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CERIDIAN STOCKHOLDERS VOTE TO REPEAL STOCKHOLDER RIGHTS PLAN; CEO PERLMAN DISCUSSES RECENT CORPORATE GOVERNANCE ACTIONS

 MINNEAPOLIS, May 12 /PRNewswire/ -- At Ceridian Corporation's (NYSE: CEN) annual meeting of stockholders held earlier today in St. Paul, Minn., stockholders voted to eliminate the company's stockholder rights plan. Of those stockholders who voted, 69 percent voted in favor of the proposal to eliminate the plan.
 Stockholder rights plan, also known as poison pills, can help a board of directors determine whether an unsolicited offer is in the best interests of a company and its stockholders. Such plans make unnegotiated, unsolicited bids prohibitively expensive for a potential acquirer and thus strengthen the board's negotiating position.
 Following the vote, Lawrence Perlman, chairman and chief executive officer of Ceridian, told stockholders, "The company did not recommend how stockholders should vote on this proposal because we thought it was appropriate at this point in the company's history for stockholders to indicate whether or not they want the board to have this means of protecting stockholder value.
 "When we created Ceridian as a substantially new company last year, we were determined to take fresh approaches to a wide range of issues, corporate governance being one of them. We wanted stockholders to be confident that we are managing Ceridian for their benefit. That's why we agreed to put the stockholder rights plan to a vote.
 "The Investor Responsibility Research Center, which helped us present the pros and cons of stockholder rights plans to you so you could vote on the matter -- has complimented Ceridian on its balanced approach to this issue. Major stockholders have also commented favorably on Ceridian's decision to present the issue to stockholders and take a neutral position."
 Perlman told stockholders that Ceridian's board approved two other corporate governance measures earlier this year -- one permitted confidential voting and the other was an amendment to the company's Bylaws changing the vote required to pass proposals at meetings of stockholders. The principal effect of the change was to eliminate the provision that effectively counted stockbroker non-votes as votes against any proposal. As a result, fewer votes are required to gain a majority.
 "We believe that each of the corporate governance steps we have taken over the past year has been beneficial to stockholders," said Perlman. "Ceridian's primary objective is to improve shareholder value, and to accomplish this goal, we will continue to listen to stockholders and be aware of their interests and concerns."
 Ceridian is an information management and employer services company.
 -0- 5/12/93
 /CONTACT: Nancy Foltz of Ceridian Corporation, 612-853-5229/
 (CEN)


CO: Ceridian Corporation ST: Minnesota IN: CPR SU:

DB -- MN012 -- 7686 05/12/93 15:19 EDT
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Publication:PR Newswire
Date:May 12, 1993
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