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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant To Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report: October 17, 2019

(Date of earliest event reported)

PAYCHEX, INC.

(Exact name of registrant as specified in its charter)

DELAWARE

0-11330

16-1124166

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification Number)

911 PANORAMA TRAIL SOUTH,

ROCHESTER, NY

14625-2396

(Address of principal executive offices)

(Zip Code)

(585) 385-6666

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.01 par value

PAYX

NASDAQ

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company   

If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   



ITEM 5.07

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

(a)The Annual Meeting of Stockholders was held on October 17, 2019.

(b)There were present at the meeting, either in person or by proxy, holders of 317,173,915 shares of common stock entitled to vote. Stockholders elected the nine nominees, constituting our entire Board of Directors, to hold office until the next Annual Meeting of Stockholders in 2020; approved the advisory vote on named executive officer compensation; and ratified the selection of our independent registered public accounting firm.

Results of stockholder voting are as follows:

Broker

Election of Directors

For

Against

Abstain

Non-Votes

B. Thomas Golisano

264,472,092

7,030,469

379,695

45,291,659

Thomas F. Bonadio

267,580,584

3,861,545

440,127

45,291,659

Joseph G. Doody

265,805,527

5,621,253

455,476

45,291,659

David J.S. Flaschen

257,545,477

13,888,799

447,980

45,291,659

Pamela A. Joseph

265,994,950

5,569,052

318,254

45,291,659

Martin Mucci

268,597,433

2,922,210

362,613

45,291,659

Joseph M. Tucci

246,776,459

24,654,491

451,306

45,291,659

Joseph M. Velli

263,055,696

8,390,603

435,957

45,291,659

Kara Wilson

268,004,095

3,551,934

326,227

45,291,659

Advisory Vote to Approve Named Executive

Broker

Officer Compensation

For

Against

Abstain

Non-Votes

257,770,156

13,073,708

1,038,392

45,291,659

Ratification of Selection of PriceWaterhouseCoopers LLP

as the Company's Independent Registered Public

Accounting Firm

For

Against

Abstain

315,684,774

831,745

657,396

 



SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

PAYCHEX, INC.

Date:

October 18, 2019

/s/ Martin Mucci

Martin Mucci

President and Chief Executive Officer

Date:

October 18, 2019

/s/ Efrain Rivera

Efrain Rivera

Senior Vice President, Chief Financial Officer, and Treasurer