A Dark Vector Cognition product

Item 5. Other Information

1K characters. Original on sec.gov ·

Item 5. Other Information

On April 28, 2023, the Board of Directors (the “Board”) of Automatic Data Processing, Inc. (the “Company”) amended and restated the Company’s By-Laws (as so amended and restated, the “By-Laws”) to:

a.update the advance notice provisions for the nomination of directors to require that proposing stockholders and proposed nominees provide a completed director and stockholder questionnaire and other information that the Company may reasonably request and to update such information promptly if it ceases to be accurate or complete in any material respect;

b.require that any stockholder directly or indirectly soliciting proxies from other stockholders use a proxy card color other than white;

c.clarify that the Delaware General Corporate Law default standard applies for stockholder voting and meeting adjournment procedures;

d.increase the Board quorum requirement from one-third to a majority standard of directors then in office; and

e.make other modernizing and clarifying changes.

The foregoing description of the By-Laws does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the By-Laws, which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

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