Annual Meeting of Stockholders

2023 Annual Meeting of Stockholders

Date

October 12, 2023

Time

9:30 AM ET

The 2023 Annual Meeting of Stockholders will be held virtually. To participate in the Annual Meeting.

How to Vote

In advance of the Annual Meeting, you can submit your vote as follows:

  • Via the Internet: Go to ProxyVote.com and enter your 16-digit control number. If you received a Notice of Internet Availability or Proxy Card in the mail the control number is shown in a box as follows - XXXX XXXX XXXX XXXX If you received an email notice, you control number is identified in the email. Voting Matters
  • By telephone: Call 1-800-690-6903 and follow the voice prompt instructions.
  • By mail: If you requested a full printed set of proxy materials you can mark your proxy card, sign and date it, and return it in the enclosed postage-paid envelope.

Votes in advance of the Annual Meeting must be received by 11:59 PM Eastern Time on Wednesday, October 11, 2023. If you are voting your shares held in the Paychex Employee Stock Ownership Plan Stock Fund (“ESOP”) of the Company’s 401(k) Plan, you must submit your vote by 11:59 PM Eastern Time on Monday, October 9, 2023. The Trustee will then vote all shares of common stock held in the ESOP by the established deadline.

You may also vote while participating in the Virtual Annual Meeting by visiting the website at www.virtualshareholdermeeting.com/PAYX2023 and logging in with your 16-digit control number, even if you previously voted by Internet or telephone. Votes submitted during the Annual Meeting must be received no later than the closing of the polls at the Annual Meeting.

Proposals Subject to Vote at the Annual Meeting

Proposal 1

Election of twelve directors for a one-year term

The Board of Directors recommends a vote FOR each of the twelve director nominees:

Martin Mucci
Thomas F. Bonadio
Joseph G. Doody
David J.S. Flaschen
John B. Gibson
B. Thomas Golisano
Pamela A. Joseph
Theresa M. Payton
Kevin A. Price
Joseph M. Tucci
Joseph M. Velli
Kara Wilson

Proposal 2

The Board recommends a vote FOR the following proposal:

Advisory Vote to Approve Named Executive Officer Compensation

Proposal 3

The Board of Directors recommends a vote of 1 Year for the following proposal:

To hold an advisory vote on the frequency of future advisory votes on named executive officer compensation

Proposal 4

The Board of Directors recommends a vote FOR the following proposal:

Ratification of the selection of PricewaterhouseCoopers LLP to serve as the Independent Registered Public Accounting Firm

Board of Directors

Martin Mucci

Chairman

Thomas F. Bonadio

Director

Joseph G. Doody

Director

David J. S. Flaschen

Director

John Gibson

President and Chief Executive Officer

B. Thomas Golisano

Director

Pamela A. Joseph

Director

Theresa M. Payton

Director

Kevin A. Price

Director

Joseph M. Tucci

Director

Joseph M. Velli

Director

Kara Wilson

Director