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Dayforce, Inc. Proxy Solicitation & Information Statement 2021

Mar 17, 2021

47575_rns_2021-03-17_82204175-de2b-41f4-ad9f-a697385e556d.pdf

Proxy Solicitation & Information Statement

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VOTE BY INTERNET

Before The Meeting - Go to www.proxyvote.com

CERIDIAN HCM HOLDING INC. 3311 EAST OLD SHAKOPEE ROAD MINNEAPOLIS, MN 55425-1640

Use the Internet to transmit your voting instructions and for electronic delivery of information. Vote by 10:59 p.m. CDT on April 26, 2021 for shares of common stock held directly. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.

During The Meeting - Go to www.virtualshareholdermeeting.com/CDAY2021

You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions.

VOTE BY PHONE - 1-800-690-6903

Use any touch-tone telephone to transmit your voting instructions. Vote by 10:59 p.m. CDT on April 26, 2021 for shares of common stock held directly. Have your proxy card in hand when you call and then follow the instructions.

VOTE BY MAIL

Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:

D32043-P47094

KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY

==> picture [440 x 77] intentionally omitted <==

----- Start of picture text -----

||||||
|---|---|---|---|---|
|THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.|
|CERIDIAN HCM HOLDING INC.|For|Withhold|For All|To withhold authority to vote for any individual|
|All|All|Except|nominee(s), mark "For All Except" and write the|
|The Board of Directors recommends you vote FOR|number(s) of the nominee(s) on the line below.|
|the following:|
|1.|To elect three Class III directors to hold office until the|!|!|!|
|2024 Annual Meeting of Stockholders or until their|
|successors are duly elected and qualified, subject to their|
|earlier death, resignation or removal|

----- End of picture text -----

Nominees:

01) David D. Ossip 02) Andrea S. Rosen 03) Gerald C. Throop

==> picture [548 x 71] intentionally omitted <==

----- Start of picture text -----

||||||
|---|---|---|---|---|
|The Board of Directors recommends you vote FOR the following proposals:|For Against|Abstain|
|2.|To approve the de-classification of the Board and the adoption of the Fourth Amended and Restated Certificate of Incorporation|!|!|!|
|3.|To approve, on a non-binding, advisory basis, the compensation of Ceridian's named executive officers (commonly known as a "Say on Pay" vote)|!|!|!|
|4.|To ratify the appointment of KPMG LLP as Ceridian's independent registered public accounting firm for the fiscal year ending December 31, 2021|!|!|!|

----- End of picture text -----

  1. To ratify the appointment of KPMG LLP as Ceridian's independent registered public accounting firm for the fiscal year ending December 31, 2021

NOTE: Such other business as may properly come before the meeting or any adjournment thereof.

Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.

Signature (Joint Owners) Date

Signature [PLEASE SIGN WITHIN BOX] Date

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com.

D32044-P47094

CERIDIAN HCM HOLDING INC. Annual Meeting of Shareholders April 27, 2021 9:00 AM CDT This proxy is solicited by the Board of Directors

The undersigned hereby appoints Scott A. Kitching and William E. McDonald and each or any of them, as the true and lawful attorney(s) of the undersigned, with full power of substitution and revocation, and authorizes them, and each of them, to vote all the shares of capital stock of Ceridian HCM Holding Inc. which the undersigned is entitled to vote at said meeting and any adjournment thereof upon the matters specified and upon such other matters as may be properly brought before the meeting or any adjournment thereof, conferring authority upon such true and lawful attorney(s) to vote in their discretion on such other matters as may properly come before the meeting.

This proxy, when properly executed, will be voted in the manner directed herein by the undersigned shareholder(s). If no direction is made, the proxy is authorized to vote (or abstain from voting) at his discretion on the specified resolutions. The proxy is also authorized to vote (or abstain from voting) on any other business which may properly come before the meeting.

Continued and to be signed on reverse side

VOTE BY INTERNET

Before The Meeting - Go to www.proxyvote.com

CERIDIAN HCM HOLDING INC. 3311 EAST OLD SHAKOPEE ROAD MINNEAPOLIS, MN 55425-1640

Use the Internet to transmit your voting instructions and for electronic delivery of information. Vote by 5:00 p.m. CDT on April 22, 2021 for exchangeable shares held directly. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.

During The Meeting - Go to www.virtualshareholdermeeting.com/CDAY2021

You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions.

VOTE BY PHONE - 1-800-690-6903

Use any touch-tone telephone to transmit your voting instructions. Vote by 5:00 p.m. CDT on April 22, 2021 for exchangeable shares held directly. Have your proxy card in hand when you call and then follow the instructions.

VOTE BY MAIL

Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:

D32045-P47094

KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY

==> picture [440 x 76] intentionally omitted <==

----- Start of picture text -----

||||||
|---|---|---|---|---|
|THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.|
|CERIDIAN HCM HOLDING INC.|For|Withhold|For All|To withhold authority to vote for any individual|
|All|All|Except|nominee(s), mark "For All Except" and write the|
|The Board of Directors recommends you vote FOR|number(s) of the nominee(s) on the line below.|
|the following:|
|1.|To elect three Class III directors to hold office until the|!|!|!|
|2024 Annual Meeting of Stockholders or until their|
|successors are duly elected and qualified, subject to their|
|earlier death, resignation or removal|

----- End of picture text -----

Nominees:

01) David D. Ossip 02) Andrea S. Rosen 03) Gerald C. Throop

==> picture [548 x 71] intentionally omitted <==

----- Start of picture text -----

||||||
|---|---|---|---|---|
|The Board of Directors recommends you vote FOR the following proposals:|For Against|Abstain|
|2.|To approve the de-classification of the Board and the adoption of the Fourth Amended and Restated Certificate of Incorporation|!|!|!|
|3.|To approve, on a non-binding, advisory basis, the compensation of Ceridian's named executive officers (commonly known as a "Say on Pay" vote)|!|!|!|
|4.|To ratify the appointment of KPMG LLP as Ceridian's independent registered public accounting firm for the fiscal year ending December 31, 2021|!|!|!|

----- End of picture text -----

  1. To ratify the appointment of KPMG LLP as Ceridian's independent registered public accounting firm for the fiscal year ending December 31, 2021

NOTE: Such other business as may properly come before the meeting or any adjournment thereof.

Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.

Signature (Joint Owners) Date

Signature [PLEASE SIGN WITHIN BOX] Date

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:

The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com.

D32046-P47094

CERIDIAN HCM HOLDING INC. Annual Meeting of Shareholders April 27, 2021 9:00 AM CDT This proxy is solicited by the Board of Directors

This Proxy Form is being solicited on behalf of Barbara Ferreri, in her capacity as trustee (the " Trustee ") of the Class A Exchangeable Shares (" Exchangeable Shares ") of Ceridian Acquisition Co. ULC. Votes must be received prior to 5:00 p.m. (Central Daylight Time) on April 22, 2021 (the “Voting Deadline” ).

The undersigned hereby authorizes the Trustee to appoint Scott A. Kitching and William E. McDonald and each or any of them, as the true and lawful attorney(s) of the undersigned, with full power of substitution and revocation, and authorizes the Trustee to designate them, and each of them, to exercise the voting rights associated with all of the Exchangeable Shares which the undersigned or the Trustee is entitled to vote at said meeting and any adjournment thereof upon the matters specified and upon such other matters as may be properly brought before the meeting or any adjournment thereof, conferring authority upon such true and lawful attorney(s) to vote in their discretion on such other matters as may properly come before the meeting.

If you wish to designate someone other than Scott A. Kitching and William E. McDonald, please contact Ceridian HCM Holding Inc. by emailing [email protected].

This proxy, when properly executed, will be voted in the manner directed herein by the undersigned shareholder(s). If no direction is made, the votes to which you are entitled will not be exercised. The Trustee will not be bound to exercise votes received after the Voting Deadline. You may revoke or amend this proxy once submitted by attending the meeting via internet and voting in person, by submitting an instrument in writing revoking previously submitted voting instructions or by providing voting instructions again using the telephone or internet before the Voting Deadline.

Continued and to be signed on reverse side