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): February 5, 2020 (January 31, 2020)
Ceridian HCM Holding Inc.
(Exact name of Registrant as Specified in Its Charter)
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Delaware |
001-38467 |
46-3231686 |
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(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
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3311 East Old Shakopee Road, Minneapolis, MN |
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55425 |
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(Address of Principal Executive Offices) |
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(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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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:
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Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
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Common stock, $0.01 par value |
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CDAY |
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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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Chief Operating Officer of the Company.
On January 31, 2020, the Board of Directors (the “Board”) of Ceridian HCM Holding Inc. (the “Company”) and the Compensation Committee of the Board approved effective February 3, 2020 that (1) Christopher R. Armstrong, Executive Vice President, Chief Operating Officer of the Company will hold the title of Executive Vice President, Chief Customer Officer to more appropriately reflect Mr. Armstrong’s expanded role in the Company; and (2) Leagh E. Turner, President of the Company, will hold both the President and Chief Operating Officer title of the Company to reflect her role as both president and principal operating officer of the Company. In Mr. Armstrong’s new role as Chief Customer Officer, he will report to Ms. Turner and assume responsibility for all aspects of the customer delivery experience at the Company. In her new role as President and Chief Operating Officer, Ms. Turner will be responsible for all Company operational functions.
The title changes for Mr. Armstrong and Mr. Turner were reflected in amendments to their respective employment agreements with subsidiaries of the Company, copies of which are attached as Exhibits 10.1 and 10.2, respectively.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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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.
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CERIDIAN HCM HOLDING INC. |
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By: |
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/s/ William E. McDonald |
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Name: |
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William E. McDonald |
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Title: |
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Senior Vice President, Deputy General Counsel and Corporate Secretary |
Date: February 5, 2020
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Exhibit 10.1
Amendment to Armstrong Employment Agreement
SECOND AMENDMENT TO EMPLOYMENT AGREEMENT
This Second Amendment to Employment Agreement (“Amendment”) is made by and between Ceridian HCM, Inc. (“Ceridian HCM”) and Christopher R. Armstrong (“Executive”).
WHEREAS, Ceridian HCM and Executive are parties to an existing Employment Agreement with an effective date of May 1, 2019, and the further amendment dated November 5, 2019 (the “Employment Agreement”);
WHEREAS, Ceridian HCM and Executive desire to amend the Employment Agreement as reflected herein.
NOW, THEREFORE, the parties agree that effective February 3, 2020, the following amendment will be made a part of the Employment Agreement:
1.Section 2.01 of the Employment Agreement shall be amended by deleting the position title of “Executive Vice President, Chief Operating Officer” and replacing it with “Executive Vice President, Chief Customer Officer”.
2.For the avoidance of doubt, by signing below, the parties acknowledge and agree that the change in the position title as reflected in Section 1 above shall not be deemed a “Good Reason” event as that term is defined in Section 1.13 of the Employment Agreement.
This Amendment will be attached to and be a part of the Employment Agreement between Ceridian HCM and Executive.
Except as set forth herein, the Employment Agreement will remain in full force and effect without modification.
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CERIDIAN HCM, INC. |
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Date: February 1, 2020 |
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By: |
/s/ Leagh Turner |
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Leagh Turner |
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Its: |
President |
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EXECUTIVE: |
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Date: February 2, 2020 |
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/s/ Christopher R. Armstrong |
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Christopher R. Armstrong |
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Exhibit 10.2
Amendment to Turner Employment Agreement
AMENDMENT TO EMPLOYMENT AGREEMENT
This Amendment to Employment Agreement (“Amendment”) is made by and between Ceridian Canada Ltd. (“Ceridian”) and Leagh Turner (“Executive”).
WHEREAS, Ceridian and Executive are parties to an existing Employment Agreement dated August 7, 2018 (the “Employment Agreement”);
WHEREAS, Ceridian and Executive desire to amend the Employment Agreement as reflected herein.
NOW, THEREFORE, the parties agree that effective February 3, 2020, the following amendment will be made a part of the Employment Agreement:
1.Section 2.01 of the Employment Agreement shall be amended by adding to the position title of “President” and replacing it with “President and Chief Operating Officer”.
This Amendment will be attached to and be a part of the Employment Agreement between Ceridian and Executive.
Except as set forth herein, the Employment Agreement will remain in full force and effect without modification.
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CERIDIAN CANADA LTD. |
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Date: February 1, 2020 |
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By: |
/s/ David Ossip |
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David Ossip |
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Its: |
CEO |
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EXECUTIVE: |
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Date: February 1, 2020 |
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/s/ Leagh Turner |
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Leagh Turner |
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