Automatic Data Processing Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect the 13 director nominees named in the proxy statement to serve until the 2027 Annual Meeting and until their successors are elected and qualified.

2. 2

   Advisory Vote on Executive Compensation

   ManagementBoard: FOR

   Approve, on an advisory basis, the compensation of ADP’s named executive officers as disclosed in the Compensation Discussion and Analysis, compensation tables, and related narrative disclosure.

   More detail

   Proposal 2 asks stockholders to approve, on a non-binding advisory basis, the compensation paid to ADP’s named executive officers for fiscal year 2026. The resolution incorporates the Compensation Discussion and Analysis, compensation tables, and related narrative disclosure in the proxy statement. Management is seeking approval as part of its annual say-on-pay process, which gives investors an opportunity to express their views on executive compensation design and outcomes. ADP states that its program is intended to link pay to company and individual performance, responsibility, short- and long-term objectives, and stockholder value. The fiscal 2026 program included base salary, annual cash bonuses, performance-based stock units, and time-based restricted stock units. Annual bonuses were tied to revenue growth, new business bookings, adjusted EBIT growth, client satisfaction, transformation objectives, and a paperless objective, while PSUs used adjusted net income growth and revenue excluding zero-margin benefits pass-throughs, subject to a relative TSR modifier. The company reports that its NEOs received bonuses at 115.5% of target and that the fiscal 2024 PSU award achieved a final payout of 109.4%, reflecting the disclosed performance results and TSR modifier. ADP also notes that stockholders approved fiscal 2025 NEO compensation by approximately 91% and that the committee considered prior voting results and stockholder feedback in retaining the program’s basic structure. The board recommends a vote FOR because it believes the policies and practices achieve pay-for-performance and alignment objectives. The vote is advisory, will not affect compensation already paid or awarded, and will not bind or overrule the compensation committee or board, although they state they will carefully consider the results in setting future policy.

3. 3

   Ratification of the Appointment of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the audit committee’s appointment of Deloitte & Touche LLP as ADP’s independent registered public accounting firm for fiscal year 2027.

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When is the Automatic Data Processing Inc 2026 annual meeting?

Automatic Data Processing Inc (ADP) holds its 2026 annual shareholder meeting on Wednesday, November 11, 2026.

What is the record date for the Automatic Data Processing Inc 2026 meeting?

The record date for the Automatic Data Processing Inc 2026 meeting is Monday, September 14, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Automatic Data Processing Inc's 2026 meeting?

The board is presenting 13 director nominees at the Automatic Data Processing Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Automatic Data Processing Inc 2026 meeting?

Shareholders will vote on 3 proposals at the Automatic Data Processing Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.