ADP Comments on Pershing Square Capital Management’s Nomination of Directors

The company comments on Pershing Square Capital Management's nomination of three candidates to its board of directors.

ADP (No. 17 on the DiversityInc Top 50 Companies list) issued the following statement regarding Pershing Square Capital Management’s nomination of three candidates to ADP’s Board of Directors at the 2017 Annual Meeting of Stockholders.

“As we noted last week, ADP is open to constructive input from our shareholders and our Board respects the right of shareholders to nominate directors. Now that Pershing Square has submitted its proposed director candidates, the Nominating/Corporate Governance Committee of the Board will evaluate Mr. Ackman’s nominees as they would any other potential directors to assess their ability to add value on the Board for thebenefit of all ADP shareholders. We have a strong and independent 10-member Board, including four new directors who have joined since 2014, with an appropriate mix of skills, experience and leadership to drive board performance and provide effective oversight. We believe our current Board has the right balance of leadership continuity and fresh perspectives to help ADP continue our strong track record of delivering value to shareholders while successfully executing on our ‘All in on HCM’ strategy and global opportunities for growth.”

“ADP shares have outperformed the S&P 500 for many years, and the Company has generated total shareholder returns in excess of 200% sinceCarlos Rodriguez became CEO nearly six years ago. We believe ADP is well positioned to build on its longstanding track record of successful value creation and growth through its transition to best-in-class cloud-based HCM solutions and other investments in technology and innovation during Mr. Rodriguez’s tenure, while maintaining cost discipline. ADP has also consistently delivered on its commitment to returning capital to shareholders — demonstrated by the return of more than $11 billion in buybacks and dividends over the past five fiscal years and annual dividend increases for the last 42 years.”

“The Board is always open to good ideas regardless of their source and reiterates the invitation it made to Mr. Ackman last week to present his ideas to the full Board on how ‘to improve ADP’s operations, profitability and competitive position.'”

Morgan Stanley & Co. is acting as financial advisor and Paul, Weiss, Rifkind, Wharton & Garrison LLP is acting as legal advisor to ADP.

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