UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 11, 2005
AUTOMATIC DATA PROCESSING, INC.
(Exact name of registrant as specified in its charter)
Delaware 1-5397 22-1467904
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
incorporation) No.)
One ADP Boulevard, Roseland, New Jersey 07068
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (973) 974-5000
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01. Entry into a Material Definitive Agreement
Named Executive Officer Compensation
On August 11, 2005, the Compensation Committee of the Board of Directors
(the "Compensation Committee") of Automatic Data Processing, Inc., a Delaware
corporation (the "Registrant"), approved (i) the annual base salary for fiscal
year 2006 for each of Arthur F. Weinbach, Chairman and Chief Executive Officer,
Gary C. Butler, President and Chief Operating Officer, S. Michael Martone, Group
President (Employer Services), Richard J. Daly, Group President (Brokerage
Services) and John Hogan, Group President (Brokerage Services), who are the
individuals that will be included as the "Named Executive Officers" in the
Registrant's 2005 annual proxy statement (collectively, the "Named Executive
Officers") and (ii) the performance criteria for the payment of cash bonuses for
fiscal year 2006 to the Named Executive Officers, who are all participants in
the Registrant's 2001 Executive Incentive Compensation Plan (the "Incentive
Plan").
Fiscal Year 2006 Base Salaries:
The following table sets forth the annual base salaries for the Named Executive
Officers for fiscal year 2006 (i.e., July 1, 2005 through June 30, 2006).
Mr. Weinbach $880,000
Mr. Butler $745,000
Mr. Martone $543,000
Mr. Daly $454,000
Mr. Hogan $454,000
Please note, however, that the base salaries will become effective in April of
2006 (rather than July 1, 2005). Consequently, the fiscal year 2006 base salary
shown in the table above is a higher amount than the actual salary that will be
earned from July 1, 2005 through June 30, 2006 by each Named Executive Officer.
The actual salary earned for fiscal year 2006 will be reflected in the Summary
Compensation Table in the Registrant's 2006 annual proxy statement.
Fiscal Year 2006 Bonus Targets:
All Named Executive Officers participate in the Incentive Plan for fiscal year
2006. The Incentive Plan contains an annual bonus component designed to provide
participating senior executive officers with incentive compensation based upon
the achievement of pre-established performance goals.
The approved performance criteria include earnings per share growth, revenue
growth, achievement of a return on equity target, net operating income growth,
achievement of sales targets, achievement of client retention targets, product
creation and implementation objectives, the achievement of "Employer of Choice"
objectives, and other corporate compliance, leadership and operational
objectives. Each Named Executive Officer's primary areas of responsibility vary
within the performance criteria and not every Named Executive Officer is
allocated
responsibility for each criteria. Accordingly, the Compensation Committee has
determined the applicability and the weighting of the respective criteria for
each Named Executive Officer.
Achievement of all of the performance objectives applicable to each Named
Executive Officer could result in maximum bonuses under the Incentive Plan in
the following amounts:
Mr. Weinbach $2,640,000
Mr. Butler $970,000
Mr. Martone $652,000
Mr. Daly $422,000
Mr. Hogan $422,000
The bonus for each Named Executive Officer is subject to downward (but not
upward) discretionary adjustments, if any, as determined by the Compensation
Committee. The Compensation Committee will determine whether the performance
objectives were achieved after the end of the Registrant's fiscal year 2006, and
any bonus payments earned will be made early in fiscal year 2007.
Directors Compensation Summary Sheet
On August 11, 2005, the Registrant's Board of Directors approved the
compensation for non-employee directors, which compensation arrangements shall
take effect as of November 8, 2005 and shall remain in effect until changed by
the Board of Directors. The Directors' Compensation summary sheet is filed as
Exhibit 10.20 to this Report on Form 8-K and is incorporated herein by
reference.
Item 5.02. Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers
(b) On August 11, 2005, Mr. Joseph A. Califano, Jr., a director of the
Registrant since 1982, retired from the Registrant's Board of Directors.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in
Fiscal Year.
(a) On August 11, 2005, the Board of Directors of the Registrant adopted an
amendment to the By-laws of the Registrant (the "Amended By-Laws"). A copy of
the Amended By-Laws is filed as Exhibit 3.2 to this Form 8-K and is incorporated
herein by reference. The sole change effected by adoption of the Amended By-Laws
relates to the vote required to elect directors. Such change was effected by
deleting the last sentence of Article II, Section 2.03 and inserting the
following sentence at the end of such section:
"The directors shall be elected by the vote of the majority of the shares
represented in person or by proxy at any meeting for the election of
directors at which a quorum is present, provided that if the number of
nominees exceeds the number of directors to be elected, the directors shall
be elected by the vote of a plurality of the shares represented in person
or by proxy at any such meeting."
The amendment took effect upon adoption by the Board of Directors of the
Registrant.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
The following exhibits are filed as part of this Report on Form 8-K:
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Exhibit Description
Number
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3.2 Amended and Restated By-laws of the Registrant
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10.20 Directors Compensation Summary Sheet
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: August 12, 2005
AUTOMATIC DATA PROCESSING, INC.
By: /s/ Karen E. Dykstra
--------------------------
Name: Karen E. Dykstra
Title: Chief Financial Officer