Leading Independent Proxy Advisory Firm ISS Recommends ADP Stockholders Vote ADP's White Proxy Card

ROSELAND, NJ--(Marketwired - Oct 25, 2017) - ADP (NASDAQ: ADP) today announced that Institutional Shareholder Services Inc. ("ISS"), a leading independent proxy advisory firm, has recommended that ADP stockholders vote on the WHITE proxy card for ADP's highly qualified and experienced director nominees at ADP's Annual Meeting of Stockholders on November 7, 2017. ISS recommended that ADP stockholders vote to reelect nine of ADP's directors.

As ISS stated in its report: "The company has delivered strong TSR over the long term and has demonstrated good overall governance; notably, the board has appropriately refreshed itself in recent years to address an identified need for greater technology expertise. The company also has taken steps that address certain of the concerns raised by the dissident, such as reducing the number of information technology platforms, shrinking its real estate footprint, de-layering the organization, and adding executive talent from the outside."

"We are pleased to have received the support of ISS, which recognizes that ADP's existing Board has the right balance of leadership and fresh perspectives, and the ideal mix of technology, operational and financial expertise, to oversee our strategy and maintain our strong track record of sustainable stockholder value creation," said John P. Jones, Chairman of the Board. "The support of ISS validates our strong belief that ADP has the right strategy and Board in place to continue delivering value for our clients, employees, stockholders, and the 40 million people globally who rely on our services."

"ISS's independent report makes it clear that under the oversight of our highly qualified Board, ADP is successfully executing on our 'All in on HCM' strategy, and is taking thoughtful and disciplined actions to transform our Company through investments in innovation and R&D that meet our clients' current and future needs," said Carlos Rodriguez, President and Chief Executive Officer of ADP.

In making its recommendation, ISS noted:

•  "Over the longer 10-year period (which encompasses most of the tenures of the three targeted directors), even including a deep recession which reduced employment levels, ADP has delivered strong absolute and relative TSR."
•  "... the dissident case is not sufficiently compelling to justify replacing three directors who have presided over a period of strong long-term TSR and shareholder-friendly corporate governance; moreover, the dissident plan carries some degree of risk."
• "The board appears to have conducted itself properly, appropriately refreshing itself, spinning off or selling non-core business units, and presiding over a prolonged period of solidly increasing revenue, EPS, dividends, and shareholder value."
• "Among the targeted directors, Chairman Jones has presided over ADP's long period of solid fundamental and TSR performance. Incumbent director Hubbard brings expertise on macroeconomics, tax and regulatory policies, and financial markets; those would appear helpful for a company whose business is tied to labor markets and government regulations. Jones and Hubbard, who heads the nominating/governance committee, have overseen an appropriate refreshment of the board, adding directors whose skills and experience fit well with ADP's increased focus on technology."

ISS recommended against voting on the Gold proxy card, specifically noting that: