Automatic Data Processing (ADP) Proxy filing summary

Executive summary

• The 2026 Annual Meeting will be held virtually on November 11, 2026, with voting on director elections, executive compensation, and auditor ratification.

• Fiscal 2026 saw $21.9B in revenue, 10% EPS growth, and record client satisfaction and retention.

• Over $4.7B was returned to shareholders via dividends and share repurchases, with 51 consecutive years of dividend increases.

• Strategic priorities include leading with AI-enabled HCM technology, unmatched expertise, and global scale.

Voting matters and shareholder proposals

• Shareholders will vote on electing 13 directors, an advisory say-on-pay resolution, and ratification of Deloitte & Touche LLP as auditor for FY2027.

• Board recommends voting FOR all proposals.

• Shareholder proposals for the 2027 meeting must be submitted by May 27, 2027; proxy access nominations are due between April 27 and May 27, 2027.

Board of directors and corporate governance

• 11 of 13 director nominees are independent; 54% are women, 23% racially/ethnically diverse, average age 65.

• Board skills include cybersecurity, capital markets, ESG, financial, HR, technology, and transformation.

• Board leadership is separated: an independent non-executive chair and CEO.

• Annual board and committee evaluations, director orientation, and overboarding/retirement policies are in place.