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ADP rejects hedge fund’s proposed board nominees

August 21, 2017

ADP (NASD: ADP) unanimously voted not to nominate three proposed board candidates from hedge fund Pershing Square Capital for election at the company’s 2017 annual meeting. The provider of PEO, payroll processing and other services made the announcement today.

Pershing Square, led by Bill Ackman, had proposed three new board members, saying the change is needed, alleging ADP’s success has caused it to grow lethargic and that it’s underperforming its potential. Pershing Square held a conference call last week to discuss its position and set up a website to discuss its efforts at https://adpascending.com.

ADP reported its nominating/corporate governance committee met with each of Pershing Square’s nominees, but found that none brought “additive skills or experience to ADP’s board.” Instead, the company plans to nominate its 10 existing directors for re-election.

“The ADP board has been regularly focused on director refreshment and adding important skills and experience to our board,” John Jones, nonexecutive chairman, said in a statement. “However, we have determined that adding Mr. Ackman’s nominees would not be an improvement.”

Jones continued, “ADP’s independent board includes the right balance of leadership continuity and fresh perspectives, as well as technology, operational and financial expertise, to continue our strong track record of shareholder value creation. Unlike Mr. Ackman’s nominees, ADP’s directors have a deep understanding and appreciation of the current state of ADP’s business and its clients, and what it takes to successfully execute on our ‘All in on HCM’ strategy.”

Pershing Square’s nominees were Ackman, as well as Veronica Hagen, a former CEO of Polymer Group Inc., and V. Paul Unruh, director and chairman of the audit committee at Symantec Corp.