SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
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Additional Materials
AUTOMATIC DATA
PROCESSING,
INC.
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(Name of Registrant as Specified In Its Charter)
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AUTOMATIC DATA PROCESSING,
INC.
One ADP Boulevard • Roseland, New Jersey 07068 ___________________________ NOTICE OF 2007 ANNUAL MEETING OF STOCKHOLDERS ___________________________ |
|
The 2007 Annual Meeting of Stockholders of Automatic Data Processing, Inc. will be held at 10:00 a.m., Tuesday, November 13, 2007 at our corporate headquarters, One ADP Boulevard, Roseland, New Jersey, for the following purposes:
| 1. | to elect a board of directors; | ||
| 2. | to ratify the appointment of Deloitte & Touche LLP, an independent registered public accounting firm, to serve as our independent certified public accountants for the fiscal year 2008; and | ||
| 3. | to transact any other business that may properly come prior to the meeting or any adjournment(s) thereof. | ||
Stockholders of record at the close of business on September 14, 2007 are entitled to vote at the meeting. Each stockholder is entitled to one vote for each share of common stock held at that time.
Admission to the meeting is restricted to stockholders and/or their designated representatives. If your shares are registered in your name and you plan to attend the meeting, your admission ticket will be the top portion of the proxy card. If your shares are in the name of your broker or bank or you received your proxy materials electronically, you will need to bring evidence of your stock ownership, such as your most recent brokerage account statement. All stockholders will be required to show valid picture identification. If you do not have valid picture identification and either an admission ticket or proof of your stock ownership, you will not be admitted to the meeting. For security purposes packages and bags will be inspected and you may be required to check these items. Please arrive early enough to allow yourself adequate time to clear security.
| By order of the Board of Directors | |
| JAMES B. BENSON | |
| Secretary | |
| September 26, 2007 | |
| Roseland, New Jersey | |
The presence in person and/or the representation by proxy of the holders of record of a majority of the issued and outstanding shares of stock entitled to vote at the meeting constitutes a quorum. If you do not expect to be present at the meeting, you may vote your shares of stock by phone, via the Internet or by executing and promptly returning the accompanying proxy in the enclosed envelope, which requires no postage if mailed in the United States.
|
PROXY
STATEMENT
SOLICITATION AND REVOCATION OF PROXY |
The board of directors of Automatic Data Processing, Inc. is soliciting proxies for the forthcoming Annual Meeting of Stockholders. Each stockholder has the power to revoke a proxy at any time prior to voting at the meeting by notifying in writing the company’s secretary. The company will bear all expenses in connection with this solicitation. This Proxy Statement and the accompanying proxy are being mailed to stockholders on or about September 26, 2007.
The only outstanding class of securities entitled to vote at the meeting is our common stock, par value $.10 per share. At the close of business on September 14, 2007, the record date for determining stockholders entitled to notice of and to vote at the meeting, we had 527,763,404 issued and outstanding shares of common stock (excluding 110,939,265 treasury shares not entitled to vote). Each outstanding share of common stock is entitled to one vote with respect to each matter to be voted on at the meeting.
The representation in person or by proxy of a majority of the issued and outstanding shares of stock entitled to vote at the meeting constitutes a quorum. Under our Amended and Restated Certificate of Incorporation and By-Laws and under Delaware law, abstentions and “non-votes” are counted as present in determining whether the quorum requirement is satisfied. A non-vote occurs when a nominee holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power for that particular item and has not received instructions from the beneficial owner. The affirmative vote of the holders of a majority of the shares represented in person or by proxy and entitled to vote thereon is required to elect a director, provided that if the number of nominees exceeds the number of directors to be elected (a situation that the company does not anticipate), the directors shall be elected by the vote of a plurality of the shares represented in person or by proxy. The affirmative vote of the holders of a majority of the shares represented in person or by proxy and entitled to vote thereon is required to ratify the appointment of Deloitte & Touche LLP, an independent registered public accounting firm, as the company’s independent certified public accountants. With respect to the election of directors, votes may be cast in favor of all nominees, withheld from all nominees or withheld from specifically identified nominees. Votes that are withheld will have the effect of a negative vote, provided that if the number of nominees exceeds the number of directors to be elected, withheld votes will be excluded entirely and will have no effect on the vote. With respect to the ratification of the appointment of Deloitte & Touche LLP, votes may be cast in favor of or against the proposal, or a stockholder may abstain from voting on the proposal. Abstentions will have the effect of a negative vote. Under applicable Delaware law, a non-vote will have no effect on the outcome of any of the matters referred to in this proxy statement. Under the rules of the New York Stock Exchange, brokers that do not receive voting instructions from their stockholders are entitled to vote on the election of directors and ratification of the appointment of Deloitte & Touche LLP.
Our board of directors has adopted a policy whereby stockholders’ proxies are received by our independent tabulators and the vote is certified by independent inspectors of election. Proxies and ballots identifying the vote of individual stockholders will be kept confidential from our management and directors, except as necessary to meet legal requirements in cases where stockholders request disclosure or in a contested election.
PROPOSAL 1
ELECTION OF DIRECTORS
Our Directors
Properly executed proxies will be voted as marked. Unmarked proxies will be voted in favor of electing the persons named below (each of whom is now a director) as directors to serve until the next Annual Meeting of Stockholders and until their successors are duly elected and qualified. If any nominee is no longer a candidate at the time of the meeting (a situation that we do not anticipate), proxies will be voted in favor of remaining nominees and may be voted for substitute nominees designated by the board of directors.
| Served as a | |||||||
| Director | |||||||
| Continuously | |||||||
| Name | Age | Since | Principal Occupation | ||||
| Gregory D. Brenneman | 45 | 2001 | President and Chief Executive Officer of Quiznos, a national quick-service restaurant chain, and Chairman and Chief Executive Officer of TurnWorks, Inc., a private equity firm(1) | ||||
| Leslie A. Brun | 55 | 2003 | Chairman and Chief Executive Officer of Sarr Group, LLC, a private equity firm(2) | ||||
| Gary C. Butler | 60 | 1996 | President and Chief Executive Officer of Automatic Data Processing, Inc.(3) | ||||
| Leon G. Cooperman | 64 | 1991 | Chairman and Chief Executive Officer of Omega Advisors, Inc., an investment partnership(4) | ||||
| Eric C. Fast | 58 | 2007 | President and Chief Executive Officer of Crane Co.(5) | ||||
| R. Glenn Hubbard | 49 | 2004 | Dean of Columbia University’s Graduate School of Business(6) | ||||
| John P. Jones | 56 | 2005 | Chairman and Chief Executive Officer of Air Products and Chemicals, Inc.(7) | ||||
| Frederic V. Malek | 70 | 1978 | Chairman of Thayer Capital Partners, a merchant banking firm(8) | ||||
| Gregory L. Summe | 50 | 2007 | Chairman and Chief Executive Officer of PerkinElmer, Inc.(9) | ||||
| Henry Taub | 80 | 1961 | Honorary Chairman(10) | ||||
| (1) | Mr. Brenneman has been president and chief executive officer of Quiznos since January 2007 and chairman and chief executive officer of TurnWorks, Inc. since April 2006, from October 2002 to July 2004 and also from May 2001 to June 2002. He was chief executive officer of Burger King Corporation from July 2004 to April 2006. He was president and chief executive officer of PwC Consulting from June 2002 to October 2002. Mr. Brenneman is also a director of The Home Depot, Inc. | |
| (2) | Mr. Brun is chairman and chief executive officer of Sarr Group, LLC. He is the founder and chairman emeritus of Hamilton Lane. From 1991 until 2005 he was the chairman of Hamilton Lane. He is a trustee of Episcopal Academy in Merion, PA and the University of Buffalo Foundation, Inc. Mr. Brun is also a member of the board of Fortune Management, Inc. and Broadridge Financial Solutions, Inc. | |
| (3) | Mr. Butler became president and chief executive officer of the company on August 31, 2006. He was president and chief operating officer of the company from April 1998 to August 31, 2006. He is also a director of Liberty Mutual Holding Company, Inc. and CIT Group Inc. | |
| (4) | Mr. Cooperman has been chairman and chief executive officer of Omega Advisors, Inc. since 1991. | |
| (5) | Mr. Fast has been president and chief executive officer of Crane Co. since April 2001. | |
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| (6) | Mr. Hubbard was named the dean of Columbia University’s Graduate School of Business in 2004 and has been the Russell L. Carson professor of finance and economics since 1994. From February 2001 until March 2003 he was chairman of the U.S. Council of Economic Advisors. He is also a director of Duke Realty Corporation, Information Services Group, Inc., KKR Financial Holdings, LLC, and MetLife, Inc. | |
| (7) | Mr. Jones has been chairman and chief executive officer of Air Products and Chemicals, Inc. since December 2000. He is also a director of Sunoco, Inc. | |
| (8) | Mr. Malek has been chairman of Thayer Capital Partners since 1992. He is also a director of CB Richard Ellis Services, Inc. | |
| (9) | Mr. Summe has been chairman and chief executive officer of PerkinElmer, Inc. since 1999. Mr. Summe is a director of State Street Corporation. | |
| (10) | Mr. Taub has been honorary chairman of our board of directors since 1986. | |
Stockholder Approval Required
At the 2007 Annual Meeting of Stockholders, directors shall be elected by the affirmative vote of the holders of a majority of the shares represented in person or by proxy, provided that if the number of nominees exceeds the number of directors to be elected (a situation we do not anticipate), the directors shall be elected by the vote of a plurality of the shares represented in person or by proxy.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR THE ELECTION OF THE NOMINEES TO THE BOARD OF DIRECTORS.
Corporate Governance
During fiscal year 2007, our board of directors held eleven meetings. All directors attended at least 75%, in the aggregate, of the meetings of the board of directors and the committees of which they were members.
The board of directors’ categorical standards of director independence are consistent with the New York Stock Exchange listing guidelines and are available online at www.adp.com/about_governance.asp. Directors meeting these standards are considered to be “independent.” Messrs. Brenneman, Brun, Cooperman, Fast, Hubbard, Jones, Malek and Summe meet these standards and are, therefore, considered to be independent directors. Messrs. Butler and Taub do not meet these standards and are, therefore, not considered to be independent directors. Based on the foregoing categorical standards, all current members of the audit, compensation and nominating/corporate governance committees are independent.
The table below provides membership and meeting information for each of the committees of the board of directors.
| Nominating/Corporate | ||||||||
| Name | Audit | Co mpensation | G overnance | |||||
| Gregory D. Brenneman | X (financial expert) | X (chairman) | ||||||
| Leslie A. Brun | X | |||||||
| Leon G. Cooperman | X (chairman, financial expert) | X | ||||||
| Eric C. Fast(*) | X (financial expert) | |||||||
| R. Glenn Hubbard | X (financial expert) | X | ||||||
| John P. Jones | X | X (chairman) | ||||||
| Frederic V. Malek | X | X | ||||||
| Gregory L. Summe(*) | X | |||||||
| Meetings held in fiscal 2007 | 6 | 8 | 3 | |||||
| * | Became a director and a committee member on September 10, 2007. |
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Executive sessions
Executive sessions of the non-management directors are held during each board of directors and committee meeting. We have had a procedure by which the presiding director at each executive session of board of directors’ meetings shall change each meeting and shall rotate, consecutively, among the independent chairpersons of the audit, compensation and nominating/corporate governance committees. Upon Arthur F. Weinbach’s retirement, Leslie A. Brun, who will be our new independent non-executive chairman of the board, will preside at each such executive session of the board of directors.
Director Nomination Process
When the board of directors decides to recruit a new member it seeks strong candidates who, ideally, meet all of its categorical standards of director independence, and who are, preferably, senior executives of large companies who have backgrounds directly related to our technologies, markets and/or clients. Additionally candidates should possess the following personal characteristics: (i) business community respect for his or her integrity, ethics, principles, insights and analytical ability; and (ii) ability and initiative to frame insightful questions, speak out and challenge questionable assumptions and disagree without being disagreeable. The nominating/corporate governance committee will not consider candidates who lack the foregoing personal characteristics. The nominating/corporate governance committee will also consider director candidates recommended by the stockholders. Stockholders wishing to recommend nominees for a director position should submit their recommendations in writing to the nominating/corporate governance committee in care of the company’s secretary at our principal executive offices. Candidates recommended by the stockholders will be considered using the same process and evaluation criteria as set forth above for proposed new members recruited by the board of directors.
Retirement Policy
The mandatory retirement age for directors is 72, except as noted below. The nominating/corporate governance committee may annually recommend that the board of directors waive the mandatory retirement age requirement for any director, except persons who first became directors after May 14, 2002. The board of directors waived the mandatory retirement age requirement for Mr. Taub, the company’s founder, based on his contributions to and involvement in the board of directors so that he may be nominated at this Annual Meeting of Stockholders to serve as director for the upcoming year. Each director will automatically retire from the board of directors at the company’s Annual Meeting of Stockholders following the date he or she turns 72. Management directors who are no longer officers of the company are required to resign from the board of directors. However, the chief executive officer, with the board of director’s approval, may continue to serve as a director following the date he or she ceases to be our chief executive officer until the next annual meeting of stockholders and, if re-elected at such meeting, may serve one additional year.
Audit Committee
The audit committee acts under a written charter available online at http://www.adp.com/about_governance_audit. asp. The members of the audit committee satisfy the independence requirements of the New York Stock Exchange. The audit committee’s principal functions are to:
-
assist the board of directors in fulfilling its
oversight responsibilities with respect to
(i)
our systems of internal
controls regarding finance, accounting, legal compliance and ethical behavior,
(ii)
our auditing, accounting and financial reporting processes
generally,
(iii)
our financial statements and other financial
information which we provide to our stockholders, the public and others,
(iv)
our compliance with legal and regulatory requirements, and
(v)
the performance of our corporate audit department and our
independent auditors;
-
appoint, compensate, retain and oversee the work
of any accounting firm preparing and issuing an audit report or performing
other audit, review or attestation services for us (including resolution of
disagreements between management and our independent auditors regarding
financial reporting);
- review in advance and pre-approve all services, including fees and other terms of engagement, to be provided by our independent auditors, as permitted by applicable rules and regulations and the Auditor Independence Policy (which is discussed in further detail below under “Independent Registered Public Accounting Firms’ Fees”);
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-
review and approve disclosures required to be
included in the Securities and Exchange Commission periodic reports filed
under the Securities Exchange Act of 1934, as amended; and
- review the performance of our internal auditors and our independent auditors on at least an annual basis.
Nominating/Corporate Governance Committee
The nominating/corporate governance committee acts under a written charter that may be viewed online at http:// www.adp.com/about_governance_corporate.asp. The members of the nominating/corporate governance committee satisfy the independence requirements of the New York Stock Exchange. The principal functions of the nominating/corporate governance committee are to:
-
develop policies on the size and composition of
the board of directors;
-
identify individuals qualified to become members
of the board of directors and review candidates for board
membership;
-
recommend a slate of nominees to the board of
directors annually;
-
ensure that the audit, compensation and
nominating/corporate governance committees of the board of directors have the
benefit of qualified and experienced independent directors;
-
review and reassess the adequacy of the board of
directors’ corporate governance principles (which are available online at
www.adp.com/about_governance.asp) and recommend changes as appropriate;
and
- advise the full board of directors on corporate governance matters.
Compensation Committee
The compensation committee acts under a written charter available online at http://www.adp.com/about_governance_ compensation.asp. The members of the compensation committee satisfy the independence requirements of the New York Stock Exchange. In addition, each member of the compensation committee is a “Non-Employee Director” as defined in Rule 16b-3 under the Exchange Act and an “outside director” as defined in the regulations under Section 162(m) of the Internal Revenue Code. There were eight meetings of the compensation committee in fiscal year 2007, all of which involved executive sessions with no executives of the company present.
The compensation committee sets and administers our executive compensation program. See “Compensation Discussion and Analysis” below.
The compensation committee is authorized to engage the services of outside advisors, experts and others to assist the committee. For fiscal year 2007, the committee engaged the services of Frederic W. Cook & Co., Inc., an independent compensation consulting firm specializing in executive and director compensation.
Compensation Committee Interlocks and Insider Participation
Messrs. Brenneman, Brun, Hubbard, Jones and Malek are the five independent directors who sit on the compensation committee. No compensation committee member has ever been an officer of the company. During fiscal year 2007 and as of the date of this proxy statement no compensation committee member has been an employee of the company or eligible to participate in our employee compensation programs or plans, other than the 2000 Stock Option Plan under which the non-employee directors receive option grants. None of executive officers of the company have served on the compensation committee or on the board of directors of any entity that employed any of the compensation committee members or directors of the company.
Compensation of Non-Employee Directors
During fiscal year 2007, pursuant to our 2003 Director Stock Plan, all non-employee directors were paid an annual retainer of $65,000 in the form of restricted stock units of our common stock, plus $2,000 in cash for each board of directors meeting attended. In addition, non-employee directors were paid $1,500 in cash for each committee meeting
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attended. Further, the chairperson of the audit committee was paid an additional annual retainer of $10,000 in cash and the chairperson of each of the compensation committee and the nominating/corporate governance committee was paid an additional annual retainer of $5,000 in cash.
During fiscal year 2007, the non-employee directors were entitled to participate in the 2000 Stock Option Plan. Under the 2000 Stock Option Plan, upon initial election to the board of directors, a non-employee director receives a grant of options to purchase 5,000 shares of common stock if such director will attend a regularly scheduled board of directors meeting prior to the next Annual Meeting of Stockholders. Thereafter, a non-employee director receives an annual grant of options to purchase 5,000 shares of common stock. All options are granted at the fair market value of the common stock as determined by the closing price of our common stock on the New York Stock Exchange Composite Tape on the date of the grant. All options granted under this plan have a term of ten years. In November 2006, each non-employee director except for Arthur F. Weinbach was granted options to purchase 5,487 shares of common stock at an exercise price of $44.41 per share (after adjustment of the number of shares granted and the exercise price to reflect the tax-free spinoff of our former Brokerage Services Group business on March 30, 2007). In January 2007, we granted Mr. Weinbach options to purchase 5,487 shares of common stock at an exercise price of $42.94 per share. Twenty percent of the options become exercisable on the first anniversary of the option’s grant date, and twenty percent become exercisable on each successive anniversary date thereafter until all such options become exercisable. Such options vest only while serving in such capacity, unless certain specified events occur, such as death or disability, in which case the options immediately vest and become fully exercisable. In addition, non-employee directors who have been non-employee directors for at least ten years will have all of their options vested upon retirement from the board of directors and will have 36 months to exercise their options. Non-employee directors who served as non-employee directors for less than ten years when they retire or otherwise leave the board will not qualify for accelerated vesting, but will have 60 days to exercise their then vested options. Notwithstanding the foregoing, all options will expire no more than ten years from their date of grant.
Non-employee directors elected after August 13, 1997 are not eligible to receive a pension from the company. A non-employee director attaining the age of 70 (who was a director on August 13, 1997) who retires after 20 years of service will receive an annual pension of $25,000 for the remainder of his or her life. If such non-employee director retires after having attained the age of 65 with 15 years of service, he or she will receive an annual pension of $12,500 for the remainder of his or her life.
The following table shows compensation for our non-employee directors for fiscal year 2007.
DIRECTOR COMPENSATION TABLE FOR FISCAL YEAR 2007
| Change in | ||||||||||||||||||||||||
| Pension | ||||||||||||||||||||||||
| Value and | ||||||||||||||||||||||||
| Nonqualified | ||||||||||||||||||||||||
| Fees Earned | Deferred | All Other | ||||||||||||||||||||||
| or Paid in | Stock | Option | Compensation | Compensation(12) | ||||||||||||||||||||
| Name | Cash(8)($) | Awards(9) ($) | Awards(10) ($) | Earnings(11) ($) | ($) | Total ($) | ||||||||||||||||||
| (a) | (b) | (c) | (d) | (e) | (f) | (g) | ||||||||||||||||||
| Gregory D. Brenneman(1) | $ | 37,500 | $ | 65,000 | $ | 87,484 | $ | 0 | $ | 3,954 | $ | 193,938 | ||||||||||||
| Leslie A. Brun(2) | $ | 33,000 | $ | 65,000 | $ | 96,448 | $ | 0 | $ | 3,954 | $ | 198,402 | ||||||||||||
| Leon G. Cooperman(3) | $ | 40,000 | $ | 65,000 | $ | 97,224 | $ | 7,450 | $ | 3,954 | $ | 213,628 | ||||||||||||
| R. Glenn Hubbard | $ | 21,000 | $ | 65,000 | $ | 60,840 | $ | 0 | $ | 8,336 | $ | 155,176 | ||||||||||||
| John P. Jones | $ | 27,000 | $ | 65,000 | $ | 48,329 | $ | 0 | $ | 2,407 | $ | 142,736 | ||||||||||||
| Ann Dibble Jordan(4) | $ | 26,000 | $ | 65,000 | $ | 96,210 | $ | 5,766 | $ | 3,954 | $ | 196,930 | ||||||||||||
| Harvey M. Krueger(5) | $ | 4,000 | $ | 0 | $ | 0 | $ | 0 | $ | 745 | $ | 4,745 | ||||||||||||
| Frederic V. Malek | $ | 29,500 | $ | 65,000 | $ | 86,480 | $ | 112,396 | $ | 43,954 | $ | 337,330 | ||||||||||||
| Henry Taub(6) | $ | 0 | $ | 0 | $ | 0 | $ | 30,055 | $ | 60,750 | (13) | $ | 90,805 | |||||||||||
| Arthur F. Weinbach(7) | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||||||
| (1) | Chairman of the compensation committee - $5,000 annual retainer included in fees earned. |
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| (2) | Chairman of the nominating/corporate governance committee until August 9, 2007 - $5,000 annual retainer included in fees earned. | |
| (3) | Chairman of the audit committee - $10,000 annual retainer included in fees earned. | |
| (4) | Ms. Jordan retired on August 9, 2007. | |
| (5) | Mr. Krueger retired on August 10, 2006. Mr. Krueger is currently receiving his pension benefit; taking such payments into account, his accrued pension benefit decreased by $7,453. | |
| (6) | Honorary chairman of board of directors since 1986. | |
| (7) | Mr. Weinbach’s compensation is reflected in the Summary Compensation Table. Mr. Weinbach is not standing for re-election at this meeting. | |
| (8) | Messrs. Brun, Cooperman, Hubbard, Jones and Malek elected to have their board and committee fees deferred under a program that permits the directors to defer up to 100% of annual board and committee fees. Annual retainers paid to committee chairmen may not be deferred. A director may specify whether, upon separation from the board, he or she would like to receive the amounts in the deferred account in a lump sum payment or in a series of substantially equal annual payments over a period ranging from two to ten years. | |
| (9) | Represents annual retainer credited in restricted stock units to a director’s annual retainer account. See “2003 Director Stock Plan” below. Amounts set forth in the Stock Awards column represent the dollar amount recognized for financial statement reporting purposes for fiscal year 2007 as computed in accordance with Statement of Financial Accounting Standards No. 123(R). For the methodology of how the SFAS 123R amount is calculated, please see Note 14 to our audited consolidated financial statements for the fiscal year ended June 30, 2007 included in our annual report on Form 10-K for the fiscal year ended June 30, 2007. See “Director Outstanding Restricted Stock Units” table below for the number of outstanding restricted stock units at fiscal year-end and grant date fair value for each director (which information has been adjusted to reflect the spin-off of our former Brokerage Services Group business on March 30, 2007). | |
| (10) | Amounts set forth in the Option Awards column represent the dollar amount recognized for financial statement reporting purposes for fiscal year 2007 as computed in accordance with SFAS 123R, disregarding estimates of forfeitures related to service-based vesting conditions. For the methodology of how SFAS 123R amount is calculated, please see Note 14 to our audited consolidated financial statements for the fiscal year ended June 30, 2007 included in our annual report on Form 10-K for the fiscal year ended June 30, 2007. See “Director Outstanding Options” table below for additional information on option awards outstanding at June 30, 2007 (which information has been adjusted to reflect the spin-off of our former Brokerage Services Group business on March 30, 2007). | |
| (11) | Reflects the aggregate increase in the present value of the pension benefit. Non-employee directors who joined the board after August 13, 1997 are not eligible to receive this benefit. The present value is determined based on a discount rate of 6.25% and GATT-2003 mortality table. | |
| (12) | Reflects payment of dividend equivalents on restricted stock units for each director in the following amounts: Mr. Brenneman, $3,954; Mr. Brun, $3,954; Mr. Cooperman, $3,954; Mr. Hubbard, $3,336; Mr. Jones, $2,407; Ms. Jordan, $3,954; Mr. Krueger, $745; and Mr. Malek, $3,954. Also includes contributions by the ADP Foundation that match the charitable gifts made by our directors in the following amounts: Mr. Hubbard, $5,000 and Mr. Malek, $40,000. The ADP Foundation makes matching charitable contributions in an amount not to exceed $20,000 in a calendar year in respect of any given director’s charitable contributions for that charitable year. Since our fiscal year does not coincide with the calendar year, Mr. Malek’s contributions exceeded $20,000 in fiscal year 2007, but did not exceed $20,000 in any relevant calendar year. | |
| (13) | Reflects a $50,000 salary earned as an employee, and use of a car leased by the company with an aggregate incremental cost to the company of $10,750. | |
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| Director Outstanding Options | |||||||||||||||
| Expiration | Exercise | Grant Date Fair | Outstanding Stock | ||||||||||||
| Name | Grant Date | Date | Price | Market Value | Options | ||||||||||
| Greg D. Brenneman | 8/13/2001 | 8/12/2011 | $ | 44.0566 | $ | 208,239 | 13,718 | ||||||||
| 8/11/2003 | 8/10/2013 | $ | 34.4525 | $ | 164,890 | 13,718 | |||||||||
| 8/11/2003 | 8/10/2013 | $ | 34.4525 | $ | 131,920 | 10,975 | |||||||||
| 11/11/2003 | 11/10/2013 | $ | 35.7419 | $ | 65,625 | 5,487 | |||||||||
| 11/9/2004 | 11/8/2014 | $ | 40.8901 | $ | 67,929 | 5,487 | |||||||||
| 11/8/2005 | 11/7/2015 | $ | 42.3390 | $ | 57,284 | 5,487 | |||||||||
| 11/14/2006 | 11/13/2016 | $ | 44.4119 | $ | 62,826 | 5,487 | |||||||||
| Leslie A. Brun | 1/28/2003 | 1/27/2013 | $ | 31.7189 | $ | 144,313 | 13,718 | ||||||||
| 8/11/2003 | 8/10/2013 | $ | 34.4525 | $ | 164,890 | 13,718 | |||||||||
| 8/11/2003 | 8/10/2013 | $ | 34.4525 | $ | 131,920 | 10,975 | |||||||||
| 11/11/2003 | 11/10/2013 | ||||||||||||||