0001725057true00017250572024-04-262024-04-26

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

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. ☐

 

 

Explanatory Note

 

This Amendment No. 1 on Form 8-K/A (“Amendment No. 1”) amends the Current Report on Form 8-K of Dayforce, Inc. (the “Company” or “Dayforce”) filed with the Securities and Exchange Commission on April 26, 2024 (the “Original Filing”) reporting the results of stockholder voting at the Company’s annual meeting held on April 26, 2024. This amendment is solely for the purpose of correcting a typographical error of the “Broker Non-Votes” as described in Item 5.07. Except as expressly stated herein and below, this Amendment No. 1 does not amend or update any other information contained in the Original Filing, which remains unchanged. Accordingly, this Amendment No. 1 should be read in conjunction with the Original Filing.

 

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

 

The results of voting by the Company’s stockholders were reported incorrectly on the Original Filing as the result of a typographical error. The correct voting results for such proposals, as reported by the Company’s independent inspector of election, were as follows, and the Original Filing is amended accordingly:

 

Proposal One: Election of directors

 

 

 

For

 

Against

 

Abstain

 

Broker Non-Votes

Brent B. Bickett

 

143,740,851

 

2,613,402

 

17,999

 

3,756,508

Ronald F. Clarke

 

145,859,423

 

495,529

 

17,300

 

3,756,508

Deborah A. Farrington

 

144,863,351

 

1,499,819

 

9,082

 

3,756,508

Thomas M. Hagerty

 

145,299,483

 

1,054,934

 

17,835

 

3,756,508

Linda P. Mantia

 

145,197,263

 

1,165,326

 

9,663

 

3,756,508

David D. Ossip

 

144,397,055

 

1,769,986

 

205,211

 

3,756,508

Ganesh B. Rao

 

145,071,952

 

1,282,709

 

17,591

 

3,756,508

Andrea S. Rosen

 

145,675,355

 

687,853

 

9,044

 

3,756,508

Gerald C. Throop

 

145,255,332

 

1,107,487

 

9,433

 

3,756,508

 

 

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

 

3,756,508

 

 

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

146,772,968

 

3,337,868

 

17,924

 

The amended numbers have no impact on the outcome of the matters voted upon.

 

 

 

 

 

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:

May 7, 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/A
Amendment Flag true
Amendment Description This Amendment No. 1 on Form 8-K/A (“Amendment No. 1”) amends the Current Report on Form 8-K of Dayforce, Inc. (the “Company” or “Dayforce”) filed with the Securities and Exchange Commission on April 26, 2024 (the “Original Filing”) reporting the results of stockholder voting at the Company’s annual meeting held on April 26, 2024. This amendment is solely for the purpose of correcting a typographical error of the “Broker Non-Votes” as described in Item 5.07. Except as expressly stated herein and below, this Amendment No. 1 does not amend or update any other information contained in the Original Filing, which remains unchanged. Accordingly, this Amendment No. 1 should be read in conjunction with the Original Filing.
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
Dayforce (NYSE:DAY)
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