EX-1
from DFAN14A
~5
pages
I Enclose With This Letter a New Blue Proxy Card That Reflects This Change. Our Original Green Card Is No Longer Valid. We Urge Each of You to Vote on the New Blue Proxy Card by Internet or Telephone, Which Will Allow You to Vote for the Merger, for Our Three Nominees and for All of the Incumbent Nominees Other Than Ronald T. Lemay, George R. Lewis and Alan F. White. That Means You Will Be Able to Use Our Blue Card by Internet or Telephone, to Effectively Vote for Our Three Nominees as Well as Ceridian’s CEO and President Kathryn V. Marinello, Chairman L. White Matthews, III, and Incumbent Directors Richard Szafranski and William L. Trubeck.* Electing Our Three Nominees Will Not Constitute a Change of Control Under Ceridian’s Compensation Plans and as a Result Will Not Prematurely Vest Any Employee Grants. in Addition, Electing Our Three Nominees Renders Moot the Risks That Ceridian Claims May Be Created if the Incumbent Board Were Replaced in Its Entirety: • the Buyers Will Continue to Work Opposite the Same Team That Negotiated the Transaction (Including Ms. Marinello, Mr. Matthews and the Company’s Legal and Financial Advisors). • Electing Our Three Nominees Will Not Pose a Risk to Consummation of the Merger. According to Institutional Shareholder Services (Iss), Minority Representation Will ‘‘Minimize the Negligible Risk to the Deal While Still Providing the Impetus for Change if the Deal Fails to Close.’’†
12/34/56
