Dayforce : 2024 Proxy Statement

Dayforce, Inc.

3311 East Old Shakopee Road

Minneapolis, Minnesota 55425

NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT

Dear Stockholder:

You are cordially invited to attend the 2024 Annual Meeting of Stockholders (the "Annual Meeting") of Dayforce, Inc. ("Dayforce") at:

Date: Friday, April 26, 2024

Time: 10:00 a.m., Eastern Daylight Time ("EDT")

Location: Online at www.virtualshareholdermeeting.com/DAY2024

Once again, we are holding our Annual Meeting virtually by means of a live webcast in order to make the meeting conveniently accessible to all of our stockholders, who will be able to listen, vote, and submit questions remotely via the Internet. If you plan to attend the virtual Annual Meeting, please note the log-in procedures described under "Admission" on page 66 of the proxy statement. There are three items of business for the Annual Meeting:

Items of Business

1. To elect nine (9) persons named in the accompanying proxy statement to serve as directors for a one-year term;
2. To approve, by an advisory vote, the compensation of our named executive officers; and
3. To ratify the appointment of KPMG LLP as our independent registered public accounting firm for fiscal year 2024.

In addition, Dayforce will consider any other business as may properly come before the Annual Meeting or any adjournment, continuation, or postponement thereof.

Your Vote is Very Important

On or about March 12, 2024, Dayforce mailed or made available to its stockholders proxy materials, including the proxy statement for the Annual Meeting (the "Proxy Statement"), its Annual Report which includes its annual report on Form 10-K for the fiscal year ended December 31, 2023 (the "2023 Annual Report"), and form of proxy or the Notice of Internet Availability of Proxy Materials. These proxy materials can be accessed directly at proxyvote.com.

If you were a stockholder at the close of business on March 4, 2024 (the "Record Date"), you are eligible to vote at the Annual Meeting. Whether or not you plan to participate in the Annual Meeting, please be assured that your vote is very important to us. We urge you to participate in the election of our directors and in deciding the other items on the agenda for the meeting.

If you have any questions regarding this information or the proxy materials, please contact Dayforce's Corporate Secretary at stockholders@dayforce.com.

By Order of the Board of Directors,

William E. McDonald

Executive Vice President, General Counsel, and Corporate Secretary

Minneapolis, Minnesota

March 12, 2024

This Notice of Annual Meeting and Proxy Statement and Form of Proxy are being distributed and made available on or about March 12, 2024.

Important notice regarding the availability of proxy materials for the 2024 Annual Meeting of Stockholders to be held on April 26, 2024. The Proxy Statement and 2023 Annual Report are available electronically on the "Investor Relations" page of Dayforce's website located at www.dayforce.com and at proxyvote.com.

2024 PROXY STATEMENT

2024 PROXY STATEMENT SUMMARY

Dayforce Values

As a global human capital management ("HCM") software company, Dayforce aims to make work life better. Everything we do as a global leader in HCM technology is focused on improving work for thousands of customers and millions of employees around the world. Our single, global people platform for HR, payroll, talent, workforce management, and benefits equips Dayforce customers to unlock their full workforce potential and operate with confidence.

We continually strive to provide exceptional value to our stakeholders, and "Our Way" is the set of values that guide our behavior. These values are core to Dayforce's culture and our thinking.

Business Highlights

We continue to make meaningful progress towards our medium term goal of achieving $2.0 billion in total revenue, 80% adjusted Cloud recurring revenue gross margin, and 30% adjusted EBITDA margin by the end of 2025. We are proud that our business continues to grow in a sustainable and profitable manner, with our 2024 performance highlighted by the following:

See Appendix A included in this Proxy Statement starting on page 71 for information regarding non-GAAP financial measures, including a reconciliation of non-GAAP financial measures to the most directly comparable financial measures prepared in accordance with accounting principles generally accepted in the U.S. ("GAAP").

1Excluding the 2021 acquisition of Ascender HCM Pty Limited ("Ascender").

2Gartner, Magic Quadrant for Cloud HCM Suites for 1,000+ Employee Enterprises. Ranadip Chandra, Josie Xing, Sam Grinter, Ron Hanscome, Chris Pang, Josie Xing, 2023.

PROPOSAL ONE:

Election of Directors

Our Board of Directors ("Board") has nominated each of Brent B. Bickett, Ronald F. Clarke, Deborah A. Farrington, Thomas M. Hagerty, Linda P. Mantia, David D. Ossip, Ganesh B. Rao, Andrea S. Rosen, and Gerald C. Throop for election as directors of the Board to hold office until the 2025 annual meeting of stockholders (the "2025 Annual Meeting"). Please see "Proposal One" on page 9 of this Proxy Statement for additional important information about each of the director nominees. Each of the director nominees is a current member of our Board and has consented to serve if elected. The Board recommends a vote "FOR" each director nominee.

PROPOSAL TWO:

Advisory Vote on the Compensation of Dayforce's Named Executive Officers

We are asking our stockholders to approve, on a non-binding, advisory basis, the compensation of our named executive officers ("Named Executive Officers" or "NEOs") as disclosed in the Compensation Discussion & Analysis ("CD&A") tabular disclosures and related narrative of this Proxy Statement. The Board recommends a vote "FOR" approval of NEO compensation because it believes that the policies and practices described in the CD&A section beginning on page 24 of this Proxy Statement are based on principles that reflect a "pay-for-performance" philosophy and are strongly aligned with our stockholders' interests. Since the vote on this proposal is advisory in nature, it will not affect any compensation already paid or awarded to any NEO and will not be binding on or overrule any decisions by our Compensation Committee or Board. However, because we value our stockholders' view, our Compensation Committee and Board will carefully consider the results of this advisory vote when formulating future executive compensation philosophy, policies, and practices.

PROPOSAL THREE:

Ratification of the Appointment of KPMG LLP as our Independent Registered Public Accounting Firm for Fiscal Year 2024

Our Audit Committee has appointed KPMG LLP as our independent registered public accounting firm to perform the audit of our consolidated financial statements for the fiscal year ending December 31, 2024, and we are asking our stockholders to ratify this appointment. The Board recommends a vote "FOR" this ratification.

Corporate Governance Priorities

We remain committed to sound corporate governance practices, and our Board has taken action to adopt measures designed to bolster the independent leadership on the Board and establish additional meaningful stockholder rights while continuing to maintain best practice efforts adopted previously.

Board Composition and Refreshment

Our Board believes in the importance of achieving and maintaining the proper composition with an appropriate mix of skills and experience. We are proud that our entire Board boasts experience relevant to the oversight of our long- term strategy - including in areas such as strategic transformation leadership, technology or software, and human resources or talent management.