Automatic Data Processing (ADP) Proxy Filing summary

Executive summary

• The 2024 Annual Meeting will be held virtually on November 6, 2024, with voting on director elections, executive compensation, and auditor ratification.

• Fiscal 2024 saw $19.2B in revenue, 11% EPS growth, and record new business bookings and client satisfaction.

• $3.4B was returned to shareholders via dividends and share repurchases, marking 49 consecutive years of dividend increases.

• Strategic priorities include leading with HCM technology, unmatched expertise, and leveraging global scale.

Voting matters and shareholder proposals

• Shareholders will vote on electing 12 directors, an advisory say-on-pay for executive compensation, and ratification of Deloitte & Touche LLP as independent auditor for FY2025.

• Board recommends voting FOR all proposals.

• Shareholder proposals for the 2025 meeting must be received by May 22, 2025; proxy access nominations are due between April 22 and May 22, 2025.

Board of directors and corporate governance

• 10 of 12 director nominees are independent; 42% are women, 25% are racially/ethnically diverse.

• Average director tenure is 7.6 years; average age is 62.

• Board skills include cybersecurity, capital markets, ESG, financial, technology, and international experience.

• Board leadership structure features an independent, non-executive chair.

• Annual board and committee assessments, director orientation, and overboarding policy in place.