Ceridian HCM Holding Inc. filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Regulation FD Disclosure, Financial Statements and Exhibits
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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On January 31, 2024, Ceridian HCM Holding Inc. (the “Company”) changed its corporate name to Dayforce, Inc. (the “Name Change”) pursuant to a Certificate of Amendment to the Fourth Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”) and a Restated Certificate of Incorporation (the “Restated Certificate of Incorporation”) integrating the Certificate of Amendment. The Certificate of Amendment and Restated Certificate of Incorporation were each filed with the Delaware Secretary of State on January 29, 2024 and became effective on January 31, 2024. The Board of Directors of the Company (the “Board”) approved the Name Change pursuant to Section 242 of the General Corporation Law of the State of Delaware. The Name Change does not affect the rights of the Company’s stockholders.
In connection with the Name Change, effective January 31, 2024, the Board also amended and restated its Third Amended and Restated Bylaws to reflect the Name Change (the “Fourth Amended and Restated Bylaws”). The Fourth Amended and Restated Bylaws also reflect the adoption of a majority voting standard in uncontested director elections, as well as other administrative changes.
As previously announced by the Company on January 22, 2024, effective February 1, 2024, the Company’s common stock will cease trading under the ticker symbol “CDAY” and will begin trading under its new ticker symbol, “DAY” on the New York Stock Exchange and Toronto Stock Exchange.
The foregoing summary of the Certificate of Amendment, Restated Certificate of Incorporation, and Fourth Amended and Restated Bylaws does not purport to be complete and is subject to, and qualified in its entirety by, the full text of each document, copies of which are filed as Exhibit 3.1, Exhibit 3.2, and Exhibit 3.3, respectively, with this Current Report on Form 8-K.
Item 7.01 Regulation FD Disclosure.
On February 1, 2024, the Company issued a press release announcing the Name Change. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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Description of Exhibit |
3.1 |
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3.2 |
Restated Certificate of Incorporation of Dayforce, Inc. (effective as of January 31, 2024). |
3.3 |
Fourth Amended and Restated Bylaws of Dayforce, Inc. (effective as of January 31, 2024). |
99.1 |
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104 |
Cover Page Interactive Data File (the cover page XBRL tags are 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.
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Dayforce, Inc. |
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Date: |
February 1, 2024 |
By: |
/s/ William E. McDonald |
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Name: William E. McDonald |
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Title: Executive Vice President, General Counsel and Corporate Secretary |
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