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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Wisely Pay by ADP Combines Global Cash Card and ADP Capabilities to Create Best-in-Class Payment Offering

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Changes in talent demographics, working arrangements and technology are impacting how employees need and want to be paid. To meet these shifts, paycards and digital accounts are increasingly becoming attractive options, allowing employees to access their pay how and when they want. Additionally, employers now have the opportunity to take an active interest in the financial wellbeing of their workers to help them get the most out of their pay.

ADP is continuing its innovation momentum by revolutionizing the way people are paid by introducing Wisely Pay by ADP. Wisely Pay is the next step in ADP's constant evolution to put clients and their workers at the forefront of macro trends shaping the employment landscape, including the growing number of freelance individuals.

"The world of work is changing and our clients look to us as the market leader in payments, to help them better engage with their entire workforce," said Doug Politi, president of Compliance Solutions at ADP. "Wisely Pay is leading the way people get paid in the future as a true bank alternative, with innovative services like instant pay, savings, digital wallet, and other financial management and wellness features that are better aligned with the evolving workforce."

The functionality of digital accounts, including paycards, and ease of access to funds have made them particularly popular among Millennials. According to a recent report commissioned by ADP, almost half of Gen Z (47 percent) and nearly a third of Millennials (31 percent) would turn down a job if they were unable to choose their method of pay. Additionally, this report revealed that 47 percent of Millennials and 66 percent of Gen Z have used a pre-loaded payment card in the last 12 months.

Wisely Pay is the first offering resulting from ADP's acquisition of Global Cash Card and provides the administrative tools and support to enable employers of any size, industry and workforce blend of full-time, part-time and/or freelance workers to enjoy:

  • Advanced technologies: Best-in-class experiences for cardholders and administrators from ADP's in-house digital payments platform, built by Global Cash Card and ADP's award-winning Instant Funding APIs.
  • Pay flexibility: Wisely Pay offers multiple ways to receive, spend, and manage money, including fully electronic options like peer-to-peer transfers, instant pay, and mobile digital wallets by Apple Pay®, Samsung Pay® and Android Pay®.
  • Attracting and retaining talent: The multi-generational workforce places unique demands on employers and Wisely Pay helps satisfy the needs of workers by offering a banking alternative with numerous funding options, easy cash access, broad purchasing capability, ability to avoid paper check fees and modern financial management tools.
  • Peace of mind: With a 50-state electronic pay program, backed by market-leading expertise and experience in the regulatory landscape, employers can rely on ADP Compliance Solutions, advanced data security and single point-of-contact resolution for all employer support or cardholder issues (e.g. fraud prevention, dispute resolution).

The Wisely paycard will first be available to employers who select to offer sponsored accounts for employees in September 2018 in the United States.