EX-1 2 adp3312492-ex1.htm MESSAGE FOR ALL ADP STOCKHOLDERS

Exhibit 1



         Protect the Value of Your Investment

Driving Superior Results

ADP’s Annual Meeting of Stockholders will be held on November 7, 2017, and you will face a key decision that will shape the future direction of the Company. As you may know, Pershing Square Capital Management, which holds approximately 2% of the Company’s common stock, has nominated three candidates for election to the ADP Board. As an ADP stockholder, we urge you to support ADP’s consistently strong track record of financial performance, stockholder value creation, and best-in-class corporate governance with a vote for ADP’s 10 director nominees. Don’t support the extreme, swing-for-the-fences proposals of Pershing Square and its unqualified nominees, which could do serious harm to ADP’s business.

Your Board recently met with Pershing Square and engaged in an in-depth discussion about its views of ADP’s business. Your Board is concerned that the rapid and counter-productive changes Pershing Square is proposing could damage our client relationships and disrupt mission-critical technologies, putting the value of your investment in ADP at significant risk.

Protect the value of your investment by voting the WHITE proxy card today.
We urge you to DISCARD all GOLD proxy cards sent to you by Pershing
Square. If you have already returned a GOLD proxy card, you can
change your vote by signing, dating and returning a WHITE proxy card.
Only your latest dated proxy card will be counted.

Strong Performance and Market Leading Position

7
PERCENT
Compound annual
revenue growth rate
(FY11-FY17)
+580
BASIS POINTS
Margin improvement
in core operations
(FY11-FY17)
$1.85
TRILLION
Moved annually on
behalf of ADP clients and
their clients’ employees
 
 
~700
THOUSAND
Total
clients
worldwide
14
MILLION
International workers
receive an ADP-processed
paycheck
26
MILLION
U.S. workers receive
an ADP-processed
paycheck

VoteADP.com



Vote for ADP’s Directors on the WHITE Proxy Card          

ADP’s Total Shareholder Return (TSR) has consistently outperformed the market. Since your Board appointed Carlos Rodriguez as CEO nearly six years ago, ADP has generated TSR of 203%, compared to the S&P 500 at 128% and our human capital management (HCM) peer companies at 153%. ADP also has outperformed the S&P 500 over one-, three-, five-, and 10-year periods.

 

Delivering Superior Total Shareholder Returns

     

TSR Since 11/9/11

     
   
ADP1,2   
   
HCM-Related
Players3,4
 
S&P 500
Index4
 

ADP has successfully executed on its strategy, enabling the Company to return significant cash to shareholders.

 

Total Cash Returned to Shareholders

     

FY11-FY17 (Cumulative)

     
   
Share
Repurchases
  
   
Dividends
 
Return
of Cash
 

Sources: Bloomberg, Capital IQ. 1Assumes ADP’s 7/27/17 intraday price of $111.65 as of 12:00PM, which is the assumed ADP “unaffected” price; assumes shareholders have held their CDK shares since it was spun off from ADP on October 1, 2014 and all ADP and CDK dividends have been reinvested on the ex-dividend date. 2Market data as of close on 7/26/17 results in 175% TSR (excludes CDK reinvestment). 3ADP does not have a direct competitor set. The peer set of HCM-Related Players reflects the broadest set of firms that either solely or partially compete in the HCM landscape ranging from early stage companies with narrow product sets to large cap software companies; market capitalization weighted: Benefitfocus; Cornerstone OnDemand; IBM; Insperity; Intuit; Microsoft; Oracle; Paychex; Paycom; Paylocity; SAP; The Sage Group; TriNet; Ultimate; Workday 4Market data as of close on 7/26/17.

3



         Protect the Value of Your Investment

ADP’s Board: The Right Balance of Leadership to Deliver Superior, Sustainable Stockholder Value

Your Board has the right balance of leadership continuity and fresh perspectives, as well as technology, operational and financial expertise, to oversee our strategy and maintain our strong track record of sustainable stockholder value creation.

Commitment to mix of continuity and fresh perspectives


10 Director Board with 4 new Directors since 2014

   

Average independent Director tenure of 6.8 years (as of our 2017 Annual Meeting), compared to an S&P 500 average of 8.3 years

   

Deliberate efforts to thoughtfully refresh the Board to meet evolving challenges


The right set of skills and experience to set ADP’s corporate strategy


7 of 10 Directors are current or former CEOs, CFOs, or COOs of major public companies

   

Leaders with significant technology experience, which is essential to the success of our strategy to drive superior, sustainable stockholder value


Independent mindset and focus on accountability to shareholders


9 of 10 Directors are independent

   

All Board Committees are composed of independent Directors

   

Proactively engaged in shareholder outreach

VoteADP.com



Vote for ADP’s Directors on the WHITE Proxy Card          

Pershing Square’s Nominees: Less Qualified Candidates With Poor Track Records

ADP’s Nominating/Corporate Governance Committee conducted a thorough review of each of Pershing Square’s nominees, including conducting interviews with each candidate and reviewing their background and past experiences. Your Board determined that none of the Pershing Square nominees would bring additive skills or experience to ADP.

Bill Ackman


Director at Valeant—stock plummeted when company’s accounting practices were questioned—resigned and sold entire position for $3 billion loss

   

Director at J.C. Penney—resigned and sold entire position after stock declined materially while on the board

   

Target—ran proxy fight for majority of the board and lost

   

Borders—company declared bankruptcy and Pershing Square incurred losses


Veronica M. Hagen


Director at Covanta Energy from 2001-2004—omitted from bios in various SEC filings over the past 10 years and in 2002 Covanta filed for bankruptcy

   

Director at The Southern Company—SEC investigation for potentially deceptive financial reporting

   

Chair of Compensation Committee at Newmont—approved controversial excessive CEO compensation plan


V. Paul Unruh


Director at privately-held Bechtel Enterprises for 25 years—resigned during a “financial crisis” at the company

   

Director of Symantec Corp.—Chairman of the Audit Committee during ongoing shareholder litigation


Pershing Square and its director nominees have demonstrated a
limited understanding of ADP, lack of relevant experience in
technology or Human Capital Management, and have each presided
over disastrous outcomes as directors.

5



         Protect the Value of Your Investment

ADP’s Strategy to Create Shareholder Value

Our strategy is to enhance our position as the
world’s leading provider of HCM solutions

Your Board and leadership team are thoughtfully transforming our organization and culture to compete effectively and drive global growth in the evolving HCM market.

Our strategy is focused on large, growing markets where we have a strong competitive advantage, and is supported by future trends that will continue to drive market growth and ADP differentiation.

We are making meaningful investments in technology, distribution, talent and service to execute on that strategy, transform ADP and position us for long term growth.

Successful execution of ADP’s strategy is critical to delivering on our goals through FY2020.

VoteADP.com