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AUTOMATIC DATA PROCESSING INC Proxy Solicitation & Information Statement 2017

Oct 26, 2017

29846_psi_2017-10-26_fca1dc12-3cad-43ff-ad49-008a532efaf9.zip

Proxy Solicitation & Information Statement

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DFAN14A 1 d480861ddfan14a.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)

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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 [?] · 1 min In recommending tnat ADP shareholders vote for ALL THREE of Pershing Square’s nominees for ADP’s board of directors, leading independent proxy advisory firm Glass Lewis highlighted ADP’s ineffective investment in technological innovation and best in class products. Read more from Glass Lewis’s report below: “[W]hile ADP claims that its investmens and initiatives are yielding productivity gains, any such gains appear to have been nominal and muted relative to gains achieved by competitors. This outcome, among others, including the Company’s inability to date to bring to market a competitive product offering in the enterprise segment, support [Pershing Square’s) view that while ADP isn’t underspending in technology and innovation ADP is spending inefficiently and ineffectively.”

ADP Ascending Published by Global Strategy Group [?] · Jus! Now “We believe [Pershing Square’s] nominees would each and collectively bring a fresh independent perspective, new i:deas, recent and practical experience achieving operational efficiencies, implementing a business transformation plan and realizing cost savings, as well as financial expertise and an owner’s mentality to the ADP board.· -Glass Lewis Vote Online Vote By Phone Vote By Mail Vote GOLD to Help ADP Achieve Its Full Potential

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

ADP Ascending @ADPascendmg Independent proxy advisory firm Glass Lewis recommends $ADP shareholders #VoteGOLD for our transformation plan. Proxy Advisory Firm Glass Lewis Recommends AOP Share ... Pershing Square Capital Management, L. P. (·Pershing Square·), announced today that Glass, Lewis & Co., LLC (.Glass Lewis&rdq businesswire.com 6:44 PM- 25 Oct 2017

ADP Ascending @ADPascending Glass Lewis’s independent analysis of $ADP “supports [the view] that ADP has not delivered returns.” #VoteGOLD [1 / 2] 6:38 AM - 26 0ct 2017

ADP Ascending @ADPascending Ind. analysis further “supports [the overall thesis] that $ADP is not performing to its full potential.” #VoteGOLD [2/2] 6:38 AM - 26 Oct 2017

ADP Ascending @ADPascending Independent advisor @Giasslewis recommends that $ADP Investors #VoteGOLD. Get the story from Reuters – Glass Lewis recommends AOP investors vote for Ackman·s ... Bayliss reuters.com 8:30 AM - 26 Oct 2017

ADP Ascending @ADPascending .@GiassLewis backs ALL of the #VoteGOLD nominees for ADP’s board. Read more in @The Street: Ackman Gets Boost In ADP Battle lnftuential shareholder advisory firm supports all of the activist investor’s director candidates in a proxy war set to conclude on Nov. 7. thestreet.com. 11:00 AM- 26 Oct 2017