VOTE THE GOLD PROXY CARDEVERY VOTE MATTERS!

Pershing Square’s Letter to Shareholders

What you’ll receive as a shareholder

You will receive multiple mailings from both Pershing Square and ADP. You may also receive some materials more than once if you own shares in different accounts. The instructions for voting are different, depending on how your shares are held. If you’re a registered shareholder, you’ll receive a GOLD Proxy Card. If you hold ADP shares through a bank or brokerage account, you’ll receive a GOLD Voting Instruction Form.

It is important that you vote every GOLD card you receive. To support Pershing Square’s Nominees for ADP’s Transformation, you need to vote a GOLD Proxy Card or GOLD Voting Instruction Form (VIF) for each and every account holding ADP shares.

How to Vote the Gold Card

How to vote GOLD

To vote for Pershing Square’s Nominees for ADP’s Transformationvote the GOLD Proxy Card or GOLD Voting Instruction Form.

Based on your account holdings, you will receive similar material from ADP that will say “White Proxy Card” or “White Voting Instruction Form.” PLEASE DISCARD ANY MATERIALS YOU RECEIVE FROM ADP.

Questions regarding voting can be directed to:

North American Toll-Free Number: (866) 342-1635
Email: [email protected]

VOTE ONLINE

You will need your GOLD Proxy Card or GOLD Voting Instruction Form to vote online.

Locate the web address on your GOLD Proxy Card (www.fcrvote.com/ADP) or GOLD Voting Instruction Form (www.proxyvote.com).

Locate the unique 12 digit control number located on your GOLD Proxy Card or your unique 16 digit control number located on your GOLD Voting Instruction Form.

Access the designated voting site.
Follow the instructions provided.

VOTE BY PHONE

Locate the 12 digit control number on your GOLD Proxy Card, dial the toll free number given on your GOLD Proxy Card and follow the instructions.

OR

Locate the 16 digit control number on your GOLD Voting Instruction Form, dial the toll-free telephone number given on your GOLD Voting Instruction Form and follow the instructions.

Voting FAQ

Proxy and Voting Information

When Should Shareholders Receive Their Proxy Materials?

Shareholders should start receiving the Proxy Materials, including the GOLD Proxy Card or GOLD Voting Instruction Form, the week of September 25th.


How Do I Vote By Proxy?

You can vote online or by phone. See the “How To Vote” section of this website.


When Is The Cut-Off For Voting My Proxy?

If you hold your shares through a bank or brokerage firm, the voting cut-off for Internet or telephone voting is 11:59 PM on November 6, 2017.  If you hold your shares in registered form (not through a bank or brokerage firm), the voting cut-off for Internet and telephone voting is at 8:30 am on November 7, 2017 (the start of the Annual Meeting).


Is it Too Late To Mail in My Proxy Card, Will It Be Received In Time?

At this late date, mailed proxy cards or Voter Instruction Forms will not arrive in time for the November 7 meeting. You should vote online or by phone.


Why Have I Received More Than One Proxy Card?

You will receive multiple GOLD Proxy Cards or GOLD Voting Instruction Forms for each account that holds shares of ADP.  It is very important to submit a vote for each account in which you hold shares via the GOLD Proxy Cards or GOLD Voting Instruction Forms and discard any white proxy cards or white voting instruction forms you receive from ADP.


Should I Vote Again When I Get Duplicate Mailings?

Yes, you should vote each and every GOLD Proxy Card or GOLD Voting Instruction Form, for every account holding ADP shares.


What Happens if I Voted the White Proxy Card and Then Want to Change my Vote to Vote for Pershing Square’s Nominees for ADP’s Transformation?

Only your latest dated proxy will count. If you previously voted via a white proxy card or white voting instruction form, you can revoke it by subsequently voting a later dated GOLD Proxy Card or GOLD Voting Instruction Form.


I Have Multiple Gold And White Cards. What Should I Do?

Vote each GOLD Proxy Card or GOLD Voting Instruction Form you receive to support Pershing Square’s Nominees for ADP’s Transformation.  You should discard all white cards you receive from ADP.


What Should I Do With The White Proxy Card?

You should discard all white proxy cards or white voting instruction forms you receive from ADP.


How Did Pershing Square Get My Name And Address?

ADP turned over its shareholder lists to Pershing Square as required by state law.


Can A Vote Be Changed Or Revoked After A Proxy Card Is Returned?

Yes, if you previously returned a white card or white voting instruction form, you can revoke it by subsequently voting a later dated and signed GOLD Proxy Card or GOLD Voting Instruction Form. Voting via the white proxy card will revoke any vote you previously made via the GOLD Proxy Card or GOLD Voting Instruction Form. Accordingly, you should not vote any white proxy cards or white voting instruction forms. Only your most recent vote will count at the annual meeting.


Can I Vote In Person At The Annual Meeting Instead Of Voting By Proxy?

Yes. If you hold your shares in registered form (not through a bank or brokerage firm), you can vote by ballot at the annual meeting. If you hold your shares through a bank or brokerage firm, you must obtain a “legal proxy" from your bank or brokerage firm to enable you to vote at the annual meeting. However, we encourage you to vote your GOLD proxy by Internet or telephone prior to the meeting, even if you plan to attend in person.


Will My Control Number Be The Same For All Of My Accounts?

No. You will have a different control number for each account that holds ADP shares.


Will The Control Number Be The Same For ADP’s and Pershing Square’s Materials?

No. Each account that holds ADP shares will have separate control numbers for the proxy materials sent to you by Pershing Square (GOLD proxy card control number) versus  proxy materials sent to you by ADP (white proxy card control number).


Am I a “Registered Shareholder" or a “Beneficial Shareholder"? What’s the difference?

You’re a registered shareholder if you own ADP shares in your own name (not through a bank or brokerage firm). You’re a beneficial shareholder if you own the shares through a bank or brokerage firm. Registered shareholders should vote the GOLD Proxy Card. Beneficial shareholders should vote on the GOLD Voting Instruction Form.


What Should I Do If I’m Not Sure if I Have Received the Right Voting Forms?

You should promptly contact our proxy solicitor, D.F. King & Co., Inc., at (866) 342-1635