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AUTOMATIC DATA PROCESSING INC Proxy Solicitation & Information Statement 2017

Oct 19, 2017

29846_psi_2017-10-19_3ef384a6-e2b9-4dad-9a35-528f2e38f3b3.zip

Proxy Solicitation & Information Statement

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DFAN14A 1 d467364ddfan14a.htm DFAN14A DFAN14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒

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 Pursuant to §240.14a-12

Automatic Data Processing, Inc.

(Name of Registrant as Specified In Its Charter)

William A. Ackman

Veronica M. Hagen

V. Paul Unruh

Pershing Square Capital Management, L.P.

PS Management GP, LLC

Pershing Square, L.P.

Pershing Square II, L.P.

Pershing Square International, Ltd.

Pershing Square Holdings, Ltd.

Pershing Square VI Master, L.P.

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

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fee is calculated and state how it was determined):
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Fee paid previously with preliminary materials.
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement
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Pershing Square Capital Management, L.P. and certain affiliates (“Pershing Square”) placed the following advertisements on Facebook:

ADP Ascending Sponsored ADP ASCENDING Find out how you can Vote Gold to improve ADP’s long-term prospects. VOTE GOLD TRANSFORM STRENGTEN GROW Like Comment Share

ADP Ascending Sponsored ADP ASCENDING ADP Shareholders - Your vote in the upcoming election matters! Voting is easy. Follow this guide to ensure a bright future for ADP. VOTE GOLD TRANSFORM STRENGTEN GROW Like Comment Share

ADP Ascending Sponsored ADP ASCENDING As its competition innovates, ADP must do the same to avoid losing ground. Unfortunately, ADP’s current plan is more of the same. Bill Ackman was on Yahoo Finance TV to talk about Pershing Square’s plan to set ADP on the right course. How Bill Ackman’s battle with ADP differs from his other activist campaigns finance.yahoo.com 1

In an evolving industry, ADP must adapt to avoid losing ground to more innovative competitors. We have a plan to improve efficiency, innovation, and customer service to drive strong and stable growth over the longterm for shareholders. Hear more about it in Bill Ackman’s interview on Mad Money with Jim Cramer. Bill Ackman says ADP shareholders are saying ‘yes’ to proxy fight cnbc.com 2 1 Comment

Pershing Square placed the following advertisement on Twitter:

ADP Ascending @ADPascendJng ADP ASCENDING ADP shareholders - #VoteGOLD to improve efficiency, innovation and customer service at $ADP. Follow ADP Ascending VOTE GOLD ADP Ascending adpascending.com 5:37AM- 19 Oct 2017 1 Like

Pershing Square placed the following advertisements on Yahoo:

ADP Ascending Questions for ADP • s Board Shareholders deserve answers to these pressing questions about how the company is going to innovate to stay competitive. ADP Ascending Sponsored

ADP Ascending Our Plan for ADP ADP’s current plan: more of the same. Our plan: improve efficiency, innovation and customer service to drive strong and stable growth. ADP Ascending Sponsored

ADP Ascending Vote Gold to Unlock ADP’s Potential ADP’s current plan: more of the same. Our plan: improve efficiency, innovation and customer service to drive strong and stable growth. ADP Ascending Sponsored

ADP Ascending Ask ADP to Answer Some Simple Questions ADP shareholders deserve answers to pressing questions about how the company is going to address its inefficiencies. ADP Ascending Sponsored

VOTE GOLD TRANSFORM STRENGTEN GROW Sponsored Vote to Transform ADP ADP Shareholders- Your vote in the upcoming election matters! Voting is easy. Follow this guide to ensure a bright future for ADP. ADP Ascending

Pershing Square posted the following material to their Facebook page relating to Automatic Data Processing, Inc. (the “Company”):

ADP Ascending Published by Global Strategy Group [?] · 3 hrs CNBC’s Jim Cramer agrees with us that ADP has an opportunity to innovate and needs to catch up with its competitors. “Two of my favorite companies are ServiceNow and WorKday and they are chipping away at where I thought ADP should be now if it weren’t complacent.” Learn more about how you can help and #VoteGOLD https://adpascending.com/ CNBC’s Jim Cramer on Why Bill Ackman Deserves a Board Seat at ADP YOUTUBECOM

Pershing Square posted the following material to their Twitter page relating to the Company:

ADP Ascending @ADPascending Analysts from Citi, Bernstein, & Baird agree that $ADP has a significant opportunity to innovate Reactions 1 ADP Ascending Read the latest on the reactions to Pershing Square Capital Management’s investment in ADP and nominees for Board of Directors. adpascending.com 7:00AM - 19 Oct 2017 1