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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/26/21 Ceridian HCM Holding Inc. 10-K 12/31/20 140:25M ActiveDisclosure/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 2.19M
2: EX-4.3 Instrument Defining the Rights of Security Holders HTML 53K
3: EX-21.1 Subsidiaries List HTML 45K
4: EX-23.1 Consent of Expert or Counsel HTML 39K
5: EX-31.1 Certification -- §302 - SOA'02 HTML 47K
6: EX-31.2 Certification -- §302 - SOA'02 HTML 47K
7: EX-32.1 Certification -- §906 - SOA'02 HTML 41K
8: EX-32.2 Certification -- §906 - SOA'02 HTML 42K
15: R1 Document and Entity Information HTML 103K
16: R2 Consolidated Balance Sheets HTML 134K
17: R3 Consolidated Balance Sheets (Parenthetical) HTML 48K
18: R4 Consolidated Statements of Operations HTML 135K
19: R5 Consolidated Statements of Comprehensive Income HTML 83K
(Loss)
20: R6 Consolidated Statements of Comprehensive Income HTML 40K
(Loss) (Parenthetical)
21: R7 Consolidated Statements of Stockholders' Equity HTML 122K
22: R8 Consolidated Statements of Stockholders' Equity HTML 44K
(Parenthetical)
23: R9 Consolidated Statements of Cash Flows HTML 172K
24: R10 Organization HTML 68K
25: R11 Summary of Significant Accounting Policies HTML 117K
26: R12 Discontinued Operations HTML 57K
27: R13 Business Combinations HTML 77K
28: R14 Fair Value Measurements HTML 109K
29: R15 Customer Trust Funds HTML 287K
30: R16 Trade and Other Receivables, Net HTML 99K
31: R17 Property, Plant, and Equipment, Net HTML 72K
32: R18 Goodwill and Intangible Assets HTML 158K
33: R19 Debt HTML 106K
34: R20 Employee Benefit Plans HTML 524K
35: R21 Share-Based Compensation HTML 351K
36: R22 Revenue HTML 194K
37: R23 Accumulated Other Comprehensive Income (Loss) HTML 129K
38: R24 Income Taxes HTML 319K
39: R25 Leases HTML 220K
40: R26 Commitments and Contingencies HTML 48K
41: R27 Related Party Transactions HTML 93K
42: R28 Capital Stock HTML 45K
43: R29 Net (Loss) Income per Share HTML 161K
44: R30 Subsequent Events HTML 41K
45: R31 Summary of Significant Accounting Policies HTML 173K
(Policies)
46: R32 Organization (Tables) HTML 65K
47: R33 Summary of Significant Accounting Policies HTML 51K
(Tables)
48: R34 Discontinued Operations (Tables) HTML 56K
49: R35 Business Combinations (Tables) HTML 78K
50: R36 Fair Value Measurements (Tables) HTML 102K
51: R37 Customer Trust Funds (Tables) HTML 286K
52: R38 Trade and Other Receivables, Net (Tables) HTML 100K
53: R39 Property, Plant, and Equipment, Net (Tables) HTML 71K
54: R40 Goodwill and Intangible Assets (Tables) HTML 161K
55: R41 Debt (Tables) HTML 97K
56: R42 Employee Benefit Plans (Tables) HTML 517K
57: R43 Share-Based Compensation (Tables) HTML 351K
58: R44 Revenue (Tables) HTML 181K
59: R45 Accumulated Other Comprehensive Income (Loss) HTML 128K
(Tables)
60: R46 Income Taxes (Tables) HTML 319K
61: R47 Leases (Tables) HTML 226K
62: R48 Related Party Transactions (Tables) HTML 86K
63: R49 Net (Loss) Income per Share (Tables) HTML 161K
64: R50 Organization - Additional Information (Detail) HTML 46K
65: R51 Organization - Schedule of Secondary Offerings HTML 47K
(Detail)
66: R52 Organization - Schedule of Secondary Offerings HTML 43K
(Parenthetical) (Detail)
67: R53 Summary of Significant Accounting Policies - HTML 114K
Additional Information (Detail)
68: R54 Summary of Significant Accounting Policies - HTML 53K
Estimated useful life of Property, Plant, and
Equipment, Net (Detail)
69: R55 Summary of Significant Accounting Policies - HTML 52K
Definite lived Intangible Assets Amortization
Expense (Detail)
70: R56 Discontinued Operations - Supplemental Disclosure HTML 65K
of Discontinued Operation (Detail)
71: R57 Business Combinations - Additional Information HTML 57K
(Detail)
72: R58 Business Combinations - Schedule of Major Classes HTML 77K
of Assets and Liabilities Allocated to Purchase
Price (Detail)
73: R59 Fair Value Measurements - Asset and Liability HTML 46K
Measured at Fair Value Measured on Recurring Basis
(Detail)
74: R60 Customer Trust Fund - Additional Information HTML 46K
(Detail)
75: R61 Customer Trust Fund - Investment of Customer Trust HTML 85K
Fund (Detail)
76: R62 Customer Trust Fund - Investment of Customer Trust HTML 42K
Fund (Parenthetical) (Detail)
77: R63 Customer Trust Fund - Gross Unrealized Losses and HTML 51K
Related Fair Value of Investment (Detail)
78: R64 Customer Trust Fund - Amortized Cost and Fair HTML 59K
Value of Investment Security Available for Sale
(Detail)
79: R65 Trade and Other Receivables, Net - Schedule of HTML 53K
Trade and Other Receivables, Net (Detail)
80: R66 Trade and Other Receivables, Net - Activity HTML 46K
Related to Allowance for Doubtful Accounts
(Detail)
81: R67 Property, Plant, and Equipment, Net - Schedule of HTML 56K
Property, Plant, and Equipment, Net (Detail)
82: R68 Property, Plant, and Equipment, Net - Additional HTML 41K
Information (Detail)
83: R69 Goodwill and Intangible Assets - Schedule of HTML 48K
Changes in Goodwill (Detail)
84: R70 Goodwill and Intangible Assets - Schedule of Other HTML 78K
Intangible Asset Net (Detail)
85: R71 Goodwill and Intangible Assets - Additional HTML 41K
Information (Detail)
86: R72 Goodwill and Intangible Assets - Estimated Future HTML 50K
Amortization of Other Intangible Assets (Detail)
87: R73 Goodwill and Intangible Assets - Schedule of Long HTML 47K
Lived Assets by Country (Detail)
88: R74 Debt - Schedule of Debt Obligations (Detail) HTML 56K
89: R75 Debt - Schedule of Debt Obligations HTML 52K
(Parenthetical) (Detail)
90: R76 Debt - Additional Information (Detail) HTML 103K
91: R77 Debt - Schedule of Future Principal Payments and HTML 54K
Maturities of Indebtedness, Excluding Financing
Lease Obligations (Detail)
92: R78 Employee Benefit Plans - Additional Information HTML 114K
(Detail)
93: R79 Employee Benefit Plans - Schedule of Future HTML 52K
Payments to Participants from Defined Benefit
Plans (Detail)
94: R80 Employee Benefit Plans - Schedule of Combined HTML 92K
Funded Status and Net Periodic Pension Cost and
Postretirement Benefit - Pension Benefits (Detail)
95: R81 Employee Benefit Plans - Schedule of Combined HTML 52K
Funded Status and Net Periodic Pension Cost and
Postretirement Benefit - Pension Benefits
(Parenthetical) (Detail)
96: R82 Employee Benefit Plans - Schedule of Other HTML 59K
Comprehensive (Income) Loss Related to Pension
Benefit Plans (Detail)
97: R83 Employee Benefit Plans - Schedule of Other HTML 51K
Comprehensive (Income) Loss Related to
Postretirement Benefit Plans (Detail)
98: R84 Employee Benefit Plans - Components of Net HTML 61K
Periodic Cost for Defined Benefit Pension Plan and
Other Postretirement Benefit Plan (Detail)
99: R85 Employee Benefit Plans - Schedule of fair values HTML 63K
of defined benefit plan's assets (Detail)
100: R86 Employee Benefit Plans - Schedule of Combined HTML 87K
Funded Status and Net Periodic Pension Cost and
Postretirement Benefit - Postretirement Benefits
(Detail)
101: R87 Employee Benefit Plans - Schedule of Combined HTML 53K
Funded Status and Net Periodic Pension Cost and
Postretirement Benefit - Postretirement Benefits
(Parenthetical) (Detail)
102: R88 Employee Benefit Plans - Projected future HTML 56K
postretirement benefit payments and future
receipts from the federal subsidy (Detail)
103: R89 Share-Based Compensation - Additional Information HTML 171K
(Detail)
104: R90 Share-Based Compensation - Summary of HTML 83K
Performance-Based Option Activity (Detail)
105: R91 Share-Based Compensation - Summary of Term-Based HTML 83K
Stock Option Activity (Detail)
106: R92 Share-Based Compensation - Other Information HTML 44K
Pertaining to Term-Based Options (Detail)
107: R93 Share-Based Compensation - Fair Value of Stock HTML 49K
Option Estimated Using Black-Scholes Option
Pricing Model (Detail)
108: R94 Share-Based Compensation - Summary of Restricted HTML 55K
Stock Units Activity (Detail)
109: R95 Share-Based Compensation - Other Information HTML 44K
Pertaining to RSUs (Detail)
110: R96 Share-Based Compensation - Summary of Global HTML 47K
Employee Stock Purchase Plan Activity (Detail)
111: R97 Share-Based Compensation - Summary of Fair Value HTML 53K
of Stock Purchase Rights Granted under the Global
Employee Stock Purchase Plan Estimated Using
Weighted-Average Assumptions (Detail)
112: R98 Revenue - Additional Information (Detail) HTML 71K
113: R99 Revenue - Summary of Disaggregation of Revenue HTML 66K
(Detail)
114: R100 Revenue - Schedule of Revenue by Country (Detail) HTML 51K
115: R101 Revenue - Schedule of Changes in Deferred Revenue HTML 47K
(Detail)
116: R102 Revenue - Additional Information 1 (Detail) HTML 44K
117: R103 Accumulated Other Comprehensive Income (Loss) - HTML 74K
Components of Accumulated Other Comprehensive
Income (Loss) (Detail)
118: R104 Income Taxes - Provision for Income Taxes (Detail) HTML 79K
119: R105 Income Taxes - Reconciliation of U.S. Federal HTML 72K
Statutory Rate (Detail)
120: R106 Income Taxes - Additional Information (Detail) HTML 90K
121: R107 Income Taxes - Components of Deferred Tax Asset HTML 72K
and Liability (Detail)
122: R108 Income Taxes - Unrecognized Tax Benefits (Detail) HTML 48K
123: R109 Leases - Additional Information (Detail) HTML 50K
124: R110 Leases - Supplemental Balance Sheet Information HTML 67K
Related to Leases (Detail)
125: R111 Leases - Components of Lease Expense (Detail) HTML 59K
126: R112 Leases - Components of Lease Expense HTML 44K
(Parenthetical) (Detail)
127: R113 Leases - Supplemental Cash Flow Information HTML 52K
Related to Leases (Detail)
128: R114 Leases - Future Minimum Lease Payments Under HTML 56K
Operating and Financing Leases (Detail)
129: R115 Leases - Future Minimum Lease Payments Under HTML 40K
Operating and Financing Leases (Parenthetical)
(Detail)
130: R116 Leases - Schedule of Weighted Average Remaining HTML 48K
Lease Term and Weighted Average Discount Rate
(Detail)
131: R117 Commitments and Contingencies - Additional HTML 52K
Information (Detail)
132: R118 Related Party Transactions - Additional HTML 70K
Information (Detail)
133: R119 Related Party Transactions - Schedule of Revenue HTML 60K
from Portfolio Companies (Detail)
134: R120 Capital Stock - Additional Information (Detail) HTML 66K
135: R121 Net (Loss) Income per Share - Schedule of HTML 105K
Computations of Basic and Diluted Net (Loss)
Income per Share (Detail)
136: R122 Net (Loss) Income per Share - Schedule of HTML 54K
Potentially Dilutive Shares Excluded from
Calculation of Diluted Net (Loss) Income per Share
(Detail)
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EXHIBIT 4.3
Description of the Registrant’s Securities
Registered Pursuant to Section 12 of the
Securities Exchange Act of 1934
As of December 31, 2020, Ceridian HCM Holding Inc. (the “Company”) had one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): Common Stock.
Description of Common Stock
The following description of the Company’s Common Stock is a summary and does not purport to be complete. It is subject to and qualified in its entirety by reference to the Company’s third amended and restated certificate of incorporation (the “Certificate of Incorporation”) and amended and restated bylaws (the “Bylaws”), each of which are incorporated by reference as an exhibit to the Annual Report on Form 10-K to which this description is also an exhibit.
Authorized Capitalization
The Company’s authorized capital stock consists of (i) 500,000,000 shares of common stock, par value $0.01 per share (the “Common Stock”) and (ii) 10,000,000 shares of preferred stock, par value $0.01 per share.
Voting Rights
Directors are elected by a plurality of the votes entitled to be cast except as set forth below with respect to directors to be elected by the holders of Common Stock. The Company’s stockholders do not have cumulative voting rights. Except as otherwise provided in the Company’s Certificate of Incorporation or as required by law, all matters to be voted on by the Company’s stockholders other than matters relating to the election and removal of directors must be approved by a majority of the shares present in person or by proxy at the meeting and entitled to vote on the subject matter or by a written resolution of the stockholders representing the number of affirmative votes required for such matter at a meeting.
Dividend Rights
Holders of Common Stock share equally in any dividend declared by the Company’s board of directors (the “Board”), subject to the rights of the holders of any outstanding preferred stock.
Liquidation Rights
In the event of any voluntary or involuntary liquidation, dissolution, distribution of assets, or winding up of the Company’s affairs, holders of Common Stock would be entitled to share ratably in the Company’s assets that are legally available for distribution to stockholders after payment of liabilities. If the Company has any preferred stock outstanding at such time, holders of the preferred stock may be entitled to distribution and/or liquidation preferences. In either such case, the Company must pay the applicable distribution to the holders of preferred stock before the Company may pay distributions to the holders of Common Stock.
Other Rights
The Company’s stockholders have no preemptive or other rights to subscribe for additional shares. The Common Stock has no sinking fund or redemption provisions or conversion or exchange rights. All holders of Common Stock are entitled to share equally on a share-for-share basis in any assets available for distribution to holders of the Common Stock upon liquidation, dissolution, or winding up. All outstanding shares are validly issued, fully paid and nonassessable.
Listing
The Common Stock is listed on the New York Stock Exchange (“NYSE”) and the Toronto Stock Exchange (“TSX”) under the symbol “CDAY.” The shares of Common Stock trade in U.S. dollars on the NYSE and in Canadian dollars on the TSX.
Transfer Agent and Registrar
The transfer agent and registrar for the Common Stock is American Stock Transfer & Trust Company, LLC.
Other Information
Registration Rights Agreement
In connection with the Company’s initial public offering (“IPO”), the Company entered into a registration rights agreement with the affiliates and co-investors of Thomas H. Lee Partners, L.P. and Cannae Holdings, Inc. (together with Thomas H. Lee Partners, L.P., the “Sponsors”), David D. Ossip, Alon Ossip, the brother of David D. Ossip, and entities controlled by each of David D. Ossip and Alon Ossip in respect of the shares of Common Stock and exchangeable shares of the Company’s subsidiary, Ceridian AcquisitionCo ULC (the “Exchangeable Shares”) held by such holder immediately following the IPO. This agreement provides these holders (and their permitted transferees) with the right to require the Company, at its expense, to register shares of Common Stock that they hold. The agreement also provides that the Company will pay certain expenses of these electing holders relating to such registrations and indemnify them against certain liabilities that may arise under the Securities Act of 1933, as amended.
Preferred Stock
The Board is authorized to provide for the issuance of preferred stock in one or more series and to fix the preferences, powers, and relative, participating, optional, or other special rights and qualifications, limitations, or restrictions thereof, including the dividend rate, conversion rights, voting rights, redemption rights, and liquidation preference and to fix the number of shares to be included in any such series without any further vote or action by the Company’s stockholders. Any preferred stock so issued may rank senior to the Common Stock with respect to the payment of dividends or amounts upon liquidation, dissolution or winding up, or both. In addition, any such shares of preferred stock may have class or series voting rights. The issuance of preferred stock may have the effect of delaying, deferring, or preventing a change in control of the company without further action by the stockholders and may adversely affect the voting and other rights of the holders of the Common Stock. The Board has not authorized the issuance of any shares of preferred stock, and the Company has no agreements or plans for the issuance of any shares of preferred stock.
The Board has authorized the issuance of one share of special voting preferred stock, par value $0.01 per share (the “Special Voting Share”), in the amended and restated certificate of incorporation. The holder of the Special Voting Share is entitled to vote on all matters that a holder of the Common Stock is entitled to vote on and is generally entitled to cast a number of votes equal to the number of shares of Common Stock issuable upon exchange of the Exchangeable Shares then outstanding. The holder of the Special Voting Share is not entitled to receive dividends.
Anti-takeover Provisions
The Certificate of Incorporation and Bylaws contain provisions that delay, defer, or discourage transactions involving an actual or potential change in control of the Company or change in the Company’s management. The Company expects that these provisions, which are summarized below, will discourage coercive takeover practices or inadequate takeover bids. These provisions are designed to
encourage persons seeking to acquire control of the Company to first negotiate with the Board, which may result in an improvement of the terms of any such acquisition in favor of the Company’s stockholders. However, they also give the Board the power to discourage transactions that some stockholders may favor, including transactions in which stockholders might otherwise receive a premium for their shares or transactions that the Company’s stockholders might otherwise deem to be in their best interests. Accordingly, these provisions could adversely affect the price of the Common Stock.
Classified Board of Directors
The Certificate of Incorporation provides that the Board is be divided into three classes of directors, designated Class I, Class II, and Class III, and that each class contains approximately one-third of the total number of directors serving staggered three-year terms. As a result, approximately one third of the Board is elected each year. This classified board provision prevents a third party who acquires control of a majority of the Company’s outstanding voting stock from obtaining control of the Board until the second annual meeting of stockholders following the date the acquirer obtains the controlling interest.
Removal of Directors
The Certificate of Incorporation provides that any director or the entire Board may be removed from office at any time, only for cause, and only by the vote of the holders of a majority of the shares entitled to vote at an election of directors. “Cause” means, with respect to any director, (x) the willful failure by such director to perform, or the gross negligence of such director in performing, the duties of a director, (y) the engaging by such director in willful or serious misconduct that is injurious to the Company, or (z) the conviction of such director of, or the entering by such director of a plea of nolo contendere to, a crime that constitutes a felony. This provision is likely to make it more difficult for stockholders to change the composition of the Board.
Requirements for Advance Notification of Stockholder Meetings, Nominations, and Proposals
The Bylaws provide that special meetings of the stockholders may be called only upon the request of a majority of the Board or upon the request of the Chief Executive Officer. The Bylaws prohibit the conduct of any business at a special meeting other than as specified in the notice for such meeting. These provisions may have the effect of deferring, delaying, or discouraging hostile takeovers or changes in control or management of the Company.
The Bylaws establish advance notice procedures with respect to stockholder proposals and the nomination of candidates for election as directors, other than nominations made by or at the direction of the Board or a committee of the Board. In order for any matter to be “properly brought” before a meeting, a stockholder must comply with the advance notice requirements of directors, which may be filled only by a vote of a majority of directors then in office, even though less than a quorum, and not by the stockholders. The Bylaws allow the presiding officer at a meeting of the stockholders to adopt rules and regulations for the conduct of meetings, which may have the effect of precluding the conduct of certain business at a meeting if the rules and regulations are not followed. These provisions may also defer, delay, or discourage a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of the Company.
Stockholder Action by Written Consent
The Certificate of Incorporation provides that, at any time when the Sponsors beneficially own, in the aggregate, more than 50% of the voting power of the Company’s stock entitled to vote generally in the election of directors, any action required or permitted to be taken by the stockholders of the Company at any meeting of stockholders may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by stockholders holding not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. At any time when the Sponsors beneficially own, in the aggregate, less than 50% of the voting power of the Company’s stock entitled to vote generally in the election of directors, the
Certificate of Incorporation provides that, subject to the rights of any holders of preferred stock to act by written consent instead of a meeting, stockholder action may be taken only at an annual meeting or special meeting of stockholders and may not be taken by written consent instead of a meeting. Failure to satisfy any of the requirements for a stockholder meeting could delay, prevent, or invalidate stockholder action.
Section 203 of the Delaware General Corporation Law (“DGCL”)
The Certificate of Incorporation provides that the provisions of Section 203 of the DGCL, which relate to business combinations with interested stockholders, do not apply to the Company. Section 203 of the DGCL prohibits a publicly held Delaware corporation from engaging in a business combination transaction with an interested stockholder (a stockholder who owns more than 15% of the Common Stock) for a period of three years after the interested stockholder became such unless the transaction fits within an applicable exemption, such as board approval of the business combination or the transaction that resulted in such stockholder becoming an interested stockholder. These provisions will apply even if the business combination could be considered beneficial by some stockholders. The Certificate of Incorporation contains provisions that have the same effect as Section 203 of the DGCL. Although the Company has elected to opt out of the statute’s provisions, the Company could elect to be subject to Section 203 in the future.
Amendment to Bylaws and Certificate of Incorporation
The Certificate of Incorporation and the Bylaws provide that, subject to the affirmative vote of the holders of any series of preferred stock required by law, the provisions (i) of the Bylaws may be adopted, amended, or repealed if approved by a majority of the Board then in office or approved by holders of the Common Stock and (ii) of the Certificate of Incorporation may be adopted, amended, or repealed as provided by the DGCL.
| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 2/26/21 | 8-K | ||
| For Period end: | 12/31/20 | 4 | ||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/28/22 Ceridian HCM Holding Inc. 10-K 12/31/21 138:25M Donnelley … Solutions/FA 11/03/21 Ceridian HCM Holding Inc. 10-Q 9/30/21 91:15M ActiveDisclosure/FA 8/04/21 Ceridian HCM Holding Inc. 10-Q 6/30/21 92:15M ActiveDisclosure/FA 5/06/21 Ceridian HCM Holding Inc. S-8 5/06/21 3:80K Donnelley … Solutions/FA |