ADP Chairman John Jones Sends Letter to Stockholders

ROSELAND, NJ--(Marketwired - Oct 30, 2017) - ADP (NASDAQ: ADP) today announced that its Chairman of the Board John Jones sent a letter to stockholders urging them to vote on the WHITE proxy card to re-elect all of the Company's 10 highly qualified and experienced directors at ADP's November 7 Annual Meeting of Stockholders.

The letter to stockholders is available here and additional information related to ADP's 2017 Annual Meeting of Stockholders can be found here.

The full text of the letter follows:

Dear Fellow ADP Shareholders, 

As we approach the Annual Meeting on November 7, I wanted to offer my perspective as your independent Chairman on the important decision ADP shareholders face.

On behalf of the entire ADP Board, I want to thank our shareholders for the time you have spent engaging with us during this proxy contest. Your feedback has been important in reinforcing our decision to take Pershing Square's challenge all the way to a vote. We appreciate your ongoing support.

When Pershing Square launched this proxy contest within a week of first contacting ADP, our first reaction, along with many of you, was one of surprise. After all, ADP is a puzzling activist target:

• There is no underperformance -- ADP's Total Shareholder Return exceeds the S&P 500 and comparable Human Capital Management (HCM) peers across all relevant measurement periods.
• There is no lack of shareholder-focused capital return -- ADP has returned $11.3 billion of cash to shareholders through dividends and share repurchases from FY 2011 through FY 2017.
• There are no governance concerns -- we have leading shareholder-friendly corporate governance and compensation practices as well as active shareholder engagement.
• The Board is not stagnant -- we have added four new independent directors with technology and HCM experience since 2014 to create a board with a mix of tenure and fresh perspectives that is purpose-built to oversee ADP's strategy and ongoing technology transformation.

Given ADP's strong track record, Bill Ackman has focused his criticisms primarily on the company's technology capabilities and the need to change its operating model to drive improved performance in the future. We were again surprised as neither he nor his director nominees have relevant experience in operating or transforming a technology-driven services business.