AUTOMATIC DATA PROCESSING INC — Proxy Solicitation & Information Statement 2017

Oct 18, 2017

DFAN14A 1 d466891ddfan14a.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):

☒	No fee required.
☐	Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
	1)	Title of each class of securities to which transaction applies:
	2)	Aggregate number of securities to which transaction applies:
	3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing
fee is calculated and state how it was determined):
	4)	Proposed maximum aggregate value of transaction:
	5)	Total fee paid:
☐	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
number, or the Form or Schedule and the date of its filing.
	1)	Amount Previously Paid:
	2)	Form, Schedule or Registration Statement No.:
	3)	Filing Party:
	4)	Date Filed:

Pershing Square Capital Management, L.P. and certain affiliates (“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 [?] 5 hrs As long-term shareholders, we believe in ADP’s future potential. Find out how to support that vision today. How to Vote I ADP Ascending ADP has informed Broadridge that the record date for voting at the 2017 annual meeting is September 8, 2017. Review Gold Card Voting when available. ADPASCENDING.COM

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

ADP Ascending @ADPascending Learn about our nominees for $ADP’s board: Bill Ackman, Veronica Hagen, and V. Paul Unruh The Nominees ADP Ascending Our nominees for the Board of ADP are Bill Ackman, Veronica M. Hagen and v. Paul Unruh who will assist in achieving ADP’s maximum potential. adpascending.com 6:30AM - 18 Oct 2017 2 Retweets 4 Likes 2 4

ADP Ascending @ADPascendmg $ADP is falling behind its competition. @BiiiAckman spoke w/@YahooFinance about plan to set ADP on the right course How Bill Ackman’s battle with ADP differs from his other activist campaigns In his activist campaigns, Pershing Square Capital’s Bill Ackman typically tries to appeal to institutional investors. With ADP, he’ll nave to take a different approach. finance.yahoo.com 10:00 AM • 18 Oct 2017 1

Pershing Square has placed the following advertisements on Twitter:

ADP Ascending @ADPascending Follow Learn about our nominees for $ADP’s board: Bill Ackman, Veronica Hagen, and V. Paul Unruh The Nominees I ADP Ascending Our nominees for the Board of ADP are Bill Ackman, Veronica M. Hagen and V. Paul Unruh who will assist in achieving ADP’s maximum potential. adpascending.com 6:30AM- 18 Oct 2017 2 Retweets 4 Likes 2 4

No Spacing;ADP Ascending ©ADPascend ing Follow Our fourth question for $ADP is out. Check it out and remember to #VoteGOLD to help ADP improve. Your vote is important. Vote the GOLD Proxy Card Today. Question: Competitors like Workday, Ultimate Software and Ceridian’s Dayforce have taken substantial market share at the expense of ADP, despite ADP spending significantly more on R&D. Why doesn’t ADP have a best-in-class product for the Enterprise market? 6:30AM -17 Oct 2017 6 Likes 6

ADP Ascending @ADPascend ing We want to help ADP improve customer service, invest in tech and increase efficiency. Help us and #VoteGOLD today Follow How to Vote GOLD for The Nominees for ADP’s Transform ... youtube.com 9:00AM- 17 Oct 2017 8 Likes 8