Shareholders back Dayforce merger pact; advisory pay also approved
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Dayforce, Inc. reported that stockholders approved the proposed acquisition by Thoma Bravo at a special meeting held on November 12, 2025. The Merger Agreement was adopted with 126,385,722 votes For, 16,551,731 Against, and 17,512 Abstain.
Stockholders also approved, on a non-binding basis, the compensation that may be paid to named executive officers in connection with the transaction, with 125,542,893 For, 17,255,566 Against, and 156,506 Abstain. Because Proposal 1 passed, no adjournment vote was required. The company issued a press release announcing the results, furnished as Exhibit 99.1.
Positive
- None.
Negative
- None.
Insights
Shareholders approved Dayforce’s merger agreement with Thoma Bravo.
Stockholder approval is a key milestone for closing a take‑private transaction. The Merger Agreement received strong support with 126,385,722 votes For versus 16,551,731 Against, indicating broad shareholder alignment with the deal terms disclosed previously.
The advisory vote on executive compensation related to the merger also passed (125,542,893 For), suggesting acceptance of transaction‑linked pay outcomes. The filing lists the results and notes a press release; additional steps, if any, are not detailed in this excerpt.
8-K Event Classification
3 items: 5.07, 8.01, 9.01
3 items
Item 5.07
Submission of Matters to a Vote of Security Holders
Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 8.01
Other Events
Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
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 12, 2025
(Exact name of Registrant as Specified in Its Charter)
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s Telephone Number, Including Area Code: (952 ) 853-8100
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))
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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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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 5.07 |
Submission of Matters to a Vote of Security Holders.
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On November 12, 2025, Dayforce, Inc. (“Dayforce” or the “Company”) held a special meeting of stockholders (the “Special Meeting”) in connection with the
proposed acquisition of the Company by Thoma Bravo, as disclosed in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on September 29, 2025. The following is a summary of the matters voted upon at the
Special Meeting and the voting results for each such matter.
Proposal 1 – The Merger Agreement Proposal. The proposal to adopt the Agreement and Plan of Merger, dated as of August 20, 2025 (the “Merger Agreement”), by and among the
Company, Dawn Bidco, LLC, a Delaware limited liability company (“Parent”), and Dawn Acquisition Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Parent, was approved by the votes set forth below:
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For
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126,385,722 |
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Against
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16,551,731 |
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Abstain
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17,512 |
Proposal 2 – The Advisory Compensation Proposal. The proposal to approve, on an advisory (non-binding) basis, the compensation that may be paid or become payable to the Company’s
named executive officers in connection with the transactions contemplated by the Merger Agreement, was approved by the votes set forth below:
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For
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125,542,893 |
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Against
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17,255,566 |
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Abstain
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156,506 |
Proposal 3 – The Adjournment Proposal. Because there were sufficient votes to approve the Merger Agreement Proposal, no proposal to adjourn the Special Meeting was made.
| Item 8.01 |
Other Events.
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On November 12, 2025, the Company issued a press release announcing the results of the Special Meeting, which is attached as Exhibit 99.1 to this Current
Report on Form 8-K and is incorporated herein by reference.
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Financial Statements and Exhibits.
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Exhibit
No.
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Description of Exhibit
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99.1
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Press Release, dated November 12, 2025.
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document).
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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: November 12, 2025
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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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Executive Vice President, Chief Legal and Compliance Officer, and Corporate Secretary
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FAQ
What did Dayforce (DAY) stockholders approve at the special meeting?
They approved the adoption of the Merger Agreement for the proposed acquisition by Thoma Bravo.
What were the vote totals for approving the Merger Agreement for DAY?
For: 126,385,722; Against: 16,551,731; Abstain: 17,512.
Was an adjournment of the Dayforce special meeting necessary?
No. Because the Merger Agreement was approved, no adjournment proposal was made.
Did Dayforce issue a press release about the voting results?
Yes. A press release dated November 12, 2025 announcing the results was furnished as Exhibit 99.1.