Automatic Data Processing Inc DEF 14A, filed Sep 21, 2023

About this DEF 14A

Automatic Data Processing Inc (ADP)

DEF 14A 2023-09-21 For: 2023-11-08

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Added on June 12, 2026

We are committed to proactively engaging with stockholders

Our Board is highly attuned to stockholder feedback, including governance & compensation best practices

Monitor & Assessment

Board and management review:

✓Annual meeting voting results

✓Investor feedback from investor relations & governance engagement

✓Trends and best practices across the governance, executive compensation, regulatory, and environmental & social landscape

This review allows ADP to identify and prioritize potential topics for discussion

Outreach & Engagement

✓ADP regularly meets with stockholders to actively gather feedback on a range of issues

✓Invited stockholders representing nearly half of our shares outstanding to discuss our strategy, corporate governance and executive compensation programs, and held meetings with stockholders representing over 30% of our shares outstanding

Evaluation & Response

✓Board of directors and key committees evaluate and discuss feedback from stockholders and key stakeholders

✓ADP enhances disclosure and practices, as appropriate

✓ADP updates governance documents to align with best practices and incorporates feedback, as appropriate

Automatic Data Processing Inc filed this DEF 14A on September 21, 2023.

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CHECK THE APPROPRIATE BOX:
☐		Preliminary Proxy Statement
☐		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☑		Definitive Proxy Statement
☐		Definitive Additional Materials
☐		Soliciting Material under §240.14a-12

PAYMENT OF FILING FEE (CHECK ALL BOXES THAT APPLY):
☑		No fee required
☐		Fee paid previously with preliminary materials
☐		Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

1.	Elect a board of directors;
2.	Hold an advisory vote on executive compensation;
3.	Hold an advisory vote on the frequency of the executive compensation advisory vote;
4.	Ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal year 2024; and
5.	Transact any other business that may properly come before the meeting or any adjournment(s) or postponement(s) thereof.

		Page
2023 Proxy Statement Summary		i
Questions and Answers About the Annual Meeting and Voting		1
Proposal 1 Election of Directors		7
Stockholder Approval Required		17
Corporate Governance		18
Board Leadership Structure		18
Board Composition and Director Succession Planning		19
Director Nomination Process		19
Director Orientation and Continuing Education		20
Director Overboarding Policy		20
Retirement Policy		21
Committees of the Board of Directors		21
Audit Committee		22
Nominating/Corporate Governance Committee		23
Compensation and Management Development Committee		24
Corporate Development and Technology Advisory Committee		24
The Board’s Role in Risk Oversight		25
The Board’s Role in Strategy Oversight		29
The Board’s Role in Human Capital Management and Talent Development		30
ESG at ADP		30
Communications with All Interested Parties		32
Transactions with Related Persons		32
Insider Trading Policy		33
Availability of Corporate Governance Documents		33
Compensation Committee Interlocks and Insider Participation		33
Compensation of Non-Employee Directors		34
Director Compensation Table For Fiscal Year 2023		36
Security Ownership of Certain Beneficial Owners and Management		38
Equity Compensation Plan Information		40
Proposal 2 Advisory Vote on Executive Compensation		41
Stockholder Approval Required		41
Proposal 3 Advisory Vote on Frequency of the Executive Compensation Advisory Vote		42
Stockholder Approval Required		42

Compensation Discussion and Analysis		43
Executive Summary		43
Compensation Principles		52
Cash Compensation		55
Long-Term Incentive Compensation Programs		59
Other Compensation Components and Considerations		63
Compensation and Management Development Committee Report		66
Compensation of Executive Officers		67
Summary Compensation Table for Fiscal Year 2023		67
All Other Compensation for Fiscal Year 2023		69
Grants of Plan-Based Awards Table for Fiscal Year 2023		71
Restricted Stock Units/Performance Stock Units		72
Stock Options		73
Outstanding Equity Awards for Fiscal Year-End 2023		74
Outstanding Equity Vesting Schedule for Fiscal Year-End 2023		76
Option Exercises and Stock Vested Table for Fiscal Year 2023		78
Pension Benefits for Fiscal Year 2023		79
Automatic Data Processing, Inc. Pension Retirement Plan		80
Supplemental Officers Retirement Plan		80
Deferred Compensation Program		81
Executive Retirement Plan		81
Canada Supplementary Excess Retirement Plan		82
Non-Qualified Deferred Compensation for Fiscal Year 2023		83
Potential Payments to Named Executive Officers Upon Termination or Change in Control		84
Change in Control Severance Plan for Corporate Officers		84
Corporate Officer Severance Plan		85
Health Coverage		86
Deferred Compensation		86
Termination and Change in Control Tables		86
Potential Payments upon Termination or Change in Control for Maria Black		87
Potential Payments upon Termination or Change in Control for Carlos A. Rodriguez		88
Potential Payments upon Termination or Change in Control for Don McGuire		89
Potential Payments upon Termination or Change in Control for John C. Ayala		90
Potential Payments upon Termination or Change in Control for Michael A. Bonarti		91
Potential Payments upon Termination or Change in Control for Joseph DeSilva		92
Potential Payments upon Termination or Change in Control for Donald Weinstein		93
CEO Pay Ratio		94
Pay versus Performance		95

	By order of the Board of Directors

	DOROTHY WISNIOWSKI
	Secretary

Audit Committee Report		99
Independent Registered Public Accounting Firm’s Fees		101
Proposal 4 Appointment of Independent Registered Public Accounting Firm		102
Stockholder Approval Required		102
Stockholder Proposals and Nominations		103
Electronic Delivery of Future Stockholder Communications		105
Appendix A: Reconciliation of GAAP and Non-GAAP Information		A-1

2023 Annual Meeting of Stockholders
Time and Date		10:00 a.m. Eastern Standard Time, November 8, 2023
Live Webcast		www.virtualshareholdermeeting.com/ADP2023
Record Date		Stockholders of record at the close of business on September 11, 2023 are entitled to vote at the virtual meeting or by proxy.
Admission		The Annual Meeting will be a virtual meeting conducted on the following website: www.virtualshareholdermeeting.com/ADP2023 To participate in the virtual meeting, you will need the 16-digit control number that is printed in the blue box on your Notice of Internet Availability of Proxy Materials or in the box marked by the arrow on your proxy card (if you received a printed copy of the proxy materials). If your shares are held in the name of a bank, brokerage firm or other nominee, you should follow the instructions provided by them in order to participate in the virtual meeting. We recommend that you log in 15 minutes before the start of the 2023 Annual Meeting to ensure sufficient time to complete the check-in procedures.
Proxy Materials		Under rules adopted by the Securities and Exchange Commission (“SEC”), we are furnishing proxy materials to our stockholders primarily via the Internet instead of mailing printed copies of those materials to each stockholder. On September 21, 2023, we commenced the mailing to our stockholders of a Notice of Internet Availability of Proxy Materials containing instructions on how to access our proxy materials. Our proxy materials were mailed to those stockholders who have previously asked to receive paper copies. If you would prefer to receive printed proxy materials, please follow the instructions included in the Notice of Internet Availability of Proxy Materials. If you have previously elected to receive our proxy materials electronically, you will continue to receive these materials via e-mail unless you elect otherwise.
How to Vote		The Notice of Internet Availability of Proxy Materials instructs you on how to vote through the Internet. If you receive a paper copy of the proxy materials, you may also vote your shares by telephone or by completing, signing, dating and returning the accompanying printed proxy in the enclosed envelope, which requires no postage if mailed in the United States.

Voting Matters and Board Voting Recommendation
	Proposal	Board Recommendation	Page Reference For More Detail
Proposal 1:	Election of directors	For Each Nominee	7
Proposal 2:	Advisory resolution to approve compensation of named executive officers	For	41
Proposal 3:	Advisory vote to approve the frequency of the executive compensation advisory vote	One Year	42
Proposal 4:	Ratification of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal year 2024	For	102

Election of Directors (Proposal 1)
Name	Age	Director Since	Principal Occupation	Independent	Committee Memberships
Name	Age	Director Since	Principal Occupation	Independent	AC	CMDC	NCGC	CDTAC
Peter Bisson	66	2015	Retired Director and Global Leader of the High-Tech Practice at McKinsey & Company	✓			✓	Chair
Maria Black	49	2023	President and Chief Executive Officer of Automatic Data Processing, Inc.
David V. Goeckeler	61	2022	Chief Executive Officer of Western Digital Corporation	✓		✓		✓
Linnie M. Haynesworth	66	2020	Retired Sector Vice President and General Manager of Northrop Grumman Corporation	✓	✓			✓
John P. Jones (Lead Independent Director)	72	2005	Retired Chairman and Chief Executive Officer of Air Products and Chemicals, Inc.	✓
Francine S. Katsoudas	53	2019	Executive Vice President and Chief People, Policy & Purpose Officer of Cisco Systems, Inc.	✓		✓	✓
Nazzic S. Keene	62	2020	Chief Executive Officer of Science Applications International Corporation	✓	✓			✓
Thomas J. Lynch	68	2018	Chairman and Former Chief Executive Officer of TE Connectivity Ltd.	✓		Chair	✓
Scott F. Powers	64	2018	Former President and Chief Executive Officer of State Street Global Advisors	✓		✓	Chair
William J. Ready	43	2016	Chief Executive Officer of Pinterest, Inc.	✓	✓			✓
Carlos A. Rodriguez (Executive Chair)	59	2011	Executive Chair of Automatic Data Processing, Inc.
Sandra S. Wijnberg	67	2016	Former Executive Advisor, Partner and Chief Administrative Officer of Aquiline Holdings	✓	, Chair		✓

Our Strategic Priorities
	Lead with Best-in-Class HCM Technology
	Provide Unmatched Expertise and Outsourcing
	Benefit our Clients with our Global Scale


HIGHLIGHTS		STOCKHOLDER FRIENDLY ACTIONS
$18.0 billion in revenue 17% earnings per share growth to $8.21 for the year Employer Services new business bookings increased 10% and worldwide new business bookings increased 9.1% Over 1 million clients globally Over 41 million workers paid across 140 countries and territories		$3.0 billion in cash returned to stockholders $1.9 billion dividends $1.1 billion share repurchases 48 consecutive years of dividend increases


INNOVATION
Crossed a major milestone, surpassing the 1 million client mark, driven by continued enhancements to our key solutions like RUN and Workforce Now Continued the deployment of our unified User Experience to key portions of our portfolio such as the RUN mobile app Grew our market-leading HR Outsourcing businesses, crossing the 3 million worksite employees served milestone Awarded Top HR Product for an unprecedented 8th consecutive year at the annual HR Tech Conference, in recognition for our recently launched Intelligent Self Service solution

1	based on (i) the overall performance of the company, (ii) the performance of each executive’s business unit when applicable and (iii) each executive’s individual performance

2	closely aligned with the short-term and long-term financial, transformation, client satisfaction and ESG objectives that build sustainable long-term stockholder value

3	competitive, in order to attract and retain executives critical to our long-term success

4	consistent with high standards of corporate governance and best practices

5	designed to dampen the incentive for executives to take excessive risks or to behave in ways that are inconsistent with the company’s strategic planning processes and high ethical standards

Key highlights of our fiscal year 2023 executive compensation program
*Base salary:*	Our NEOs, other than Mr. Rodriguez, received salary increases in fiscal year 2023. Salaries increases ranged between 3.9% and 10% for NEOs who did not experience a change in role during the fiscal year. Ms. Black’s salary increased by 4.0% effective July 1, 2022 and subsequently by 32.2% effective January 1, 2023 in connection with her appointment as chief executive officer. Mr. Rodriguez’s salary increased 4.0% effective July 1, 2022 and was subsequently reduced effective January 1, 2023 in connection with his transition to executive chair. Please see page 55 for more details.
Annual cash bonus:	Fiscal year 2023 target bonuses were the same as a percentage of base salary as in fiscal year 2022 for all NEOs other than Ms. Black, Mr. Rodriguez, and Mr. Bonarti. Ms. Black’s target bonus percentage increased from 150% to 200% and Mr. Rodriguez’s target bonus percentage decreased from 200% to 150%, effective at the time of our leadership transition and prorated accordingly for fiscal year 2023. Mr. Bonarti’s target bonus percentage increased from 80% to 100% as part of our fiscal year 2023 compensation recommendations. Annual bonuses were based on the financial performance of the company as well as transformation, client satisfaction and ESG performance goals. For fiscal year 2023, our NEOs received cash bonuses at 108.8% of target.
*Equity awards:*	As part of our equity compensation program in fiscal year 2023, we granted our executive officers PSUs and restricted stock units (“RSUs”). This reflects a change to our prior practice of granting PSUs and stock options. Please see page 59 for more details.

Annual Cash Bonus Plan Measures	Plan Targets	Plan Results
Revenue Growth	9.0%	9.1%, excluding the impact of foreign currency fluctuations in excess of the fluctuations assumed in the target
New Business Bookings Growth⁽¹⁾	8.3%	9.1%
Adjusted EBIT Growth⁽²⁾	14.7%	15.4%, excluding the impact of foreign currency fluctuations in excess of the fluctuations assumed in the target

PSU Program Measure	Program Target	Program Result
Adjusted Net Income Growth⁽¹⁾	15.0%	16.0%, excluding the impacts of:
		●Foreign currency fluctuations in excess of the fluctuations assumed in the target ●Asset write downs related to vacating certain leases early of $4 million and unplanned asset impairments of internally developed and purchased software of $900,000 ●First year impact of business acquisitions
Revenue ex-ZMPT Growth⁽²⁾	8.5%	9.3%, excluding the impacts of:
		●Foreign currency fluctuations in excess of the fluctuations assumed in the target ●First year impact of business acquisitions

Named Executive Officer (NEO)	Base Salary	Target Annual Bonus	Target PSUs⁽³⁾	RSUs⁽³⁾	Total
Maria Black⁽¹⁾ President and Chief Executive Officer	$966,000	$1,925,000	$6,694,000	$2,231,000	$11,816,000
Carlos A. Rodriguez⁽¹⁾ Executive Chair and Former Chief Executive Officer	$908,100	$1,589,175	$12,750,000	$4,250,000	$19,497,275
Don McGuire Chief Financial Officer	$676,000	$1,014,000	$2,895,000	$965,000	$5,550,000
John C. Ayala Chief Operating Officer	$728,000	$1,092,000	$3,473,000	$1,158,000	$6,451,000
Michael A. Bonarti Chief Administrative Officer	$624,000	$624,000	$2,625,000	$875,000	$4,748,000
Joseph DeSilva President, Global Sales	$550,000	$440,000	$1,556,000	$1,519,000	$4,065,000
Donald Weinstein⁽²⁾ Former Corporate Vice President, Global Product & Technology	$482,025	$482,025	$2,689,000	$896,000	$4,549,050

✓	*Pay for performance:* We design our compensation programs to link pay to performance and levels of responsibility, to encourage our executive officers to remain focused on both the short-term and long-term financial, transformation, client satisfaction and ESG goals of the company and to link executive performance to stockholder value.
✓	*Annual say-on-pay vote:* We hold an advisory say-on-pay vote to approve our NEO compensation on an annual basis.
✓	*Clawback policy:* ADP’s Clawback Policy allows for the recovery of both cash and equity incentive compensation from any current or former executive who engages in any activity that is in conflict with or adverse to ADP’s interests, including fraud or conduct contributing to any financial restatements or irregularities. In light of the SEC’s recent adoption of final clawback rules, we intend to update our Clawback Policy to comply with applicable listing rules.
✓	*Stock ownership guidelines:* We maintain stock ownership guidelines to encourage equity ownership by our executive officers.

1	The base salaries and target annual bonuses reported in the table for Ms. Black and Mr. Rodriguez reflect blended amounts in light of their respective mid-fiscal year transition to the chief executive officer and executive chair roles.
2	Mr. Weinstein’s base salary reflects the amount paid through his last day of employment of March 31, 2023. Pursuant to the terms of Mr. Weinstein’s qualifying termination under the company’s Corporate Officer Severance Plan, the target annual bonus total is prorated for a period of 9 of 12 months of active service during the fiscal year.
3	Equity amounts reflect the target grant values for fiscal year 2023 and are rounded for ease of presentation. For PSUs, these amounts vary from the totals disclosed in the “Summary Compensation Table for Fiscal Year 2023” on page 67 of this proxy statement, which reflects the grant date fair value, calculated in accordance with FASB ASC Topic 718, for the performance year in which performance targets are set is reported. Accordingly, the amounts for PSU awards in the Summary Compensation Table represent the grant date fair value of the first, second and third tranche of the target awards that were granted in fiscal years 2023, 2022 and 2021, respectively.

✓	*Limited perquisites:* We provide limited perquisites that are viewed as consistent with our overall compensation philosophy.
✓	*Double trigger change in control payments:* Our Change in Control Severance Plan for Corporate Officers includes “double-trigger” provisions, such that payments of cash and vesting of equity awards occur only if termination of employment without cause or with good reason occurs during the two-year period after a change in control.
✓	*Independence of our compensation and management development committee and advisor:* The compensation and management development committee of our board of directors, which is comprised solely of independent directors, utilizes the services of FW Cook as an independent compensation consultant. FW Cook reports to the committee, does not perform any other services for the company other than in connection with an annual review of competitive director compensation for the nominating/corporate governance committee of our board of directors, and has no economic or other ties to the company or the management team that could compromise their independence and objectivity.

✕	*No-hedging policy:* We prohibit all of our directors and employees, including our executive officers, from engaging in any hedging or similar transactions involving ADP securities.
✕	*No-pledging policy:* We prohibit all of our directors and employees, including our executive officers, from holding ADP securities in a margin account or pledging ADP securities as collateral for a loan.
✕	*No repricing of underwater stock options without stockholder approval:* We may not lower the exercise price of any outstanding stock options or otherwise provide economic value to the holders of underwater stock options in exchange for the forfeiture of such awards without stockholder approval.

✕	*No discount stock options:* The exercise price of our stock options is not less than 100% of the fair market value of our common stock on the date of grant.
✕	*No IRC Section 280G or 409A tax gross-ups:* We do not provide tax gross-ups under our change in control provisions or deferred compensation programs.
✕	*No current dividends on unearned performance stock units:* We do not pay dividends in respect of unearned PSUs; rather, dividend equivalents are accrued over the applicable performance period and are paid only if the units are earned and shares are issued at the end of the performance period.

*ADP Corporate Governance Framework*
✓Annual election of directors ✓Majority voting standard ✓One share, one vote ✓Proxy access by-law ✓Subject to certain exceptions on a case by case basis, a “no overboarding” policy which states that no non-executive director can serve on more than 4 public boards (including ADP) and, in the case of a director who is an executive officer of ADP or other company, no more than 2 public boards (including ADP) ✓No poison pill ✓Lead Independent Director and independent board committees ✓Stockholder ability to call special meetings ✓Stockholder right to act by written consent ✓Annual board assessment of corporate governance best practices		✓Significant board role in strategy and risk oversight, including annual strategy session ✓Annual product session ✓Non-employee director pay limits and stock ownership requirements ✓Annual succession planning review ✓Director orientation and continuing education for directors ✓Active stockholder engagement to better understand investor perspectives ✓Comprehensive corporate social responsibility (“CSR”)/ sustainability report detailing environmental, social and governance (“ESG”) matters, including cybersecurity, privacy and diversity ✓Executive sessions of independent directors held regularly

✓Committee Chair rotation (November 2022) and successful CEO transition (January 2023)		✓Issued new EEO-1 disclosure/reporting (January 2023) on sustainability.adp.com

✓Committed to short- and medium-term targets towards our pledge to achieve net zero greenhouse gas emissions by 2050 (August 2022) and issued progress update (May 2023) on investors.adp.com		✓New FY’23 LTI design for executives, increasing focus on performance-based awards and continued inclusion of an environmental footprint objective in the annual executive bonus plan for FY’23

WHAT IF I HAVE TECHNICAL DIFFICULTIES OR TROUBLE ACCESSING THE VIRTUAL MEETING?		If you encounter any technical difficulties logging into the website (www.virtualshareholdermeeting.com/ADP2023) or during the virtual meeting, there will be a 1-800 number and international number available on the website to assist you. Technical support will be available 15 minutes prior to the start time of the virtual meeting.
HOW MANY SHARES MUST BE PRESENT TO HOLD THE MEETING?		The representation in person or by proxy of a majority of the issued and outstanding shares of stock entitled to vote at the meeting constitutes a quorum. Under our amended and restated certificate of incorporation, our amended and restated by-laws and under Delaware law, abstentions and “broker non-votes” are counted as present in determining whether the quorum requirement is satisfied. A broker non-vote occurs when a nominee holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power for that particular item and has not received instructions from the beneficial owner.
HOW CAN I VOTE MY SHARES?		The Notice of Internet Availability of Proxy Materials instructs you on how to vote through the Internet. If you receive a paper copy of the proxy materials, you may also vote your shares by telephone or by completing, signing, dating and returning the accompanying printed proxy in the enclosed envelope, which requires no postage if mailed in the United States. Unless contrary instructions are indicated on the proxy, all shares represented by valid proxies received pursuant to this solicitation (and not revoked before they are voted) will be voted in accordance with the recommendations of our board of directors as indicated below. If you are a registered stockholder who would ordinarily be delivering your completed proxy card in person at the meeting, please follow the voting instructions that will be available on the website (www.virtualshareholdermeeting.com/ADP2023) during the 2023 Annual Meeting.
IF I HOLD SHARES IN STREET NAME, DOES MY BROKER NEED INSTRUCTIONS IN ORDER TO VOTE MY SHARES?		If your shares are held in “street name” (i.e., your shares are held by a bank, brokerage firm or other nominee), you must provide voting instructions to your bank or broker by the deadline provided in the materials you receive from your bank or broker. If you hold your shares in street name and you do not instruct your bank or broker as to how to vote your shares, your bank or broker may only vote your shares in its discretion on the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal year 2024 (Proposal 4), but will not be allowed to vote your shares on any of the other proposals described in this proxy statement, including the election of directors. Under applicable Delaware law, a broker non-vote will have no effect on the outcome of any of the other proposals described in this proxy statement because the non-votes are not considered in determining the number of votes necessary for approval.

WHAT MATTERS WILL BE VOTED ON AT THE MEETING, WHAT ARE MY VOTING CHOICES, AND HOW DOES THE BOARD OF DIRECTORS RECOMMEND THAT I VOTE?	Proposal		Voting Choices	Board Recommendation
	Proposal 1: Election of the 12 nominees named in this proxy statement to serve on the company’s board of directors		●For ●Against ●Abstain	FOR election of all 12 director nominees
	Proposal 2: Advisory resolution approving the compensation of the company’s named executive officers as disclosed in the “Compensation Discussion and Analysis” section on page 43 of this proxy statement and accompanying compensation tables		●For ●Against ●Abstain	FOR
	Proposal 3: Advisory vote approving the frequency of the executive compensation advisory vote		●One Year ●Two Years ●Three Years ●Abstain	ONE YEAR
	Proposal 4: Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal year 2024		●For ●Against ●Abstain	FOR
	So far as the board of directors is aware, only the above matters will be acted upon at the meeting. If any other matters properly come before the meeting, the accompanying proxy may be voted on such other matters in accordance with the best judgment of the person or persons voting the proxy.
HOW MANY VOTES ARE NEEDED TO APPROVE THE PROPOSALS, AND WHAT IS THE EFFECT OF ABSTENTIONS OR BROKER NON-VOTES?		Proposal	Votes Required	Effect of Abstentions	Effect of Broker Non-Votes
	Proposal 1:	Election of directors	Majority of shares represented in person or by proxy and entitled to vote thereon	Treated as vote against	No effect
	Proposal 2:	Advisory resolution to approve compensation of named executive officers	Majority of shares represented in person or by proxy and entitled to vote thereon	Treated as vote against	No effect
	Proposal 3:	Advisory vote to approve the frequency of the executive compensation advisory vote	Majority of shares represented in person or by proxy and entitled to vote thereon	No effect	No effect
	Proposal 4:	Ratification of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal year 2024	Majority of shares represented in person or by proxy and entitled to vote thereon	Treated as vote against	N/A - brokers are permitted to vote on this matter

		Proposal 4: The affirmative vote of the holders of a majority of the shares represented in person or by proxy and entitled to vote thereon is required to ratify the appointment of Deloitte & Touche LLP as the company’s independent registered public accounting firm for fiscal year 2024. Votes may be cast in favor of or against this proposal or a stockholder may abstain from voting. Abstentions will have the effect of a negative vote. Brokers have the authority to vote shares for which their customers did not provide voting instructions on the ratification of the appointment of Deloitte & Touche LLP, so there will be no broker non-votes for this item.
MAY I REVOKE MY PROXY OR CHANGE MY VOTE?		If your shares are registered in your name, you may revoke your proxy and change your vote prior to the completion of voting at the Annual Meeting by: ●submitting a valid, later-dated proxy card or a later-dated vote in accordance with the voting instructions on the Notice of Internet Availability of Proxy Materials in a timely manner; or ●giving written notice of such revocation to the company’s corporate secretary prior to the Annual Meeting or by voting at the Annual Meeting by following the instructions that will be available on the website (www.virtualshareholdermeeting.com/ADP2023) during the Annual Meeting If your shares are held in “street name,” you should contact your bank or broker and follow its procedures for changing your voting instructions. You also may vote at the Annual Meeting by following the instructions provided by your bank or broker. Only the latest validly executed proxy that you submit will be counted.
IS MY VOTE CONFIDENTIAL?		Proxies and ballots identifying the vote of individual stockholders will be kept confidential from our management and directors, except as necessary to meet legal requirements in cases where stockholders request disclosure or in a contested election.
WHERE CAN I FIND THE VOTING RESULTS OF THE ANNUAL MEETING?		The preliminary voting results will be announced at the Annual Meeting. The final voting results, which are tallied by independent tabulators and certified by independent inspectors, will be published in the company’s current report on Form 8-K, which we are required to file with the SEC within four business days following the Annual Meeting.
HOW CAN I ASK A QUESTION DURING THE VIRTUAL ANNUAL MEETING?		You will be able to submit a written question during the Annual Meeting by following the instructions that will be available on the Annual Meeting website (www.virtualshareholdermeeting.com/ADP2023). As part of the virtual Annual Meeting, we will hold a question and answer session, during which we intend to answer questions submitted in accordance with our Annual Meeting rules (which will be available on the website) and that are relevant to the company and the meeting matters, as time permits. Questions and answers will be grouped by topic, and substantially similar questions will be grouped and answered once. If time does not permit us to address each question received during the Annual Meeting, the company’s answers will be posted to our corporate website at www.adp.com in the “Investors” section as soon as possible after the Annual Meeting.

WHO IS PAYING FOR THE PREPARATION AND MAILING OF THE PROXY MATERIALS AND HOW WILL SOLICITATIONS BE MADE?		We are making this solicitation of proxies on behalf of our board of directors and will pay the solicitation costs. Our directors, officers and other employees may, without additional compensation except reimbursement for actual expenses, solicit proxies by mail, in person or by telecommunication. In addition, we have retained Innisfree M&A Incorporated at a fee estimated to be approximately $25,000, plus reasonable out-of-pocket expenses, to assist in the solicitation of proxies. We will reimburse brokers, fiduciaries, custodians, and other nominees for out-of-pocket expenses incurred in sending our proxy materials to, and obtaining instructions relating to such materials from, beneficial owners. If you have any questions about giving your proxy or require assistance, please contact our proxy solicitor at: INNISFREE M&A INCORPORATED 501 Madison Avenue, 20^thFloor New York, NY 10022 Stockholders call toll-free: (877) 687-1865 Banks and brokers call collect: (212) 750-5833
WHAT IS “HOUSEHOLDING?”		To reduce the expense of delivering duplicate proxy materials to stockholders who may have more than one account holding our stock but share the same address, we have adopted a procedure known as “householding.” Under this procedure, certain stockholders of record who have the same address and last name, and who do not participate in electronic delivery of proxy materials, will receive only one copy of our Notice of Internet Availability of Proxy Materials and, as applicable, any additional proxy materials that are delivered until such time as one or more of these stockholders notifies us that they want to receive separate copies. Stockholders who participate in householding will continue to have access to and utilize separate proxy voting instructions. If you are a registered stockholder and choose to have separate copies of our Notice of Internet Availability of Proxy Materials, proxy statement and annual report on Form 10-K mailed to you, you must “opt-out” by writing to Broadridge Financial Solutions, Inc., Householding Department, 51 Mercedes Way, Edgewood, New York, 11717 or by calling 1-866-540-7095 and we will cease householding all such disclosure documents within 30 days. If we do not receive instructions to remove your accounts from this service, your accounts will continue to be “householded” until we notify you otherwise. If you own our common stock in nominee name (such as through a broker), information regarding householding of disclosure documents should have been forwarded to you by your broker. You can also contact Broadridge Financial Solutions, Inc. at 1-866-540-7095 if you received multiple copies of the Annual Meeting materials and would prefer to receive a single copy in the future.

Name	Age	Served as a Director Continuously Since	Principal Occupation
Peter Bisson	66	2015	Retired Director and Global Leader of the High-Tech Practice at McKinsey & Company
Maria Black	49	2023	President and Chief Executive Officer of Automatic Data Processing, Inc.
David V. Goeckeler	61	2022	Chief Executive Officer of Western Digital Corporation
Linnie M. Haynesworth	66	2020	Retired Sector Vice President and General Manager, Northrop Grumman Corporation
John P. Jones (Lead Independent Director)	72	2005	Retired Chairman and Chief Executive Officer of Air Products and Chemicals, Inc.
Francine S. Katsoudas	53	2019	Executive Vice President and Chief People, Policy & Purpose Officer of Cisco Systems, Inc.
Nazzic S. Keene	62	2020	Chief Executive Officer of Science Applications International Corporation
Thomas J. Lynch	68	2018	Chairman and Former Chief Executive Officer of TE Connectivity Ltd.
Scott F. Powers	64	2018	Former President and Chief Executive Officer of State Street Global Advisors
William J. Ready	43	2016	Chief Executive Officer of Pinterest, Inc.
Carlos A. Rodriguez (Executive Chair)	59	2011	Executive Chair of Automatic Data Processing, Inc.
Sandra S. Wijnberg	67	2016	Former Executive Advisor, Partner and Chief Administrative Officer of Aquiline Holdings

Capital Markets experience, such as mergers and acquisitions and capital market activities involving the issuance of public company debt and/or equity.	Industry Knowledge in Human Capital Management (HCM) and Human Resources Outsourcing (HRO), including experience in managing or supervising human capital management and human resources outsourcing services.
Cybersecurity experience in the IT, enterprise risk management and legal contexts. Understanding and familiarity with application of management frameworks, such as the NIST Cybersecurity Framework, to the operating requirements of the business.	International experience in managing or supervising a business with global operations, particularly in countries outside the U.S. where ADP does business or would like to do business. Familiarity with compliance issues facing companies with global operations.
Enterprise Risk Management (ERM) experience in managing/supervising systems or processes for identifying, assessing and mitigating the total risk of a global business enterprise.	Other Public Board experience, including current or recent membership on one or more large-cap public company boards.
Environmental, Social and Governance (ESG) experience with environmental stewardship and social matters, including corporate social responsibility initiatives and philanthropy, as well as associated risks and opportunities, in order to drive sustained value creation within a responsible operating framework for our stakeholders.	Product Marketing/Management experience managing or supervising business to business product marketing, and/or product design and product management, in particular, relating to the software industry or the financial, IT or outsourcing services industry.
Financial Expertise, including senior financial leadership experience at a large global public company or financial institution.	Public Company CEO experience at a large global public company.
General Operations experience, including managing/supervising operations and business process improvement activities. Familiarity with development, implementation and reporting of service excellence, quality standards, operational performance metrics and targets.	Strategic Planning/Business Development experience, including managing/supervising the strategic planning process for a global business and the associated development and implementation of specific growth opportunities.
Government and Regulatory experience in dealing directly with regulatory agencies and government officials and experience in overseeing compliance issues pertaining to the management of business activities in a regulated environment.	Technology experience relating to cloud computing, software development, technology architecture and digital transformation through the development and evolution of technology platforms to provide clients digital choices, solutions and functionality, end to end.
Human Resources (HR)/Compensation experience as head of HR or direct supervision of an HR leader at a global or public company. Experience in talent acquisition and management, training and development, research/analytics, and employee engagement.	Transformation experience in overseeing and executing enterprise-wide transformational, cost management, cost-reduction and/or restructuring initiatives, including managing large-scale/global business process innovation efforts.

Board Diversity Matrix (as of September 21, 2023)
Total Number of Directors:	12
	Female	Male	Non-Binary	Did Not Disclose Gender
Part I: Gender Identity
Directors	5	7	0	0
Part II: Demographic Background:
African American or Black	1	0	0	0
Alaskan Native or Native American	0	0	0	0
Asian	0	0	0	0
Hispanic or Latinx	1	1	0	0
Native Hawaiian or Pacific Islander	0	0	0	0
White	4	6	0	0
Two or more races or ethnicities	1	0	0	0
LGBTQ+	0
Did Not Disclose Demographic Background:	0

Peter Bisson
Director since: 2015 Age: 66 Independent Committees: ►CDTAC, Chair ►Nominating/ Corporate Governance		Retired Director at McKinsey & Company Mr. Bisson was a director and the global leader of the High-Tech Practice at McKinsey & Company prior to his retirement in June 2016. Mr. Bisson also held a number of other leadership positions at McKinsey & Company, including chair of its knowledge committee, which guides the firm’s knowledge investment and communication strategies, member of the firm’s shareholders committee, and leader of the firm’s strategy and telecommunications practices. In more than 30 years at McKinsey & Company, he advised a variety of multinational public companies, including ADP, in the technology-based products and services industry. For many years, Mr. Bisson also served on the board of the Nature Conservancy of NY, an environmental group, serving as the co-chair in his final two years. Presently, he is a special advisor to Brighton Park Capital and a director of Gartner Inc. Key Skills & Qualifications Mr. Bisson’s experience includes advising clients on corporate strategy and M&A, design and execution of performance improvement programs, marketing and technology development. Mr. Bisson’s broad experience in the technology industry is a valuable asset to our board of directors and contributes to the oversight of the company’s strategic direction and digital transformation.

Maria Black
Director since: 2023 Age: 49 Management		President and Chief Executive Officer of Automatic Data Processing, Inc. Ms. Black is the president and chief executive officer of the company. Before she was appointed to her current position in January 2023, she served as president of the company 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. Key Skills & Qualifications Throughout her career at ADP, Ms. Black has served in key roles across ADP in sales, service, product implementation and operations, including our PEO and Employer Services businesses. Having overseen all aspects of sales, marketing and business operations gives her a powerful perspective and understanding of ADP’s products, innovation strategy and growth opportunities. She brings this deep perspective and understanding of HCM, together with her unwavering focus on modernization, operational excellence and client centricity, to our board of directors.

David V. Goeckeler
Director since: 2022 Age: 61 Independent Committees: ►CDTAC ►CMDC		Chief Executive Officer of Western Digital Corporation Mr. Goeckeler has been chief executive officer and a member of the board of directors of Western Digital since March 2020. Prior to his current role, he served as executive vice president and general manager of the networking and security business of Cisco Systems, Inc., from July 2017 to March 2020. From May 2016 to July 2017, Mr. Goeckeler served as senior vice president and general manager for Cisco’s networking and security business group, and served as senior vice president and general manager for its security business from 2014 to 2016. Key Skills & Qualifications Mr. Goeckeler is a transformational technology veteran with an extensive background leading large-scale development operations that deliver disruptive innovation across critical infrastructure segments. His strategic thought-leadership coupled with deep domain expertise in cloud computing infrastructure, modern software development and business models, cybersecurity and data protection are incredibly valuable to the board as ADP continues to drive innovation across its HCM technology portfolio and accelerates its digital transformation.

Linnie M. Haynesworth
Director since: 2020 Age: 66 Independent Committees: ►Audit ►CDTAC		Retired Sector Vice President and General Manager, Northrop Grumman Corporation Ms. Haynesworth retired in 2019 as the sector vice president and general manager of the Cyber and Intelligence Mission Solutions Division for Northrop Grumman Corporation’s (“NGC”) Mission Systems Sector after assuming this role in 2016. She previously served as sector vice president and general manager of the Intelligence, Surveillance and Reconnaissance Division within the former Information Systems sector of NGC, and also led NGC’s Federal and Defense Technologies Division. Before joining Information Systems at NGC, she was vice president for aerospace products with the NGC Aerospace Systems sector and served as program manager for its Defense Weather Satellite System. She began her career at NGC in 1979 and also held other leadership roles in business development, engineering, supply chain and program positions of increasing responsibility in multiple areas of the company. Ms. Haynesworth is a member of the Defense Business Board and is currently a director of Eastman Chemical Company, Micron Technology, Inc. and Truist Financial Corporation. Key Skills & Qualifications Ms. Haynesworth brings a proven track record of achievement and extensive expertise in technology integration, cybersecurity, enterprise strategy, risk management and large complex system development, delivery and deployment. With 40 years in the industry, her insight and breadth of experience are invaluable contributions to ADP, given the integral nature of technology and security to our products, business processes and infrastructure.

John P. Jones
Director since: 2005 Age: 72 Lead Independent Director		Retired Chairman and Chief Executive Officer of Air Products and Chemicals, Inc. Mr. Jones is the retired chairman of the board, chief executive officer, and president of Air Products and Chemicals, Inc., an industrial gas and related industrial process equipment business. Mr. Jones served as chairman of Air Products and Chemicals, Inc. from October 2007 until April 2008, as chairman and chief executive officer from September 2006 until October 2007, and as chairman, president, and chief executive officer from December 2000 through September 2006. He also served as a director of Sunoco, Inc. from 2006 to 2012. Key Skills & Qualifications With a track record of achievement and sound business judgment demonstrated during his thirty-six year tenure at Air Products and Chemicals, Inc., including as CEO, Mr. Jones understands how to operate effectively within highly regulated and complex frameworks and brings to the board of directors extensive experience in issues facing public companies and multinational businesses, including organizational management, strategic planning, and risk management matters, combined with proven business and financial acumen.

Francine S. Katsoudas
Director since: 2019 Age: 53 Independent Committees: ►CMDC ►Nominating/ Corporate Governance		Executive Vice President and Chief People, Policy & Purpose Officer of Cisco Systems, Inc. Ms. Katsoudas has been the executive vice president and chief people, policy & purpose officer of Cisco Systems, Inc. since March 2021, and prior to that, the chief people officer since 2015. Prior to these roles, she served in various positions of increasing responsibility at Cisco, since joining the company in 1996. Prior to Cisco, Ms. Katsoudas worked in both the financial and professional services industries with a focus on customer service and operations. Key Skills & Qualifications As an innovative human resources leader with a ‘voice of the customer’ mindset in organizational talent and strategy, Ms. Katsoudas brings valuable perspective and insight to the board of directors and contributes to the oversight of the company’s strategy and ongoing transformation to drive solutions in a rapidly evolving, dynamic HCM market.