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): October 26, 2022

Automatic Data Processing, Inc.

(Exact name of registrant as specified in 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 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 26, 2022, Automatic Data Processing, Inc. (the “Company” or “ADP”) announced that the Company’s Board of Directors has appointed Maria Black to the position of President and Chief Executive Officer (“CEO”) and Carlos A. Rodriguez to the position of Executive Chair of the Board of Directors, each effective as of January 1, 2023. On October 26, 2022, the Company’s Board of Directors also elected Maria Black to the Board of Directors, effective as of January 1, 2023. In connection with this transition, John P. Jones, the current Non-Executive Chairman of the Board of Directors, will assume an independent Lead Director role on the Board, also effective January 1, 2023. This leadership structure is intended to ensure a seamless and successful CEO transition, and the Board of Directors believes this leadership structure is in the best interests of the Company’s stockholders at this time.

Ms. Black, age 48, has been the President of ADP since January 2022. Prior to that, she was President, Worldwide Sales and Marketing of ADP since February 2020 and served as President, Small Business Solutions and Human Resources Outsourcing from January 2017 to February 2020, as President, ADP TotalSource from July 2014 to December 2016, as General Manager, ADP United Kingdom from April 2013 to June 2014, and as General Manager, Employer Services - TotalSource Western Central Region from January 2008 to March 2013. Ms. Black joined ADP in 1996.

Mr. Rodriguez, age 58, has been the Chief Executive Officer since November 2011. He served as President and Chief Operating Officer of the Company before he was appointed to his current position in November 2011 and served as President through 2021. Having started his career at the Company in 1999, Mr. Rodriguez previously served as President of several key businesses, including National Accounts Services, Employer Services International, Small Business Solutions, and Professional Employer Organization. Mr. Rodriguez is currently a director of Microsoft Corporation.

Effective January 1, 2023, the Company is providing Ms. Black the following key compensation and benefits:

	·	An annual base salary of $1,100,000;
	·	An annual target bonus of 200% of annual base salary, which will be prorated based on service during the fiscal year, with the payout to be calculated based on performance against a set of objectives under the Company’s Annual Cash Bonus Plan for Officers;
	·	Participation in the long-term incentive compensation program for executives consisting of performance-based stock units (“PSUs”) and restricted stock units (“RSUs”), with an expected annual total target equity award value of $12,225,000 for fiscal year 2023 reflecting a pro-rated target award of $3,300,000 to be granted on January 1, 2023 (reflecting a mix of 75% PSUs and 25% RSUs), incremental to Ms. Black’s pre-existing equity award made on September 1, 2022 with a target value of $5,625,000 (granted with a mix of 75% PSUs and 25% RSUs) in connection with her prior role; and
	·	Continued participation in the Company’s Corporate Officer Severance Plan and Change in Control Severance Plan for Corporate Officers (each at a CEO level) and all of the Company’s other applicable 401(k), executive retirement, deferred compensation, medical and health, life, accident, disability and other insurance programs, stock purchase and certain other perquisite and benefit programs on the same basis as similarly situated senior executives.

As Executive Chair, Mr. Rodriguez would remain an active associate and executive officer of the Company. Effective January 1, 2023, the Company is providing Mr. Rodriguez the following key compensation and benefits:

	·	An annual base salary of $605,400;
	·	An annual target bonus of 150% of annual base salary, which will be prorated based on service during the fiscal year, with the payout to be calculated based on performance against a set of objectives under the Company’s Annual Cash Bonus Plan for Officers;
	·	Continued participation in the long-term incentive compensation program for executives consisting of PSUs and RSUs; and
	·	Continued participation in the Company’s Corporate Officer Severance Plan, Change in Control Severance Plan for Corporate Officers and all of the Company’s other applicable 401(k), executive retirement, deferred compensation, medical and health, life, accident, disability and other insurance programs, stock purchase and certain other perquisite and benefit programs on the same basis as similarly situated senior executives.

Ms. Black and Mr. Rodriguez remain subject to the Company’s Clawback Policy as well as stock ownership guidelines, which will require each of them to have an ownership target in Company stock equal to six times base salary.

A copy of the press release announcing the appointments of Ms. Black and Mr. Rodriguez is attached hereto as Exhibit 99 and is hereby incorporated by reference.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

99	Press Release dated October 26, 2022 issued by Automatic Data Processing, Inc.
104	Cover Page Interactive Data File, embedded in Inline XBRL.

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: October 26, 2022	By:	/s/ Michael A. Bonarti
		Name:	Michael A. Bonarti
		Title:	Vice President

Exhibit Index

Exhibit Number		Description
99		Press Release dated October 26, 2022 issued by Automatic Data Processing, Inc.
104		Cover Page Interactive Data File, embedded in Inline XBRL.

EXHIBIT 99

ADP President Maria Black to succeed CEO Carlos Rodriguez, Effective January 1, 2023

Carlos Rodriguez to continue as Executive Chair of the Board upon transition

ROSELAND, NJ, October 26, 2022 – ADP, a leading global technology company providing human capital management (HCM) solutions, announced today that its board of directors has appointed Maria Black to succeed Carlos Rodriguez as the company’s chief executive officer, effective January 1, 2023. Ms. Black is currently ADP’s president. In connection with her new role as president and CEO, Ms. Black will also serve as a director on the company’s board.

Mr. Rodriguez has been the chief executive officer and a member of the board of directors of ADP since November 2011. A recognized leader in the HCM industry, he has overseen an extraordinary period of growth for the company and led ADP through significant shifts in the world of work, including the impacts of digital transformation. Under his leadership, the company has accelerated its transition from payroll processor to HCM innovator, leveraging its vast workforce data and technology investments to design a better workplace experience.

Upon the transition, Mr. Rodriguez will serve as executive chair of the board. John P. Jones, the current chairman of the board, will assume an independent lead director role on the board, also effective January 1, 2023.

“Being CEO of ADP for these past eleven years has been one of the greatest privileges of my life,” said Carlos Rodriguez. “I am proud of everything ADP has achieved to date, but I am most incredibly proud of our associates, who have always shown an unwavering commitment to our clients while navigating a highly dynamic world of work amid changing business and operating environments.” Mr. Rodriguez continued, “I am delighted that Maria will be the next CEO of ADP. She has learned our business truly from the ground up, which gives her a powerful perspective and understanding of ADP’s products, innovation strategy and growth opportunities. I am confident that Maria will continue to lead ADP successfully into the future.”

“I am grateful for the confidence of the board and I am extremely enthusiastic about the opportunity to lead ADP as it continues to deliver insightful technology and solutions that meet the changing needs of our clients, as well as sustainable profitable growth and consistent value creation for our shareholders. I am committed to fostering meaningful collaboration and empowering the great talent of our 60,000 associates, whose relentless focus on the success of our clients has reshaped HCM time and again by rethinking a better, more personalized world at work,” said Ms. Black.

“Maria’s appointment to CEO demonstrates ADP’s commitment to leadership development and the company’s strong succession planning process,” said John P. Jones, chairman of the board for ADP. ”Maria has been at ADP for over two decades, is a proven leader and has held various executive leadership roles at the company. The board is thrilled and confident she will continue to build on ADP’s strong foundation and success going forward.”

Ms. Black has been the president of ADP since January 2022 and in this role, has overseen sales, marketing, and all business operations. Prior to that, she was president, worldwide sales and marketing of ADP since February 2020, where she led ADP’s sales and marketing and go-to-

market activities to strengthen brand awareness and grow market share. She also served as president, Small Business Solutions and Human Resources Outsourcing from January 2017 to February 2020, as president, ADP TotalSource from July 2014 to December 2016, as general manager, ADP United Kingdom from April 2013 to June 2014, and as general manager, Employer Services - TotalSource Western Central Region from January 2008 to March 2013. Ms. Black joined ADP in 1996.

Ms. Black holds a Bachelor of Arts degree in political science and international affairs from the University of Colorado, Boulder.

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; 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; changes in technology; 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, including the COVID-19 pandemic; 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.

ADP - Investor Relations

Investor Relations Contact:

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[email protected]

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