Automatic Data Processing Inc DEF 14A, filed Sep 25, 2025

About this DEF 14A

Automatic Data Processing Inc (ADP)

DEF 14A 2025-09-25 For: 2025-11-12

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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 and governance engagement

   Trends and best practices across the strategic, governance, executive compensation, regulatory, and environmental & social landscapes

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 20% 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 25, 2025.

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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.	Ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal year 2026; and
4.	Transact any other business that may properly come before the meeting or any adjournment(s) or postponement(s) thereof.

		Page
2025 Proxy Statement Summary		i
Questions and Answers About the Annual Meeting and Voting		1
Proposal 1 Election of Directors		7
Stockholder Approval Required		16
Corporate Governance		17
Board Leadership Structure		17
Board Composition and Director Succession Planning		18
Director Nomination Process		18
Director Orientation and Continuing Education		19
Director Overboarding Policy and Time Commitments		19
Retirement Policy		20
Committees of the Board of Directors		20
Audit Committee		21
Nominating/Corporate Governance Committee		21
Compensation and Management Development Committee		22
Corporate Development and Technology Committee		22
The Board’s Role in Risk Oversight		23
The Board’s Role in Strategy Oversight		27
The Board’s Role in Human Capital Management and Talent Development		28
Corporate Social Responsibility at ADP		28
Communications with All Interested Parties		30
Transactions with Related Persons		30
Insider Trading Policy		31
Availability of Corporate Governance Documents		31
Compensation Committee Interlocks and Insider Participation		31
Compensation of Non-Employee Directors		32
Director Compensation Table For Fiscal Year 2025		34
Security Ownership of Certain Beneficial Owners and Management		36
Equity Compensation Plan Information		38
Proposal 2 Advisory Vote on Executive Compensation		39
Stockholder Approval Required		39

Compensation Discussion and Analysis		40
Executive Summary		40
Compensation Principles		49
Cash Compensation		52
Long-Term Incentive Compensation Programs		56
Other Compensation Components and Considerations		60
Compensation and Management Development Committee Report		63
Compensation of Executive Officers		64
Summary Compensation Table for Fiscal Year 2025		64
All Other Compensation for Fiscal Year 2025		66
Grants of Plan-Based Awards Table for Fiscal Year 2025		68
Restricted Stock Units/Performance Stock Units		69
Stock Options		70
Outstanding Equity Awards for Fiscal Year-End 2025		72
Outstanding Equity Vesting Schedule for Fiscal Year-End 2025		74
Option Exercises and Stock Vested Table for Fiscal Year 2025		76
Pension Benefits for Fiscal Year 2025		78
Automatic Data Processing, Inc. Pension Retirement Plan		79
Supplemental Officers Retirement Plan		79
Deferred Compensation Program		80
Executive Retirement Plan		80
Canada Supplementary Excess Retirement Plan		81
Non-Qualified Deferred Compensation for Fiscal Year 2025		82
Potential Payments to Named Executive Officers Upon Termination or Change in Control		83
Change in Control Severance Plan for Corporate Officers		83
Corporate Officer Severance Plan		84
Health Coverage		85
Deferred Compensation		85
Termination and Change in Control Tables		85
Potential Payments upon Termination or Change in Control for Maria Black		86
Potential Payments upon Termination or Change in Control for Don McGuire		87
Potential Payments upon Termination or Change in Control for Michael A. Bonarti		88
Potential Payments upon Termination or Change in Control for Joseph DeSilva		89
Potential Payments upon Termination or Change in Control for Sreeni Kutam		90
Potential Payments upon Termination or Change in Control for John C. Ayala		91
CEO Pay Ratio		92

	By order of the Board of Directors

	DOROTHY WISNIOWSKI
	Secretary

Pay versus Performance		93
Audit Committee Report		97
Independent Registered Public Accounting Firm’s Fees		99
Proposal 3 Appointment of Independent Registered Public Accounting Firm		100
Stockholder Approval Required		100
Stockholder Proposals and Nominations		101
Electronic Delivery of Future Stockholder Communications		103
Appendix A: Reconciliation of GAAP and Non-GAAP Information		A-1

2025 Annual Meeting of Stockholders
Time and Date		10:00 a.m. Eastern Standard Time, November 12, 2025
Live Webcast		www.virtualshareholdermeeting.com/ADP2025
Record Date		Stockholders of record at the close of business on September 15, 2025 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/ADP2025 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 2025 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 25, 2025, 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	39
Proposal 3:	Ratification of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal year 2026	For	100

Election of Directors (Proposal 1)
Name	Age	Director Since	Principal Occupation	Independent	Committee Memberships
Name	Age	Director Since	Principal Occupation	Independent	AC	CMDC	NCGC	CDTC
Peter Bisson	68	2015	Retired Director and Global Leader of the High-Tech Practice at McKinsey & Company	✓	✓			Chair
Maria Black	51	2023	President and Chief Executive Officer of Automatic Data Processing, Inc.
David V. Goeckeler	63	2022	Chairman and Chief Executive Officer of Sandisk Corporation	✓		✓		✓
Linnie M. Haynesworth	68	2020	Retired Sector Vice President and General Manager of Northrop Grumman Corporation	✓	✓			✓
Francine S. Katsoudas	55	2019	Executive Vice President and Chief People, Policy & Purpose Officer of Cisco Systems, Inc.	✓		✓	✓
Nazzic S. Keene	64	2020	Former Chief Executive Officer of Science Applications International Corporation	✓	✓		Chair
Karen S. Lynch	62	New	Former President and Chief Executive Officer of CVS Health Corporation	✓
Thomas J. Lynch (Non-Executive Chair)	70	2018	Former Chairman and Chief Executive Officer of TE Connectivity Ltd.	✓
Scott F. Powers	66	2018	Former President and Chief Executive Officer of State Street Global Advisors	✓		Chair	✓
Carlos A. Rodriguez	61	2011	Former Executive Chair and Chief Executive Officer of Automatic Data Processing, Inc.
Robert H. Swan	65	New	Operating Partner at Andreessen Horowitz	✓
Sandra S. Wijnberg	69	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
$20.6 billion in revenue 10% earnings per share growth to $9.98 for the year Employer Services new business bookings increased 3% to a new record of $2.1 billion and worldwide new business bookings increased 3.5% Strong Employer Services Client Retention of 92.1% Reached new, all-time high company-wide client satisfaction levels Over 1.1 million clients globally Over 42 million workers paid across 140+ countries and territories		$3.7 billion in cash returned to stockholders $2.4 billion dividends $1.3 billion share repurchases 50 consecutive years of dividend increases

STRATEGIC EXECUTION
Continued to lead with best-in-class HCM technology by launching a flexible, intelligent and human-centric global HCM solution that unifies HR management, payroll, workforce management, talent, and data analytics. We also continued to roll out a cross-platform solution powered by generative AI that transforms data into credible and actionable insights for clients. Continued to lean into our unmatched expertise by deploying AI tools across our sales, service, and research and development functions to improve the client experience and drive internal productivity gains. Continued to leverage our global scale by launching an integrated payroll solution for small businesses, expanding our offer in markets with exciting growth opportunities, and by acquiring payroll businesses that strengthen our capabilities in local and global payroll and HR. We also acquired WorkForce Software, which meaningfully enhanced our capabilities in the time and attendance space, allowing us to serve the broader workforce management needs of our clients.

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, client satisfaction, transformation, paperless and HCM 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 2025 executive compensation program
*Base salary:*	Our NEOs received salary increases in fiscal year 2025 of 2%. In addition, Mr. DeSilva received a 6.2% salary increase effective January 1, 2025 in connection with his appointment as Executive Vice President, North America and Chief of Operations.
Annual cash bonus:	Fiscal year 2025 target bonuses were the same as a percentage of base salary as in fiscal year 2024 for all NEOs other than Mr. DeSilva, whose target bonus percentage of 125% reflects a blended percentage for fiscal year 2025 of 100% for the period of July 1, 2024 through December 31, 2024, and 150% effective January 1, 2025. Annual bonuses were based on the financial performance of the company as well as client satisfaction, transformation, paperless and HCM performance goals. For fiscal year 2025, our NEOs received cash bonuses at 107.1% of target.
*Equity awards:*	As part of our equity compensation program in fiscal year 2025, we granted our executive officers PSUs and restricted stock units (“RSUs”).

Annual Cash Bonus Plan Measures	Plan Targets	Plan Results
Revenue Growth	5.7%	7.1%, excluding the impact of foreign currency fluctuations in excess of the fluctuations assumed in the target
New Business Bookings Growth⁽¹⁾	7.8%	3.5%
Adjusted EBIT Growth⁽²⁾	8.8%	9.7%, excluding the impact of foreign currency fluctuations in excess of the fluctuations assumed in the target

PSU Program Measures	Program Targets	Program Results
Adjusted Net Income Growth⁽¹⁾	7.9%	10.6%, excluding the impacts of:
		●Foreign currency fluctuations in excess of the fluctuations assumed in the target ●First-year impact of business acquisitions
Revenue ex-ZMPT Growth⁽²⁾	5.6%	6.2%, 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
Ms. Black President and Chief Executive Officer	$1,224,000	$2,448,000	$12,771,000	$4,257,000	$20,700,000
Mr. McGuire Corporate Officer and Former Chief Financial Officer	$710,200	$1,065,300	$4,275,000	$1,425,000	$7,475,500
Mr. Bonarti Chief Administrative Officer	$655,600	$655,600	$3,165,000	$1,055,000	$5,531,200
Mr. DeSilva⁽¹⁾ Executive Vice President (“EVP”), North America and Chief of Operations	$631,000	$812,500	$3,207,000	$1,069,000	$5,719,500
Mr. Kutam President, Global Product & Innovation	$577,800	$577,800	$2,883,300	$961,100	$5,000,000
Mr. Ayala⁽²⁾ Former Chief Operating Officer	$573,600	$860,400	$3,472,500	$1,157,500	$6,064,000

1	Mr. DeSilva’s base salary and target annual bonus reported in the table reflect blended amounts in light of his mid-fiscal year appointment to the role of EVP, North America and Chief of Operations.
2	Mr. Ayala’s base salary reflects the amount paid through his last day of employment of March 31, 2025. Pursuant to the terms of Mr. Ayala’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 2025. For PSUs, these amounts vary from the totals disclosed in the “Summary Compensation Table for Fiscal Year 2025” on page 64 of this proxy statement, which reflect the grant date fair value, calculated in accordance with FASB ASC Topic 718, for the performance year in which performance targets are set. 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 2025, 2024 and 2023, respectively.

✓	*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, client satisfaction, transformation, paperless and HCM 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:* We maintain a rigorous Clawback Policy which exceeds Nasdaq listing requirements and allows for the recovery of both cash and equity incentive compensation from any current or former corporate officer (including any executive officer) who engages in any activity that is in conflict with or adverse to ADP’s interests, including fraud.
✓	*Stock ownership guidelines:* We maintain stock ownership guidelines to encourage equity ownership by our executive officers.

✓	*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.

✓	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 nonexecutive 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
✓	Independent, non-executive board chair 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 and 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 reporting detailing impact, philanthropic, cybersecurity and privacy governance matters
✓	Executive sessions of independent directors held regularly

✓Refreshed our Corporate Governance Principles and committee charters to reflect a rebalance of oversight responsibilities among the Board, Audit Committee, Corporate Development and Technology Committee (“CDTC”) and Nominating/Corporate Governance Committee (May 2025)		✓Formalized our CDTC, which previously functioned in an advisory capacity, to a standing committee with defined duties, including oversight of product security and resiliency (May 2025)

✓Held an Investor Day (June 2025) outlining ADP’s vision and strategic priorities		✓Ongoing board refreshment with the nomination of two new board nominees with decades of strategic, operational and financial leadership (September 2025)

WHY AM I RECEIVING THESE PROXY MATERIALS?		We are providing these proxy materials to holders of shares of the company’s common stock, par value $0.10 per share, in connection with the solicitation of proxies by our board of directors for the forthcoming 2025 Annual Meeting of Stockholders to be held on November 12, 2025 at 10:00 a.m. Eastern Standard Time, and at any postponement(s) or adjournment(s) thereof. The company will bear all expenses in connection with this solicitation.
HOW CAN I PARTICIPATE IN THE MEETING?		The 2025 Annual Meeting will be held in a virtual meeting format. The 2025 Annual Meeting will be conducted via live webcast, beginning promptly at 10:00 a.m. Eastern Standard Time on Wednesday, November 12, 2025. Admission to the meeting is restricted to stockholders of record as of September 15, 2025 and/or their designated representatives. The 2025 Annual Meeting can be accessed from the following website: www.virtualshareholdermeeting.com/ADP2025 We recommend that you log in 15 minutes before the start of the 2025 Annual Meeting to ensure sufficient time to complete the check-in procedures. 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. You will have the same rights and opportunities to participate as you would have at a physical annual meeting. You will be able to participate in the virtual meeting, vote your shares electronically, and submit your questions during the meeting by visiting the website identified above.

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/ADP2025) 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/ADP2025) during the 2025 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 2026 (Proposal 3), 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 40 of this proxy statement and accompanying compensation tables		●For ●Against ●Abstain	FOR
	Proposal 3: Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal year 2026		●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:	Ratification of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal year 2026	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

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/ADP2025) 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/ADP2025). 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^th Floor New York, NY 10022 Stockholders call toll-free: (877) 825-8777 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	68	2015	Retired Director and Global Leader of the High-Tech Practice at McKinsey & Company
Maria Black	51	2023	President and Chief Executive Officer of Automatic Data Processing, Inc.
David V. Goeckeler	63	2022	Chairman and Chief Executive Officer of Sandisk Corporation
Linnie M. Haynesworth	68	2020	Retired Sector Vice President and General Manager, Northrop Grumman Corporation
Francine S. Katsoudas	55	2019	Executive Vice President and Chief People, Policy & Purpose Officer of Cisco Systems, Inc.
Nazzic S. Keene	64	2020	Former Chief Executive Officer of Science Applications International Corporation
Karen S. Lynch	62	New	Former President and Chief Executive Officer of CVS Health Corporation
Thomas J. Lynch (Non-Executive Chair)	70	2018	Former Chairman and Chief Executive Officer of TE Connectivity Ltd.
Scott F. Powers	66	2018	Former President and Chief Executive Officer of State Street Global Advisors
Carlos A. Rodriguez	61	2011	Former Executive Chair and Chief Executive Officer of Automatic Data Processing, Inc.
Robert H. Swan	65	New	Operating Partner at Andreessen Horowitz
Sandra S. Wijnberg	69	2016	Former Executive Advisor, Partner and Chief Administrative Officer of Aquiline Holdings


10 of our 12 director nominees are independent	Average tenure of independent director nominees is 5.5 years	Average age of 63 years
Of our 12 director nominees, 6 are women and 3 are racially or ethnically diverse	5 of our 10 independent director nominees have a tenure of 5 years or less as of our 2025 Annual Meeting	As of our 2025 Annual Meeting, the average age of our twelve director nominees will be 63 years

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 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, including with respect to cloud computing, software development, artificial intelligence, 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.

Peter Bisson
Director since: 2015 Age: 68 Independent Committees: ►CDTC, Chair ►Audit		Retired Director and Global Leader of the High-Tech Practice 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, including our AI-enabled product portfolio.