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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 26, 2024

img3530585_0.jpg

Dayforce, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware

001-38467

46-3231686

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

3311 East Old Shakopee Road,

Minneapolis, MN

55425

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code: (952) 853-8100

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common stock, $0.01 par value

DAY

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07 Submission of Matters to a Vote of Security Holders.

 

Dayforce, Inc. (the “Company” or “Dayforce”) held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”) on April 26, 2024. As of the March 4, 2024, record date (the “Record Date”), there were 155,562,427 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 1,953,920 shares of Common Stock.

 

In total, 155,562,427 shares of Common Stock together with 1,953,920 Exchangeable Shares then represented by the Special Voting Share were outstanding as of the Record Date, constituting 157,516,347 votes represented by the outstanding shares of the Common Stock and Exchangeable Shares (the “Voting Stock”). 150,128,760 shares of Voting Stock were represented at the Annual Meeting (in person or by proxy), constituting a majority of the outstanding shares entitled to vote at the Annual Meeting.

 

At the Annual Meeting, stockholders of the Company (1) approved the election of Brent B. Bickett, Ronald F. Clarke, Deborah A. Farrington, Thomas M. Hagerty, Linda P. Mantia, David D. Ossip, Ganesh B. Rao, Andrea S. Rosen, and Gerald C. Throop, each to serve for a term of one year ending at Dayforce’s 2025 Annual Meeting of Stockholders; (2) approved the advisory, non-binding vote on the compensation of Dayforce’s named executive officers; and (3) ratified the appointment of KPMG LLP as Dayforce’s independent registered public accounting firm for the fiscal year ending December 31, 2024.

 

The final voting results of the Voting Stock are set forth below.

 

Proposal One: Election of directors

 

 

 

For

 

Against

 

Abstain

 

Broker Non-Votes

Brent B. Bickett

 

143,740,851

 

2,613,402

 

17,999

 

12,492,499

Ronald F. Clarke

 

145,859,423

 

495,529

 

17,300

 

12,492,499

Deborah A. Farrington

 

144,863,351

 

1,499,819

 

9,082

 

12,492,499

Thomas M. Hagerty

 

145,299,483

 

1,054,934

 

17,835

 

12,492,499

Linda P. Mantia

 

145,197,263

 

1,165,326

 

9,663

 

12,492,499

David D. Ossip

 

144,397,055

 

1,769,986

 

205,211

 

12,492,499

Ganesh B. Rao

 

145,071,952

 

1,282,709

 

17,591

 

12,492,499

Andrea S. Rosen

 

145,675,355

 

687,853

 

9,044

 

12,492,499

Gerald C. Throop

 

145,255,332

 

1,107,487

 

9,433

 

12,492,499

 

 

 

 

Proposal Two: Advisory, non-binding vote on the compensation of Dayforce’s named executive officers

 

For

 

Against

 

Abstain

 

Broker Non-Votes

133,810,643

 

12,542,873

 

18,736

 

12,492,499

 

 

Proposal Three: Ratification of the appointment of KPMG LLP as Dayforce’s independent registered public accounting firm for the fiscal year ending December 31, 2024

 

For

 

Against

 

Abstain

 

Broker Non-Votes

146,772,968

 

3,337,868

 

17,924

 

12,492,499

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dayforce, Inc.

Date:

April 26, 2024

By:

/s/ William E. McDonald

Name: William E. McDonald

Title: Executive Vice President, General Counsel, and Corporate Secretary

v3.24.1.u1
Document and Entity Information
Apr. 26, 2024
Cover [Abstract]  
Document Type 8-K
Amendment Flag false
Document Period End Date Apr. 26, 2024
Entity Registrant Name Dayforce, Inc.
Entity Central Index Key 0001725057
Entity Emerging Growth Company false
Entity File Number 001-38467
Entity Incorporation State Country Code DE
Entity Tax Identification Number 46-3231686
Entity Address, Address Line One 3311 East Old Shakopee Road
Entity Address, City or Town Minneapolis
Entity Address, State or Province MN
Entity Address, Postal Zip Code 55425
City Area Code 952
Local Phone Number 853-8100
Written Communications false
Soliciting Material false
Pre Commencement Tender Offer false
Pre Commencement Issuer Tender Offer false
Security 12b Title Common stock, $0.01 par value
Trading Symbol DAY
Security Exchange Name NYSE
Ceridian HCM (NYSE:CDAY)
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