8-K – 2025-11-17 – eh250705655_8k.htm

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FORM 8-K

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2025-11-12
2025-11-12

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UNITED STATES

SECURITIES AND EXCHANGE
COMMISSION

Washington, D.C.
20549

 

FORM
8-K

 

CURRENT REPORT

 

Pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date
of earliest event reported): November 12, 2025

 

Automatic Data Processing, Inc.

(Exact name of registrant
as specified in its charter)

 

 

Delaware
 
1-5397
 
22-1467904

(State or other
jurisdiction

of incorporation)

 
(Commission

File Number)

 
(IRS Employer

Identification
No.)

 

One
ADP Boulevard , Roseland ,
New Jersey
07068

(Address of principal executive
offices)
(Zip Code)

 
 

( 973 )
974-5000

(Registrant's
telephone number, including area code)

 

N/A

(Former name
or former address, if changed since last report)

 

Check the appropriate box below if the Form
8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)

 
 

☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 
 

☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 
 

☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered
pursuant to Section 12(b) of the Act:
 

Title
of each class
 
Trading
Symbol(s)
 
Name
of each exchange

on
which registered

Common Stock, $0.10 Par Value (voting)
 
ADP
 
NASDAQ Global Select Market

 

Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☐

 

If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

     

 

Item 5.07. Submission of Matters to a Vote of Security Holders.

The Annual Meeting of the Stockholders of Automatic Data Processing,
Inc. (the “Company”) was held on November 12, 2025. There were present at the meeting, either in person or by proxy, holders
of 354,117,857 shares of common stock. The final tabulation of the voting results for the election of directors and other proposals is
set forth below.

Proposal 1 – Election of Directors

The following nominees were elected to the Company’s Board
of Directors for the ensuing year. The votes cast for each nominee were as follows:

Nominee
 
For
 
Against
 
Abstained
 
Broker Non-Votes

Peter Bisson
 
309,789,342
 
3,155,519
 
383,514
 
40,789,482

Maria Black
 
311,760,088
 
1,238,319
 
329,968
 
40,789,482

David V. Goeckeler
 
310,736,054
 
2,215,750
 
376,571
 
40,789,482

Linnie M. Haynesworth
 
309,209,719
 
3,103,431
 
1,015,225
 
40,789,482

Francine S. Katsoudas
 
310,776,518
 
1,984,561
 
567,296
 
40,789,482

Nazzic S. Keene
 
309,940,254
 
2,997,232
 
390,889
 
40,789,482

Karen S. Lynch
 
312,478,729
 
487,909
 
361,737
 
40,789,482

Thomas J. Lynch
 
308,280,336
 
4,646,673
 
401,366
 
40,789,482

Scott F. Powers
 
307,147,264
 
5,789,827
 
391,284
 
40,789,482

Carlos A. Rodriguez
 
310,964,124
 
2,001,879
 
362,372
 
40,789,482

Robert H. Swan
 
312,310,373
 
621,425
 
396,577
 
40,789,482

Sandra S. Wijnberg
 
293,098,593
 
19,004,481
 
1,225,301
 
40,789,482

Proposal 2 – Advisory Vote on Company’s Executive
Compensation

The proposal to approve, on an advisory basis, executive compensation
of our Named Executive Officers was approved based upon the following vote:

For
 
Against
 
Abstained
 
Broker Non-Votes

286,181,654
 
25,643,400
 
1,503,321
 
40,789,482

 

Proposal 3 - Ratify the Appointment of the Independent Registered
Public Accounting Firm

The proposal to ratify the appointment
of Deloitte & Touche LLP to serve as the Company’s independent registered public accounting firm for the fiscal year that began
on July 1, 2025 was approved based on the following vote:

For
 
Against
 
Abstained

327,635,933
 
25,862,542
 
619,382

 

     

 

 

SIGNATURE

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 hereunto duly authorized.

 

 

AUTOMATIC DATA PROCESSING, INC.
 

 
(Registrant)

 

 
 
 
 
 

Date: November 17, 2025
By:
/s/ David Kwon

 

 
 
Name:
David Kwon
 

 
 
Title:
Vice President