Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangement of Certain Officers
On February 8, 2022, the Board of Directors (the "Board") of Ceridian HCM
Holding Inc. (the "Company", or together with its subsidiaries, "Ceridian")
appointed Leagh Turner as co-Chief Executive Officer of the Company effective
February 9, 2022. Ms. Turner will serve as co-Chief Executive Officer and she
will continue to report to David Ossip, Chair and co-Chief Executive Officer of
the Company.
Ms. Turner, 50, has served as President of the Company since August 2018 and
Chief Operating Officer of the Company since February 2020. Prior to joining the
Company, Ms. Turner held the position of global chief operating officer,
strategic customer program of SAP from October 2016 to August 2018. Further, Ms.
Turner has served as a member of the board of directors of Manulife Financial
Corporation ("Manulife") since November 10, 2020, and she serves on Management
Resources and Compensation Committee and Risk Committee of the Manulife board.
In connection with her appointment as co-Chief Executive Officer, Ms. Turner's
base salary was increased from $655,000 to $800,000, and her annual target bonus
was increased from 80% to 100% of her base salary, both effective January 1,
2022. It is anticipated that the annual long-term equity compensation would be
the same for Ms. Turner's and Mr. Ossip's role as co-Chief Executive Officers of
the Company.
In addition, Ceridian Canada Ltd., a wholly owned subsidiary of the Company and
Ms. Turner entered into an amended and restated employment agreement effective
February 9, 2022 (the "Amended and Restated Employment Agreement"). The Amended
and Restated Employment Agreement reflects Ms. Turner's appointment as Co-Chief
Executive Officer, her increased base salary and annual target bonus percentage
of her base salary, her ability to participate in the Company's long-term equity
incentive plan, and an executive coach of her choosing in an amount not to
exceed $30,000. Further, the Amended and Restated Employment Agreement provides
that if her employment is terminated without Cause or for Good Reason (as such
terms are defined in the agreement), she will receive (i) a lump sum cash
payment equal to eighteen months, if the termination occurs on or before
September 4, 2025 or twenty four months, if the termination occurs after
September 4, 2025 of total compensation (base salary plus incentive payment at
target), (ii) executive outplacement services in an amount not to exceed
$10,000, and (iii) continuation of medical, dental, and prescription healthcare
coverage based on her termination date for eighteen months, if the termination
occurs on or before September 4, 2025 or twenty four months, if the termination
occurs after September 4, 2025. In addition, Ms. Turner's employment agreement
provides that if her employment is terminated due to death or Disability (as
such term is defined in her employment agreement), she would receive a pro-rated
portion of the variable incentive plan payment that she would have been entitled
to receive for the fiscal year in which her death or Disability occurs had she
remained continuously employed for the full fiscal year. Ms. Turner's employment
agreement also includes non-compete, non-recruitment and non-disparagement
provisions.
The foregoing summary of the Amended and Restated Employment Agreement does not
purport to be complete and is subject to, and qualified in its entirety by, the
full text of the Amended and Restated Employment Agreement, a copy of which is
attached as Exhibit 10.1 to this Current Report on Form 8-K and is
incorporated herein by reference.
As previously described pursuant to Item 404(a) of Regulation S-K in our
Quarterly Report on Form 10-Q filed on November 3, 2021, Ceridian has an
existing agreement with Manulife. Ms. Turner is a member of the board of
directors of Manulife Financial Corporation. For the period January 1, 2021 to
September 30, 2021, Ceridian paid approximately $1,500,000 to Manulife pursuant
to that agreement.
Further, on February 8, 2022, the Board appointed Ms. Turner as a Class I
director of the Board effective February 9, 2022. As a Class I director, Ms.
Turner's term on the Board will expire at the 2022 annual meeting of
stockholders. As an employee director of the Company, Ms. Turner will not serve
on any Board committee and will not participate in the compensation arrangements
for non-employee directors of the Company.
In connection with the appointment of Ms. Turner to the Board, Ceridian entered
into an indemnification agreement with Ms. Turner in the same form that Ceridian
has entered into with its other directors. The indemnification agreement
provides Ms. Turner with contractual rights to indemnification, expense
advancement and reimbursement, to the fullest extent permitted under Delaware
law, subject to certain exceptions contained in such agreement. A copy of the
form of Indemnification Agreement is filed as Exhibit 10.11 to our Amendment
No. 2 to Registration Statement on Form S-1, as filed with the Securities and
Exchange Commission on April 12, 2018.
A copy of the Press Release issued by the Company in connection with Ms.
Turner's appointment as co-Chief Executive Officer and as a member of the Board
is attached as Exhibit 99.1 to this Current Report on Form 8-K. The
information in the press release attached hereto shall not be deemed "filed" for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") or otherwise subject to the liabilities of that section, nor
shall it be deemed incorporated by reference in any filing under the Securities
Act of 1933, as amended, or the Exchange Act.
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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year
On February 8, 2022, the Board of Directors of the Company amended and restated
the Amended and Restated Bylaws of Ceridian HCM Holding Inc. (the "Second
Amended and Restated Bylaws") to allow for up to two Chief Executive Officers of
the Company.
The foregoing summary and description of the Second Amended and Restated Bylaws
does not purport to be completed and is qualified in its entirety by reference
to the full text of the Second Amended and Restated Bylaws, a copy of which is
filed as Exhibit 3.1 with this Current Report on Form 8-K and is
incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description of Exhibit
3.1 Amended and Restated Bylaws
10.1 Amended and Restated Employment Agreement, effective February 9,
2022, among Ceridian Canada Ltd., Ceridian HCM Holding Inc., and Leagh
E. Turner
99.1 Press Release dated February 9, 2022
104 Cover Page Interactive Data File (the cover page XBRL tags are embedded
within the inline XBRL document).
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