AUTOMATIC DATA PROCESSING INC — fact timeline

AUTOMATIC DATA PROCESSING INC entered into Fifth Supplemental Indenture with U.S. Bank Trust Company, National Association valued at $1,000,000,000 (effective 2026-05-07).

“The Notes were issued on May 7, 2026 pursuant to an Indenture (in substantially the form previously filed with the Registration Statement) by and between the Company and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as trustee (the “Trustee”), as supplemented by a Fifth Supplemental Indenture by and between the Company and the Trustee (attached hereto as Exhibit 4.1 and incorporated herein by reference).”

AUTOMATIC DATA PROCESSING INC entered into Underwriting Agreement with BNP Paribas Securities Corp., BofA Securities, Inc. and J.P. Morgan Securities LLC, as representatives of the underwriters valued at $1,000,000,000 (effective 2026-05-04).

“On May 4, 2026, Automatic Data Processing, Inc. (the “Company”) executed an Underwriting Agreement (attached hereto as Exhibit 1.1 and incorporated herein by reference) with BNP Paribas Securities Corp., BofA Securities, Inc. and J.P. Morgan Securities LLC, as representatives of the underwriters listed in Schedule 1 thereto (collectively, the “Underwriters”), pursuant to which the Company agreed to issue and sell to the Underwriters $1,000,000,000 aggregate principal amount of its 5.000% senior notes due 2036 (the “Notes”).”

AUTOMATIC DATA PROCESSING INC updated its fiscal 2026 guidance (raised).

“Raising full year guidance for revenue, adjusted EBIT Margin, and adjusted diluted EPS growth”

AUTOMATIC DATA PROCESSING INC reported the third quarter ended March 31, 2026 results: revenue $5.9 billion, net income $1.4 billion, EPS $3.38. Guidance raised.

“(EXHIBIT 99) --- EX-99 2 q3fy26exhibit99.htm EXHIBIT 99 Document ADP Reports Third Quarter Fiscal 2026 Results • Revenues increased 7% compared to last year's third quarter to $5.9 billion; 6% organic constant currency • Net earnings increased 9% to $1.4 billion, and adjusted net earnings increased 9% to $1.4 billion • Adjusted EBIT increased 10% to $1.8 billion,”

AUTOMATIC DATA PROCESSING INC incurred credit facility of $2.5 billion with JPMorgan Chase Bank, N.A. (Administrative Agent), Bank of America, N.A., BNP Paribas, Wells Fargo Bank, N.A. and Deutsche Bank Securities Inc. (Syndication Agents) at a floating rate per annum based on a margin over a Term SOFR-based rate for a on maturing June 27, 2030.

“On June 27, 2025, Automatic Data Processing, Inc., a Delaware corporation (the “Company”), entered into a $4.55 billion 364-Day Credit Agreement (the “364-Day Facility”) and a $2.5 billion Five-Year Credit Agreement (the “Five-Year Facility,” and together with the 364-Day Facility, the “New Facilities”) with a group of lenders (the “Lenders”). The Five-Year”

AUTOMATIC DATA PROCESSING INC incurred credit facility of $4.55 billion with JPMorgan Chase Bank, N.A. (Administrative Agent), Bank of America, N.A., BNP Paribas, Wells Fargo Bank, N.A. and Deutsche Bank Securities Inc. (Syndication Agents) at a floating rate per annum based on a margin over a Term SOFR-based rate for a on maturing June 26, 2026.

“On June 27, 2025, Automatic Data Processing, Inc., a Delaware corporation (the “Company”), entered into a $4.55 billion 364-Day Credit Agreement (the “364-Day Facility”)”

Don McGuire departed as Chief Financial Officer at AUTOMATIC DATA PROCESSING INC.

“Mr. Hadley, age 52, will succeed Don McGuire who will be stepping down from this role as of June 30, 2025, and will continue to serve as a corporate officer of the Company during a transition period through September 30, 2025.”

Peter J. Hadley was appointed as Chief Financial Officer at AUTOMATIC DATA PROCESSING INC.

“On April 28, 2025, Peter J. Hadley was appointed Chief Financial Officer (“CFO”) of Automatic Data Processing, Inc. (the “Company”), effective July 1, 2025.”

Joseph DeSilva was appointed as Executive Vice President, North America and Chief of Operations at AUTOMATIC DATA PROCESSING INC.

“Joseph DeSilva, presently President, Global Sales, will become Executive Vice President, North America and Chief of Operations, effective as of January 1, 2025”

John C. Ayala departed as Chief Operating Officer at AUTOMATIC DATA PROCESSING INC.

“John C. Ayala, Chief Operating Officer, will be stepping down from his role at the Company, effective as of January 1, 2025”

Brock Albinson departed as Corporate Controller at AUTOMATIC DATA PROCESSING INC.

“Mr. Lehberger, age 51, will succeed Brock Albinson, who will be stepping down from this role as of June 30, 2024.”

Jonathan Lehberger was appointed as Corporate Controller at AUTOMATIC DATA PROCESSING INC.

“On May 8, 2024, Jonathan Lehberger was appointed Corporate Controller of Automatic Data Processing, Inc. (the “Company”), effective July 1, 2024.”

AUTOMATIC DATA PROCESSING INC reported third quarter ended March 31, 2024 results: revenue $5.3 billion, net income $1.2 billion, EPS $2.88. Guidance reaffirmed.

“(EXHIBIT 99) --- EX-99 2 q3fy24exhibit99.htm EXHIBIT 99 Document ADP Reports Third Quarter Fiscal 2024 Results • Revenues increased 7% compared to last year's third quarter to $5.3 billion; 6% organic constant currency • Net earnings increased 14% to $1.2 billion, and adjusted net earnings increased 13% to $1.2 billion • Adjusted EBIT increased 12% to $1.5 billion,”

AUTOMATIC DATA PROCESSING INC reported second quarter fiscal 2024 results: revenue $4.7 billion, net income $878 million, EPS $2.13.

“ADP Reports Second Quarter Fiscal 2024 Results • Revenues increased 6% compared to last year's second quarter to $4.7 billion; 6% organic constant currency • Net earnings increased 8% to $878 million, and adjusted net earnings increased 8% to $881 million”

Carlos A. Rodriguez changed role as Executive Chair at AUTOMATIC DATA PROCESSING INC.

“succeeding Carlos A. Rodriguez, who has served as Executive Chair since January 1, 2023.”

Thomas J. Lynch was appointed as independent, non-executive Chair of the Board at AUTOMATIC DATA PROCESSING INC.

“the Board appointed Thomas J. Lynch as the independent, non-executive Chair of the Board, effective as of January 31, 2024, succeeding Carlos A. Rodriguez”

AUTOMATIC DATA PROCESSING INC shareholders approved Ratify the Appointment of the Independent Registered Public Accounting Firm at the 2023-11-08 meeting.

“Proposal 4 - Ratify the Appointment of the Independent Registered Public Accounting Firm The proposal to ratify the appointment of Deloitte & Touche LLP to serve as the Company’s independent registered public accounting firm for the fiscal year that began on July 1, 2023 was approved based on the following vote:”

AUTOMATIC DATA PROCESSING INC shareholders approved Advisory Vote on Frequency of Executive Compensation Advisory Vote at the 2023-11-08 meeting.

“Proposal 3 – Advisory Vote on Frequency of Executive Compensation Advisory Vote (“Say When on Pay”) The advisory vote on the frequency of future advisory votes on executive compensation received the following vote, with the “one year” frequency receiving the highest number of votes:”

AUTOMATIC DATA PROCESSING INC shareholders approved Advisory Vote on Company's Executive Compensation at the 2023-11-08 meeting.

“Proposal 2 – Advisory Vote on Company’s Executive Compensation The proposal to approve, on an advisory basis, executive compensation of our Named Executive Officers was approved based upon the following vote:”

AUTOMATIC DATA PROCESSING INC shareholders approved Election of Directors at the 2023-11-08 meeting.

“Proposal 1 – Election of Directors The following nominees were elected to the Company’s Board of Directors for the ensuing year.”

AUTOMATIC DATA PROCESSING INC reported first quarter ended September 30, 2023 results: revenue $4.5 billion, net income $859 million, EPS $2.08. Guidance reaffirmed.

“ADP Reports First Quarter Fiscal 2024 Results • Revenues increased 7% compared to last year's first quarter to $4.5 billion; 7% organic constant currency • Net earnings increased 10% to $859 million, and adjusted net earnings increased 11% to $860 million • Adjusted EBIT increased 7% to $1.1 billion, and adjusted EBIT margin increased 10 basis points to 24.2% • Diluted earnings per share ("EPS") increased 11% to $2.08; adjusted diluted EPS increased 12% to $2.08 • Maintaining fiscal 2024 consolidated outlook for revenue growth of 6% to 7%, adjusted EBIT margin expansion of 60 to 80 basis points, and adjusted diluted EPS growth of 10% to 12%”

AUTOMATIC DATA PROCESSING INC reported Fiscal 2024 outlook results: revenue 6% to 7%, EPS 10% to 12%. Guidance initiated.

“Fiscal 2024 consolidated outlook includes revenue growth of 6% to 7%, adjusted EBIT margin expansion of 60 to 80 basis points, and adjusted diluted EPS growth of 10% to 12%”

AUTOMATIC DATA PROCESSING INC reported fourth quarter ended June 30, 2023 results: revenue $4.5 billion, net income $777 million, EPS $1.87.

“Fourth Quarter and Fiscal 2023 Consolidated Results Compared to last year’s fourth quarter, revenues increased 8% to $4.5 billion and 9% on an organic constant currency basis. Net earnings increased 24% to $777 million, and adjusted net earnings increased 25% to $781 million.”

AUTOMATIC DATA PROCESSING INC reported fourth quarter and fiscal year ended June 30, 2023 results: revenue $18.0 billion, net income $3.4 billion, EPS $8.21.

“Revenues increased 9% to $18.0 billion for the year; 10% organic constant currency”

AUTOMATIC DATA PROCESSING INC incurred credit facility of $2,250,000,000 with a group of lenders at floating rate per annum based on margin over Term SOFR-based rate or a margin ov maturing June 30, 2028 (option to extend by one year on each anniversary).

“On June 30, 2023, Automatic Data Processing, Inc., a Delaware corporation (the “Company”), entered into a $4.25 billion 364-Day Credit Agreement (the “364-Day Facility”) and a $2.25 billion Five-Year Credit Agreement (the “Five-Year Facility,” and together with the 364-Day Facility, the “New Facilities”) with a group of lenders (the “Lenders”).”

AUTOMATIC DATA PROCESSING INC incurred credit facility of $4,250,000,000 with a group of lenders at floating rate per annum based on margin over Term SOFR-based rate or a margin ov maturing June 28, 2024 (option to extend to June 28, 2025).

“On June 30, 2023, Automatic Data Processing, Inc., a Delaware corporation (the “Company”), entered into a $4.25 billion 364-Day Credit Agreement (the “364-Day Facility”) and a $2.25 billion Five-Year Credit Agreement (the “Five-Year Facility,” and together with the 364-Day Facility, the “New Facilities”) with a group of lenders (the “Lenders”).”

AUTOMATIC DATA PROCESSING INC amended Amendment Agreement with the lenders to the Existing Credit Agreement (effective 2023-06-30).

“On June 30, 2023, the Company also entered into an Amendment Agreement (the “Amendment”) to the Company’s existing $3.20 billion Five-Year Credit Agreement, dated June 9, 2021 (the “Existing Credit Agreement,” the facility thereunder, the “Existing Five-Year Facility,” and together with the New Facilities, the “Facilities”), with the lenders to the Existing Credit Agreement.”

AUTOMATIC DATA PROCESSING INC entered into Five-Year Credit Agreement with a group of lenders (the “Lenders”) valued at $2.25 billion (effective 2023-06-30).

“On June 30, 2023, Automatic Data Processing, Inc., a Delaware corporation (the “Company”), entered into a $4.25 billion 364-Day Credit Agreement (the “364-Day Facility”) and a $2.25 billion Five-Year Credit Agreement (the “Five-Year Facility,” and together with the 364-Day Facility, the “New Facilities”) with a group of lenders (the “Lenders”).”

AUTOMATIC DATA PROCESSING INC entered into 364-Day Credit Agreement with a group of lenders (the “Lenders”) valued at $4.25 billion (effective 2023-06-30).

“On June 30, 2023, Automatic Data Processing, Inc., a Delaware corporation (the “Company”), entered into a $4.25 billion 364-Day Credit Agreement (the “364-Day Facility”) and a $2.25 billion Five-Year Credit Agreement (the “Five-Year Facility,” and together with the 364-Day Facility, the “New Facilities”) with a group of lenders (the “Lenders”).”

AUTOMATIC DATA PROCESSING INC reported third quarter ended March 31, 2023 results: revenue $4.9 billion, net income $1.0 billion, EPS $2.51. Guidance raised.

“(EXHIBIT 99) --- EX-99 2 q3fy23exhibit99.htm EXHIBIT 99 Document ADP Reports Third Quarter Fiscal 2023 Results • Revenues increased 9% compared to last year's third quarter to $4.9 billion; 10% organic constant currency • Net earnings increased 12% to $1.0 billion, and adjusted net earnings increased 13% to $1.0 billion • Adjusted EBIT increased 14% to $1.4”

AUTOMATIC DATA PROCESSING INC reported the second quarter ended December 31, 2022 results: revenue $4.4 billion, net income $813 million, EPS $1.95. Guidance reaffirmed.

“ADP Reports Second Quarter Fiscal 2023 Results • Revenues increased 9% compared to last year's second quarter to $4.4 billion; 10% organic constant currency • Net earnings increased 17% to $813 million, and adjusted net earnings increased 17% to $815 million • Adjusted EBIT increased 15% to $1.1 billion, and adjusted EBIT margin increased 120 basis points to 24.3% • Diluted earnings per share ("EPS") increased 18% to $1.95; adjusted diluted EPS increased 19% to $1.96 • Maintaining full year guidance for 8% to 9% revenue growth and 15% to 17% adjusted diluted EPS growth”

Don Weinstein departed as Corporate Vice President, Global Product and Technology at AUTOMATIC DATA PROCESSING INC.

“Don Weinstein, Corporate Vice President, Global Product and Technology, will be stepping down from the Company effective as of March 31, 2023.”

AUTOMATIC DATA PROCESSING INC shareholders approved Approval of an Amendment to the Automatic Data Processing, Inc. Amended and Restated Employees’ Savings-Stock Purchase Plan at the 2022-11-09 meeting.

“Proposal 4 – Approval of an Amendment to the Automatic Data Processing, Inc. Amended and Restated Employees’ Savings-Stock Purchase Plan The proposal to approve an amendment to the Company’s Employees’ Savings-Stock Purchase Plan was approved based upon the following vote: For Against Abstained Broker Non-Votes 322,449,341 1,183,429 644,509 43,835,856”

AUTOMATIC DATA PROCESSING INC shareholders approved Ratify the Appointment of the Independent Registered Public Accounting Firm at the 2022-11-09 meeting.

“Proposal 3 - Ratify the Appointment of the Independent Registered Public Accounting Firm The proposal to ratify the appointment of Deloitte & Touche LLP to serve as the Company’s independent registered public accounting firm for the fiscal year that began on July 1, 2022 was approved based on the following vote: For Against Abstained 349,658,801 17,089,490 1,364,844”

AUTOMATIC DATA PROCESSING INC shareholders approved Advisory Vote on Company's Executive Compensation at the 2022-11-09 meeting.

“Proposal 2 – Advisory Vote on Company’s Executive Compensation The proposal to approve, on an advisory basis, executive compensation of our Named Executive Officers was approved based upon the following vote: For Against Abstained Broker Non-Votes 301,257,796 22,056,458 963,025 43,835,856”

AUTOMATIC DATA PROCESSING INC shareholders approved Election of Directors at the 2022-11-09 meeting.

“Proposal 1 – Election of Directors The following nominees were elected to the Company’s Board of Directors for the ensuing year. The votes cast for each nominee were as follows: Nominee For Against Abstained Broker Non-Votes Peter Bisson 317,955,206 5,979,285 342,788 43,835,856 David V. Goeckeler 322,887,876 1,034,864 354,539 43,835,856 Linnie M. Haynesworth 322,291,988 1,646,593 338,698 43,835,856 John P. Jones 314,987,678 8,910,964 378,637 43,835,856 Francine S. Katsoudas 319,505,209 4,458,587 313,483 43,835,856 Nazzic S. Keene 322,236,177 1,688,139 352,963 43,835,856 Thomas J. Lynch 316,782,855 7,130,126 364,298 43,835,856 Scott F. Powers 317,237,690 6,680,383 359,206 43,835,856 William J. Ready 286,652,298 37,281,484 343,497 43,835,856 Carlos A. Rodriguez 322,327,093 1,581,097 369,089 43,835,856 Sandra S. Wijnberg 293,750,817 30,201,965 324,497 43,835,856”

John P. Jones changed role as independent Lead Director at AUTOMATIC DATA PROCESSING INC.

“John P. Jones, the current Non-Executive Chairman of the Board of Directors, will assume an independent Lead Director role on the Board, also effective January 1, 2023.”

Carlos A. Rodriguez was appointed as Executive Chair of the Board of Directors at AUTOMATIC DATA PROCESSING INC.

“Carlos A. Rodriguez to the position of Executive Chair of the Board of Directors”

Maria Black was elected as Director at AUTOMATIC DATA PROCESSING INC.

“On October 26, 2022, the Company’s Board of Directors also elected Maria Black to the Board of Directors, effective as of January 1, 2023.”

Maria Black was appointed as President and Chief Executive Officer at AUTOMATIC DATA PROCESSING INC.

“On October 26, 2022, Automatic Data Processing, Inc. (the “Company” or “ADP”) announced that the Company’s Board of Directors has appointed Maria Black to the position of President and Chief Executive Officer (“CEO”) and Carlos A. Rodriguez to the position of Executive Chair of the Board of Directors, each effective as of January 1, 2023.”

David Goeckeler was appointed as Director at AUTOMATIC DATA PROCESSING INC.

“The Board of Directors (the "Board") of Automatic Data Processing, Inc. (the "Company") appointed David Goeckeler as a new director of the Company, effective February 14, 2022.”

John Ayala was appointed as Chief Operating Officer at AUTOMATIC DATA PROCESSING INC.

“On December 1, 2021, Automatic Data Processing, Inc. (the “Company” or “ADP”) announced that effective as of January 1, 2022, Maria Black is appointed to the position of President, ADP, and John Ayala is appointed to the position of Chief Operating Officer.”

Maria Black was appointed as President, ADP at AUTOMATIC DATA PROCESSING INC.

“On December 1, 2021, Automatic Data Processing, Inc. (the “Company” or “ADP”) announced that effective as of January 1, 2022, Maria Black is appointed to the position of President, ADP, and John Ayala is appointed to the position of Chief Operating Officer.”

Don McGuire was appointed as Corporate Vice President and Chief Financial Officer at AUTOMATIC DATA PROCESSING INC.

“Effective as of October 1, 2021, the Company has appointed Don McGuire to succeed Ms. Winters to the position of Corporate Vice President and Chief Financial Officer”

Kathleen A. Winters retired as Corporate Vice President and Chief Financial Officer at AUTOMATIC DATA PROCESSING INC.

“notified the Company of her decision to retire from the Company, effective as of September 30, 2021.”