Pershing Square Nominates Three to ADP's Board, Easing Demands -- Update

By David Benoit Features Dow Jones Newswires

Pershing Square Capital Management LP said it is nominating its founder William Ackman and two others to the board of Automatic Data Processing Inc., backing off of its previous demand for half the board.

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Friday, ADP took an unusual step by disclosing demands the activist had made privately as the human-resources software company rejected a request from Mr. Ackman to delay the deadline needed to nominate directors.

ADP said Mr. Ackman had asked for five seats on the 10-person board and wanted to replace the company's chief executive, Carlos Rodriguez. The company labeled it an attempt to gain control and defended Mr. Rodriguez's record and its board.

Monday, the fund said along with Mr. Ackman it was nominating Veronica M. Hagen, the 71-year-old former chief executive of materials company Polymer Group Inc. and V. Paul Unruh, 68 years old and a former executive at Bechtel Group, a privately held construction-and-engineering firm.

ADP said it would evaluate the nominees now that it had the names, but reiterated it believes it has a "strong and independent" board.

The stinging Friday release from ADP, sent on the first morning of a vacation ADP knew Mr. Ackman was taking, set the table for a fight over the board. The vote is set to take place at the company's annual meeting, likely in November.

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Though Mr. Ackman is known for aggressive moves and long-winded attempts to convince doubters of his ideas, he has only occasionally run a full-on fight for board seats. In recent years, he has only started proxy fights three times, typically getting board seats through negotiations instead.

When he has had to fight, the campaigns have been publicly heated. He canceled a fight over the board at Allergan Inc. after it agreed to be bought by Actavis PLC in 2014, he won a campaign against Canadian Pacific Railway Ltd. in 2012, and he lost an attempt at Target Corp. in 2009.

Pershing Square said it would hold a presentation on Aug. 17 to detail its thesis.

Write to David Benoit at david.benoit@wsj.com

(END) Dow Jones Newswires

August 07, 2017 17:35 ET (21:35 GMT)