8-K

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): January 10, 2024

Automatic Data Processing, Inc.

(Exact name of registrant as specified in its charter)

Delaware	1-5397	22-1467904
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 10, 2024, Automatic Data Processing, Inc. (the “Company” or “ADP”) announced that the Company’s Board of Directors (the “Board”) appointed Thomas J. Lynch as the independent, non-executive Chair of the Board, effective as of January 31, 2024, succeeding Carlos A. Rodriguez, who has served as Executive Chair since January 1, 2023. Mr. Rodriguez will continue to serve as a non-employee director on the Company’s Board. In connection with this service, Mr. Rodriguez will forego any non-employee director compensation until the 2024 annual meeting of stockholders. Mr. Lynch has been an independent director of the Board since 2018 and most recently served as Chair of the Company’s Compensation and Management Development Committee (“CMDC”) as well as a member of the Company’s Nominating/Corporate Governance Committee (“NCGC”). In connection with this Board leadership transition, the Board approved other assignments, also effective as of January 31, 2024. John P. Jones transitions from his role as Lead Independent Director to serve as a member of the CMDC and NCGC. Scott F. Powers assumes the role of Chair of the CMDC and Nazzic S. Keene transitions as a member of the Company’s Corporate Development and Technology Advisory Committee to join the NCGC as Chair. Peter Bisson transitions as a member of the NCGC to the Audit Committee.

A copy of the press release announcing the Board leadership transition is attached hereto as Exhibit 99 and is hereby incorporated by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit 99	Press Release dated January 10, 2024 issued by Automatic Data Processing, Inc.
Exhibit 104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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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: January 10, 2024	By:	/s/ Michael A. Bonarti
		Name:	Michael A. Bonarti
		Title:	Vice President

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Exhibit Index

Exhibit Number	Description
99	Press Release dated January 10, 2024 issued by Automatic Data Processing, Inc.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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EX-99.1

EXHIBIT 99

 

ADP appoints Thomas J. Lynch as the new Independent Board Chair

Carlos Rodriguez to continue as member of ADP Board of Directors

ROSELAND, NJ, January 10, 2024 – ADP, a leading global technology company providing human capital management (HCM) solutions, announced today that its board of directors appointed Thomas J. Lynch as its independent, non-executive board chair to succeed Carlos A. Rodriguez as executive chair of the board, effective as of January 31, 2024. Mr. Lynch has served as an independent director of the board since 2018.

Mr. Rodriguez will continue to serve on the company’s board as a non-employee director. In addition, John P. Jones will transition from his role as lead independent director but remain a board member. Prior to serving as lead independent director, Mr. Jones had been ADP’s independent non-executive chairman since 2015.

John P. Jones said, "We would like to express our deep appreciation to Carlos for his outstanding leadership of ADP during his tenure as CEO and his exceptional stewardship during this last year of transition. His invaluable direction and guidance over the past year as executive chair, including his deep commitment to sound leadership succession planning, has only served to strengthen ADP’s future."

Carlos Rodriguez said, “I have seen Maria flourish as CEO in her first year. The company is in great hands and it has been a true pleasure to serve as executive chair during this seamless transition.”

“I value Carlos’ insight and thought leadership – not just this past year as I stepped into my new role, but as a great teacher and mentor to me over the years,” said Maria Black, president and CEO of ADP. “His service and commitment to ADP is second-to-none. Given his extensive HCM expertise and unique understanding of ADP, I am delighted that the board can continue to benefit from his ongoing involvement as a director.”

Turning to the appointment of Mr. Lynch, John P. Jones said, “Tom’s extensive leadership experience, coupled with his deep operational background and technology expertise, make him the right choice to lead our board today. The breadth of his experience has enriched our performance as a board over the last several years.”

“I feel privileged to take on the role of independent board chair of ADP at such an exciting time for the company,” said Thomas J. Lynch. “I am confident that ADP can continue to be a trusted partner to its clients, providing technology, data and expertise to navigate through any change, while continuing to deliver on its track record of sustainable profitable growth and consistent value creation for all of its stakeholders. I look forward to continuing to work closely with the board, CEO Maria Black and the entire ADP leadership team to advance the company’s strategic HCM priorities.”

Thomas J. Lynch is a seasoned business leader and served as CEO of TE Connectivity Ltd., a leading global technology and manufacturing company, from January 2006 to March 2017. Since joining the board of ADP in 2018, Mr. Lynch has served as a member of the board’s corporate development and technology advisory committee and most recently as chair of the compensation and management development committee and member of the nominating/corporate governance committee.

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Safe Harbor Statement

This document and other written or oral statements made from time to time by ADP may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Statements that are not historical in nature and which may be identified by the use of words like "outlook," “expects,” “assumes,” “projects,” “anticipates,” “estimates,” “we believe,” “could,” “is designed to” and other words of similar meaning, are forward-looking statements. These statements are based on management’s expectations and assumptions and depend upon or refer to future events or conditions and are subject to risks and uncertainties that may cause actual results to differ materially from those expressed. Factors that could cause actual results to differ materially from those contemplated by the forward-looking statements or that could contribute to such difference include: ADP's success in obtaining and retaining clients, and selling additional services to clients; the pricing of products and services; the success of our new solutions; our ability to respond successfully to changes in technology, including artificial intelligence; compliance with existing or new legislation or regulations; changes in, or interpretations of, existing legislation or regulations; overall market, political and economic conditions, including interest rate and foreign currency trends and inflation; competitive conditions; our ability to maintain our current credit ratings and the impact on our funding costs and profitability; security or cyber breaches, fraudulent acts, and system interruptions and failures; employment and wage levels; availability of skilled associates; the impact of new acquisitions and divestitures; the adequacy, effectiveness and success of our business transformation initiatives; the impact of any uncertainties related to major natural disasters or catastrophic events; and supply-chain disruptions. ADP disclaims any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. These risks and uncertainties, along with the risk factors discussed under “Item 1A. Risk Factors” of our most recent Annual Report on Form 10-K, and in other written or oral statements made from time to time by ADP, should be considered in evaluating any forward-looking statements contained herein.

About ADP (Nasdaq: ADP)

Designing better ways to work through cutting-edge products, premium services and exceptional experiences that enable people to reach their full potential. HR, Talent, Time Management, Benefits and Payroll. Informed by data and designed for people. Learn more at ADP.com.

ADP, the ADP logo, and Always Designing for People are trademarks of ADP, Inc.

Copyright © 2024 ADP, Inc. All rights reserved.

ADP - Investor Relations

Investor Relations Contact:

Danyal Hussain, CFA

973.974.7836

Danyal.Hussain@adp.com

Matthew Keating, CFA

973.974.3037

Matthew.Keating@adp.com

ADP - Media

Media Contact:

Allyce Hackmann

201.400.4583

Allyce.Hackmann@adp.com

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