ADP Comments on Letter From Pershing Square and Previous Meeting With ADP Board
"ADP is always open to constructive input from our shareholders, and we thank
"After considering all of this input, the Board remains confident that ADP has the right corporate strategy in place and the right expertise on the Board to continue to transform its technology, streamline operations, and enhance its competitive advantages at an aggressive yet responsible pace, all of which will extend ADP's strong track record of value creation for clients and shareholders. In contrast, the Board believes Pershing Square's approach presents very significant risks to ADP's clients and shareholders."
"As previously announced, after a thorough review of Pershing Square's nominees, including conducting individual interviews with each candidate, the Nominating/Corporate Governance Committee had determined that none of the nominees would bring additive skills or experience to the ADP Board. Nothing in
ADP Has a Proven
"ADP shares have outperformed the S&P 500 and generated total shareholder returns in excess of 200% over
ADP's Corporate Strategy is Focused on Transformation.
"Over the past six years, ADP's Board and management team have been highly focused on investing in and transforming the business to position it for continued success within the competitive global HCM environment. Today, ADP's annual investments in technology, R&D and innovation total more than
"Most importantly, ADP has been pursuing this change at an aggressive yet responsible pace. We are committed to driving results and serving our 700,000 worldwide clients, and we will not compromise our reputation or the needs of the one in six American workers we pay. We are confident that this approach to change is the right path forward."
ADP's Board and Corporate Governance Are Best-in-Class and Support our Corporate Strategy.
"ADP has long been a leader in best-in-class corporate governance that enhances responsiveness to shareholders. The Board is elected annually, all directors are independent other than CEO
"To formally link our commitment to technology with corporate governance,
Pershing Square's Approach Could Put ADP's Business at Risk.
"The ADP Board is concerned by Pershing Square's claim that ADP can increase its operating margins by an extreme 1,600 basis points from ADP's already strong and increasing margins. This could do serious harm to our client relationships, disrupt mission-critical technologies, and put ADP's client retention -- and by extension the ADP business model -- at significant risk. Furthermore, Pershing Square has provided no clear roadmap on how it intends to accomplish the massive margin improvement it has targeted; if Pershing Square's vague and risky 'plan' for ADP fails, it can simply walk away, while our clients, shareholders, and associates are left to deal with the consequences."
"Ahead of our Annual Meeting of Stockholders on
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