SEC Filing: Ackman Preferred ADP Board Expansion To Proxy Fight

Aug 28 2017 | 11:40pm ET

Pershing Square’s Bill Ackman offered to call off a looming proxy battle with payroll processing giant Automatic Data Processing, according to a regulatory filing Monday, if his nominees were added to the company’s board of directors.

In a revised proxy filing with the SEC, Ackman offered to drop his efforts to replace three current board members with Pershing Square’s nominees if ADP would expand its 10-seat board by three and add his picks, the filing shows. 

The activist hedge fund unveiled an 8.3% stake in ADP in early August and has been heading headlong towards a proxy battle ever since, replete with a 3 1/2 hour Pershing Square presentation on ADP’s perceived ills and a CNBC interview in which ADP CEO Carlos Rodriguez said Ackman reminded him of “spoiled brat”. 

The SEC filing shows Ackman had a August 17 phone call with members of ADP’s Nominating/Governance committee about the proposal shortly after the conclusion of the marathon presentation, which was apparently not immediately rebuffed although ADP’s full 10-person board voted unanimously on August 21 to reject all three of Pershing Square’s nominees – one of which is Ackman himself. 

The two sides are scheduled to meet on September 5. ADP’s annual meeting is traditionally held in early November. 

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