UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report:
(Date of earliest event reported)
(Exact name of registrant as specified in its charter)
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(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:
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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:
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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 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR
Effective May 1, 2020, the Board of Directors of Paychex, Inc., a Delaware corporation (the “Company” or “Paychex”), approved amendments to and the restatement of the Company’s By-Laws (as so amended and restated, the “By-Laws”) to update the By-Laws to allow for notice to be given by electronic transmission and action to be taken by means of remote communication. Specifically, the By-Laws now provide for:
Notice to be given to stockholders by electronic transmission, provided that the stockholder has consented to that form of notice;
Notice of meetings of the Board of Directors to be given by electronic transmission;
Meetings of stockholders to be held through remote communication; and
Meetings of the Board of Directors to be held through remote communication.
The By-Laws also include certain technical, conforming, modernizing and clarifying changes.
The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the
By-Laws, filed as Exhibit 3.1 to this Current Report on Form 8-K, which is incorporated herein by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
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Exhibit | Description |
Exhibit 3.1 | Amended and Restated By-Laws of Paychex, Inc., as of May 1, 2020 |
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.
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| PAYCHEX, INC. |
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Date: | May 5, 2020 |
| /s/ Efrain Rivera |
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| Efrain Rivera |
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| Senior Vice President, Chief Financial Officer, and Treasurer |