エドガーで原本を確認する
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): November 1, 2023
Ceridian HCM Holding 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 |
|
CDAY |
|
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
On October 27, 2023, Leagh E. Turner, co-Chief Executive Officer of Ceridian HCM Holding Inc. (the “Company”) notified the Company of her intent to resign as co-Chief Executive Officer and as a member of the Board of Directors of the Company effective on November 10, 2023. Ms. Turner’s decision to resign is not the result of a disagreement with the Company on any matter related to the Company’s operations, policies, or practices. Effective on November 10, 2023, the size of the Company's Board of Directors will be reduced from ten to nine directors and David D. Ossip, Chair of the Board and co-Chief Executive Officer of the Company, will become sole Chief Executive Officer of the Company.
Item 7.01 Regulation FD Disclosure
A copy of the furnished press release of the Company on November 1, 2023 is attached hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. |
|
Description |
|
|
|
99.1 |
|
|
|
|
|
104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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.
|
|
CERIDIAN HCM HOLDING INC. |
||
|
|
|
|
|
|
|
By: |
|
/s/ William E. McDonald |
|
|
Name: |
|
William E. McDonald |
|
|
Title: |
|
Executive Vice President, General Counsel, and Corporate Secretary |
Date: November 1, 2023
Exhibit 99.1
Ceridian Announces Departure of Co-CEO Leagh Turner as David Ossip Continues in Chair and CEO Roles
Ceridian (NYSE: CDAY; TSX: CDAY), a global leader in human capital management (HCM) technology, today announced that Leagh Turner, Co-CEO and member of the Board of Directors, will depart the company on November 10, 2023 to become CEO of Coupa Software. David Ossip will continue to lead the company as Chair and sole CEO.
“I want to thank Leagh for her partnership in pushing the company forward across all facets and further cementing our position as a global HCM leader,” said Ossip. “She leaves us well-positioned to better serve our customers and achieve our ambitions in both the short- and long-term. On behalf of our Executive Operating Committee, Board of Directors, and employees, we wish her the very best as she embarks on this new path.”
“Ceridian is a company that is fully focused on furthering its promise - to make work life better, and I am humbled and honored to have been part of advancing that the last five years,” said Turner. “From the expanded customer and partner community, to the incredible talent, to the powerful innovation delivered - I’m so proud of what we’ve accomplished, underscoring both the readiness of the brand for its next phase of growth and the right time for me to pursue a new challenge. I want to thank David, our employees, partners, and customers for all the joy and success we experienced together.”
Turner joined the company in 2018 as President and Chief Operating Officer and was appointed as Co-CEO in February 2022. In partnership with Ossip, she helped drive key metrics such as: doubling revenue and forging the path to surpass $1.5B by the end of this year, increasing the Dayforce customer base to over 6,300 live customers including some of the biggest organizations in the world, and meaningfully scaling cloud margins. During this time, Ceridian also extended its bench of talented and seasoned executives - forming an Executive Operating Committee - who will report to Ossip and continue to drive the business forward.
The company will address the change and greater financial detail during its third quarter financial results call today at 8:30 a.m. Eastern Time. Ossip and other leaders will also highlight the company’s momentum, including plans to unify under the Dayforce brand, which is expected in early 2024.
About Ceridian
Ceridian. Makes Work Life Better™.
Ceridian HCM Holding Inc. (NYSE: CDAY; TSX: CDAY) is a global human capital management software company. Dayforce, our flagship cloud HCM platform, provides human resources, payroll, benefits, workforce management, and talent management functionality. Our platform is used to optimize management of the entire employee lifecycle, including attracting, engaging, paying, deploying, and developing people. Ceridian has solutions for organizations of all sizes.