Dayforce OKs Thoma Bravo merger: 126,385,722 For votes cast

Dayforce, Inc. reported that stockholders approved the proposed acquisition by Thoma Bravo at a special meeting held on November 12, 2025.

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.

Insights

M&A analyst

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, or exhibit attachments filed with this report.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

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 executive compensation related to the merger approved for DAY?

Yes. The advisory compensation proposal passed with 125,542,893 For, 17,255,566 Against, and 156,506 Abstain.

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.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 11/12/2025 - 05:02 PM Learn about SEC filing dates

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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

Dayforce, 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

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		DAY		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 5.07 Submission of Matters to a Vote of Security Holders.

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:

For				126,385,722
Against				16,551,731
Abstain				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:

For				125,542,893
Against				17,255,566
Abstain				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.

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.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.		Description of Exhibit
99.1		Press Release, dated November 12, 2025.
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.

	DAYFORCE, INC.
Date:  November 12, 2025	By:	/s/ William E. McDonald
	Name:	William E. McDonald
	Title:	Executive Vice President, Chief Legal and Compliance Officer, and Corporate Secretary