
NOTICE OF ANNUALMEETING OF STOCKHOLDERSAND PROXY STATEMENTNOTICE OF ANNUALMEETING OF STOCKHOLDERSAND PROXY STATEMENT Annual Report on Form 10-KAnnualReport onForm 10-K A Letter fromour Independent Board ChairA Letter fromour Independent Board Chair Fellow Shareholders,Fellow Shareholders, After closing another successful fiscal year, we want to take a moment to reflect on ADP's many accomplishments infiscal year 2025. The year was marked by continued durable growth, innovation, and a sustained commitment to servingour valued stakeholders, including our shareholders, partners, and clients. We remain steadfast in our pledge to strongcorporate governance practices and active shareholder engagement, while also striving to be a reliable long-term partner toour more than 1.1 million clients. On behalf of your Board of Directors, we thank you for your investment in ADP and thetrust you have placed in us to help continue to drive ADP forward.After closing another successful fiscal year, we want to take a moment to reflect on ADP’s many accomplishments infiscal year 2025. The year was marked by continued durable growth, innovation, and a sustained commitment to servingour valued stakeholders, including our shareholders, partners, and clients. We remain steadfast in our pledge to strongcorporate governance practices and active shareholder engagement, while also striving to be a reliable long-term partner toour more than 1.1 million clients. On behalf of your Board of Directors, we thank you for your investment in ADP and thetrust you have placed in us to help continue to drive ADP forward. Delivering Solid Financial Outcomes in a Dynamic EnvironmentDelivering Solid Financial Outcomes in a Dynamic Environment ADP operates in a large and growing market that is constantly changing as business practices, regulations, and technologiesevolve. Our unwavering focus on our three key strategic priorities — leading with best-in-class HCM technology, providingunmatched expertise and outsourcing solutions, and benefiting our clients with our global scale — continued to contributeto our strong financial outcomes. In fiscal year 2025, we grew revenue by 7% and increased diluted earnings per shareby 10%.ADP operates in a large and growing market that is constantly changing as business practices, regulations, and technologiesevolve. Our unwavering focus on our three key strategic priorities – leading with best-in-class HCM technology, providingunmatched expertise and outsourcing solutions, and benefiting our clients with our global scale – continued to contributeto our strong financial outcomes. In fiscal year 2025, we grew revenue by 7% and increased diluted earnings per shareby 10%. We returned $3.7 billion in capital to shareholders during fiscal year 2025, comprised of$2.4 billion in dividends and $1.3 billion in share repurchases. ADP's Board also increasedthe dividend for the 50th consecutive year. Such sustained growth is a testament to theresilience of our business and our sound capital management policies. Returning capital toour shareholders remains a priority for us.We returned $3.7 billion in capital to shareholders during fiscal year 2025, comprised of$2.4 billion in dividends and $1.3 billion in share repurchases. ADP’s Board also increasedthe dividend for the 50th consecutive year. Such sustained growth is a testament to theresilience of our business and our sound capital management policies. Returning capital toour shareholders remains a priority for us. 50 consecutive yearsof dividend increases50 consecutive yearsof dividend increases Commitment to Strong Corporate GovernanceCommitment to Strong Corporate Governance We remain committed to sound corporate governance practices that provide our shareholders with meaningful rights andfoster strong independent leadership in our boardroom. Our approach is anchored in transparency, accountability, andindependence. This method is evident in how we govern the deployment of Al throughout our business. ADP previouslyinstituted the Al & Data Ethics Council, comprised of both industry leaders and ADP experts, and this council continuesto provide guidance with respect to compliance principles ADP should follow while developing products, systems andapplications that involve Al and data. As we continue to explore the potential that new technologies like generative Al canprovide, we understand the great responsibility we have to approach these innovations in a way that is ethical, secure, andcompliant for our business and the clients and workers we serve around the world.We remain committed to sound corporate governance practices that provide our shareholders with meaningful rights andfoster strong independent leadership in our boardroom. Our approach is anchored in transparency, accountability, andindependence. This method is evident in how we govern the deployment of AI throughout our business. ADP previouslyinstituted the AI & Data Ethics Council, comprised of both indus