director August 5, 2026
−Removed: /s/ William J.
−Removed: Ready Director August 6, 2025
/s/ Carlos A.
Rodriguez Director August 5, 2026
+Added: /s/ Robert H.
+Added: Swan Director August 5, 2026
/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.