Annual Meeting of Stockholders

2020 Annual Meeting of Stockholders

Date

October 15, 2020

Time

10:00 AM ET

The 2020 Annual Meeting of Stockholders will be held virtually. To participate in the Annual Meeting, please visit www.virtualshareholdermeeting.com/PAYX2020

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 14, 2020. 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 12, 2020. 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/PAYX2020 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 nine directors for a one-year term

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

B. Thomas Golisano
Thomas F. Bonadio
Joseph G. Doody
David J.S. Flaschen
Pamela A. Joseph
Martin Mucci
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 FOR the following proposal:

To Approve and Amend the Paychex, Inc. 2002 Stock Incentive Plan

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

B. Thomas Golisano

Chairman of the Board

Martin Mucci

President and Chief Executive Officer

Thomas F. Bonadio

Director

Joseph G. Doody

Director

David J. S. Flaschen

Director

Pamela A. Joseph

Director

Joseph M. Tucci

Director

Joseph M. Velli

Director

Kara Wilson

Director