Item 5.07 Submission of Matters to a Vote of Security Holders.
Ceridian HCM Holding Inc. (the "Company" or "Ceridian") held its 2022 Annual
Meeting of Stockholders (the "Annual Meeting") on May 3, 2022. As of the March
4, 2022 record date (the "Record Date"), there were 150,109,435 shares of common
stock of the Company, par value $0.01 per share ("Common Stock"), issued and
outstanding and entitled to vote at the Annual Meeting. In addition, the holder
of the share of special voting preferred stock ("Special Voting Share") was
entitled to cast a number of votes at the Annual Meeting equal to the number of
shares of Common Stock issuable upon exchange of the exchangeable shares of
Ceridian AcquisitionCo ULC (the "Exchangeable Shares") then outstanding as of
the Record Date. As of the Record Date, the Exchangeable Shares outstanding were
exchangeable for 1,956,790 shares of Common Stock.
In total, 150,109,435 shares of Common Stock together with 1,956,790
Exchangeable Shares then represented by the Special Voting Share were
outstanding as of the Record Date, constituting 152,066,225 votes represented by
the outstanding shares of the Common Stock and Exchangeable Shares ("Voting
Stock"). 140,050,599 shares of Voting Stock were represented at the Annual
Meeting (in person or by proxy), constituting approximately 92% of the
outstanding shares entitled to vote and a quorum to conduct business at the
Annual Meeting.
At the Annual Meeting, stockholders of the Company (1) approved the election of
Brent B. Bickett, Ronald F. Clarke, Ganesh B. Rao, and Leagh E. Turner as Class
I directors, each to serve for a term of one year ending at Ceridian's 2023
Annual Meeting of Stockholders; (2) approved the advisory, non-binding vote on
the compensation of Ceridian's named executive officers; and (3) ratified the
appointment of KPMG LLP as Ceridian's independent registered public accounting
firm for the fiscal year ending December 31, 2022.
The final voting results of the Voting Stock are set forth below:
For Withhold/Abstain Broker Non-Votes
Proposal One -
Election of four
Class I directors:
Brent B. Bickett 100,624,599 38,055,000 1,371,000
Ronald F. Clarke 110,470,940 28,208,659 1,371,000
Ganesh B. Rao 136,822,746 1,856,853 1,371,000
Leagh E. Turner 138,448,800 230,799 1,371,000
For Against Withhold/Abstain Broker Non-Votes
Proposal Two - 96,337,967 42,327,122 14,510 1,371,000
Advisory,
non-binding vote
on the
compensation of
Ceridian's named
executive officers
For Against Abstain
Proposal Three - 137,295,705 2,734,340 20,554
Ratification of
the appointment of
KPMG LLP as
Ceridian's
independent
registered public
accounting firm
for the fiscal
year ending
December 31, 2022
Regarding Ceridian's other directors (i) each of David D. Ossip, Andrea S.
Rosen, and Gerald C. Throop continue to serve as a director for a term ending at
Ceridian's 2024 Annual Meeting of Stockholders and (ii) each of Deborah A.
Farrington, Thomas M. Hagerty, and Linda P. Mantia continue to serve as a
director for a term ending at Ceridian's 2023 Annual Meeting of Stockholders.
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