UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of Registrant as Specified in Its Charter)
|
|
|
|
|
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
|
|
|
|
|
|
|
|
|
(Address of Principal Executive Offices) |
|
(Zip Code) |
Registrant’s Telephone Number, Including Area Code: (
Not Applicable
(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 (see General Instructions A.2. below):
|
|
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 |
|
|
|
|
|
|
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 8.01Other Events.
On June 18, 2020, David D. Ossip, Chairman and Chief Executive Officer of Ceridian HCM Holding Inc. (“Ceridian” or the “Company”), adopted a stock trading plan designed to comply with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended. Under Rule 10b5-1, officers, directors and other individuals who are not in possession of material non-public information may adopt a pre-arranged plan or contract for transactions in company securities under specified conditions and at specified times. Using these 10b5-1 plans, individuals can diversify their investment portfolios for financial planning purposes, plan for charitable giving, spread stock trades over an extended period of time to reduce market impact and avoid concerns about transactions occurring at a time when they might possess material non-public information. In accordance with Rule 10b5-1, Mr. Ossip will not have subsequent discretion over the transactions under his plan.
Mr. Ossip’s plan provides for transactions to occur during specified periods between August 2020 and June 2021. The plan provides for the exercise of up to 500,000 options granted in 2013, all of which expire after ten years, and the sale of the shares acquired from the option exercise (including the amount required to pay the exercise price, taxes and applicable fees). Transactions under Mr. Ossip’s plan are subject to minimum price thresholds specified in the plan. Including the shares issuable upon exercise of such options, Mr. Ossip holds shares of Common Stock as well as exchangeable shares, and vested and unvested stock options restricted stock options equivalent to 9,362,884 shares of Common Stock, after giving effect to such exchange, exercise or vesting, or 6.4% of the Company’s Common Stock outstanding as of June 18, 2020.
Mr. Ossip continues to be subject to the Company's executive stock ownership guidelines, under which he is required to hold Ceridian stock and stock equivalents with a value of at least six times his base salary. Mr. Ossip does not expect the plan to materially change his ownership position.
Transactions under Mr. Ossip’s plan will be reported to the Securities and Exchange Commission in accordance with applicable securities laws, rules and regulations. The Company does not undertake to report 10b5-1 plans that may be adopted by any officers or directors in the future, or to report any modification or termination of any trading plan, whether or not the plan was publicly announced, except to the extent required by law.
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 hereunto duly authorized.
|
|
|
CERIDIAN HCM HOLDING INC. |
||
|
|
|
|
|
|
|
|
|
By: |
|
/s/ William E. McDonald |
|
|
|
Name: |
|
William E. McDonald |
|
|
|
Title: |
|
Senior Vice President, Deputy General Counsel and Corporate Secretary |
Date: June 18, 2020
Document And Entity Information |
Jun. 18, 2020 |
|---|---|
| Cover [Abstract] | |
| Document Type | 8-K |
| Amendment Flag | false |
| Entity Registrant Name | Ceridian HCM Holding Inc. |
| Entity Central Index Key | 0001725057 |
| Document Period End Date | Jun. 18, 2020 |
| Entity Emerging Growth Company | false |
| Entity File Number | 001-38467 |
| Entity Tax Identification Number | 46-3231686 |
| Entity Address, Address Line One | 3311 East Old Shakopee Road |
| Entity Address, City or Town | Minneapolis |
| Entity Address, State or Province | MN |
| Entity Address, Postal Zip Code | 55425 |
| City Area Code | 952 |
| Local Phone Number | 853-8100 |
| Entity Incorporation, State or Country Code | DE |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Title of 12(b) Security | Common stock, $0.01 par value |
| Trading Symbol(s) | CDAY |
| Security Exchange Name | NYSE |