Item 5.07 Submission of Matters to a Vote of Security Holders.
Ceridian HCM Holding Inc. (the "Company" or "Ceridian") held its 2021 Annual
Meeting of Stockholders (the "Annual Meeting") on April 27, 2021. As of the
March 1, 2021 record date (the "Record Date"), there were 146,775,771 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 2,038,993 shares of Common Stock.
In total, 146,775,771 shares of Common Stock together with 2,038,993
Exchangeable Shares then represented by the Special Voting Share were
outstanding as of the Record Date, constituting 148,814,764 votes represented by
the outstanding shares of the Common Stock and Exchangeable Shares ("Voting
Stock"). 136,455,862 shares of Voting Stock were represented at the Annual
Meeting (in person or by proxy), constituting 91.69% 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
David D. Ossip, Andrea S. Rosen, and Gerald C. Throop as Class III directors,
each to serve for a term of three years ending at Ceridian's 2024 Annual Meeting
of Stockholders; (2) approved the de-classification of the board of directors
and the adoption of the Fourth Amended and Restated Certificate of
Incorporation; (3) did not approve the advisory, non-binding vote on the
compensation of Ceridian's named executive officers; and (4) ratified the
appointment of KPMG LLP as Ceridian's registered public accounting firm for the
fiscal year ending December 31, 2021.
The final voting results of the Voting Stock are set forth below:
For Withhold/Abstain Broker Non-Votes
Proposal One -
Election of Three
Class III Directors:
David D. Ossip 132,469,297 2,787,199 1,199,366
Andrea S. Rosen 134,094,765 1,161,731 1,199,366
Gerald C. Throop 99,519,787 35,736,709 1,199,366
For Against Abstain Broker Non-Votes
Proposal Two - 135,238,347 4,384 13,765 1,199,366
Approval of the
Fourth Amended
and Restated
Certificate of
Incorporation
For Against Abstain Broker Non-Votes
Proposal Three - 34,840,829 98,597,372 1,818,295 1,199,366
Advisory Vote on
the Compensation
of Ceridian's
Named Executive
Officers
For Against Abstain
Proposal Four - 133,988,552 2,412,265 55,045
Ratification of
KPMG LLP, as
Ceridian HCM
Holding Inc.'s
independent
registered
public
accounting firm
for the fiscal
year ending
December 31,
2021
Regarding Ceridian's other directors (i) each of Brent B. Bickett, Ronald F.
Clarke, and Ganesh B. Rao continue to serve as a director for a term ending at
Ceridian's 2022 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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