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Dayforce, Inc. — Proxy Solicitation & Information Statement 2025
Mar 13, 2025
47575_rns_2025-03-13_c2dbeade-f5fa-4073-bea6-0e36f4a0ccbb.pdf
Proxy Solicitation & Information Statement
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dayforce
DAYFORCE, INC.
2011 DAYFOCES SHAFERED ROAD
MINNEAPOLIS, MN 55425-1640
SCAN TO
VIEW MATERIALS & VOTE
VOTE BY INTERNET
Before The Ideology - has to www.proxyvote.com or was the QR Barcode above
Use the Internet to transmit your voting instructions and for electronic delivery of information. Vote by 11:30p to 22:00p or 22:30p. You must use the VOTE for the information that you need to make. You must use the VOTE for the information that you need to make.
During The Ideology - has to www.virtualshamboldermeeting.com/SiRF2025
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
You may travel more individuals to transmit your voting instructions. Vote by 11:30p to 22:00p or 22:30p. You must use the VOTE for the information that you need to make. You must use the VOTE for the information that you need to make.
VOTE BY MAIL
MAIL 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, 53 Mercedes Way, Edgewood, MI 47313.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
V64321-P25708
KEEP THIS PORTION FOR YOUR RECORDS
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
OFFICER AND RETURN THIS PORTION ONLY
DAYFORCE, INC.
The Board of Directors of Dayforce, Inc. ("Dayforce") recommends you vote FOR the following:
- To elect new directors to hold office until the 2026 Annual Meeting of Stockholders or until their successors are duly elected and qualified, subject to their earlier death, resignation or removal.
| Nominees: | For | Against | Abstain |
|---|---|---|---|
| 1a. Brent Bickett | ☐ | ☐ | ☐ |
| 1b. Ronald Clarke | ☐ | ☐ | ☐ |
| 1c. Deborah Farrington | ☐ | ☐ | ☐ |
| 1d. Thomas Hagerty | ☐ | ☐ | ☐ |
| 1e. Linda Mantia | ☐ | ☐ | ☐ |
| 1f. David Doop | ☐ | ☐ | ☐ |
| 1g. Ganesh Rao | ☐ | ☐ | ☐ |
| 1h. Andrea Rosen | ☐ | ☐ | ☐ |
| 1i. Gerald Throop | ☐ | ☐ | ☐ |
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 [PLEASE SIGN WITHIN BOX] | Date |
|---|---|
| The Board of Directors of Dayforce recommends you vote FOR the following proposals: | For |
| --- | --- |
| 2. To approve, on a non-binding, advisory basis, the compensation of Dayforce's named executive officers commonly known as a "lay on Pay" vote) | ☐ |
| 3. To ratify the appointment of KPMG LLP as Dayforce's independent registered public accounting firm for the fiscal year ending December 31, 2025 | ☐ |
| 4. To approve Dayforce's Amended and Restated Certificate of Incorporation | ☐ |
NOTE: In their discretion, the proxies are authorized to vote on any other business property brought before the annual meeting or any adjournment or postponement of the annual meeting.
Signature (Joint Owners) 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.
V64322-F25708
DAYFORCE, INC.
Annual Meeting of Stockholders
May 2, 2025 10:00 a.m. EDT
This proxy is solicited by the Board of Directors
The undersigned hereby appoints William McDonald and Jeremy Johnson, 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 Dayforce, 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 stockholder(s). If no direction is made, the proxy will be voted in accordance with the recommendations of the Board of Directors on the specified proposals. The proxy is also authorized to vote (or abstain from voting) on any other business which may properly come before the meeting. You may revoke or amend this proxy once submitted by attending the meeting via internet and voting, by submitting an instrument in writing revoking previously submitted voting instructions or by providing voting instructions again using the telephone or internet.
Continued and to be signed on reverse side
SURFACE, INC.
2011 SOUT OLD SWATZINS ROAD
MINNEAPOLIS, MN 55425-1660
SCAN TO
VIEW MATERIALS & VOTE
VOTE BY INTERNET
Before the Ideating – Go to www.proxyvote.com or was the QR Barcode above
Use this Internet to transmit your voting instructions and for electronic delivery of information. Vote by 5:00 p.m. EST on April 28, 2021 for exchangeable shares held directly. Have your proxy card is hand-c Cycles and follow the instructions to cut on your records and to create an electronic voting instructions form.
During The Ideating – Go to www.virtuallyunfoldedmeeting.com/DAV2025
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
You are buy-in-town individuals to transmit your voting instructions. Vote by 5:00 p.m. EST on April 28, 2021 for exchangeable shares held directly. Have your proxy card is hand-c Cycles and then follow the instructions.
VOTE BY MAIL
Mail, 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:
V64323-P25708
1997 THE PORTION FOR YOUR RECORDS
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
DETACH AND RETURN THIS PORTION ONLY
DAYFORCE, INC.
The Board of Directors of Dayforce, Inc. ("Dayforce") recommends you vote FOR the following:
- To elect nine directors to hold office until the 2026 Annual Meeting of Stockholders or until their successors are due except and qualified, subject to their earlier death, resignation or removal
| Nominees: | For | Against | Abstain |
|---|---|---|---|
| 1a. Brent Bickett | ☐ | ☐ | ☐ |
| 1b. Ronald Clarke | ☐ | ☐ | ☐ |
| 1c. Deborah Farrington | ☐ | ☐ | ☐ |
| 1d. Thomas Hagerty | ☐ | ☐ | ☐ |
| 1e. Linda Mantia | ☐ | ☐ | ☐ |
| 1f. David Ossip | ☐ | ☐ | ☐ |
| 1g. Ganesh Rao | ☐ | ☐ | ☐ |
| 1h. Andrea Rosen | ☐ | ☐ | ☐ |
| 1i. Gerald Throop | ☐ | ☐ | ☐ |
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 [PLEASE SIGN WITHIN BOX] | Date |
|---|---|
| The Board of Directors of Dayforce recommends you vote FOR the following proposals: | For |
| --- | --- |
| 2. To approve, on a non-binding, advisory basis, the compensation of Dayforce's named executive officers (community known as a "say on Pay" vote) | ☐ |
| 3. To ratify the appointment of KPMG LLP as Dayforce's independent registered public accounting firm for the fiscal year ending December 31, 2025 | ☐ |
| 4. To approve Dayforce's Amended and Restated Certificate of Incorporation | ☐ |
NOTE: In their discretion, the proxies are authorized to vote on any other business properly brought before the annual meeting or any adjournment or postponement of the annual meeting.
| Signature (Joint Owners) | 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.
V64324-F25708
DAYFORCE, INC.
Annual Meeting of Stockholders
May 2, 2025 10:00 a.m. EDT
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. EDT on April 28, 2025 (the "Voting Deadline").
The undersigned hereby authorizes the Trustee to appoint William McDonald and Jeremy Johnson, 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 William McDonald and Jeremy Johnson, please contact Dayforce, Inc. by emailing [email protected].
This proxy, when properly executed, will be voted in the manner directed herein by the undersigned stockholder(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, 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