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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 14, 2021

(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 Global Select Market

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 14, 2021.

(b)There were present at the meeting, either in person or by proxy, holders of 318,012,217 shares of common stock entitled to vote. Stockholders elected the ten nominees, constituting our entire Board of Directors, to hold office until the next Annual Meeting of Stockholders in 2021; 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

272,190,760

9,617,888

383,567

35,820,002

Thomas F. Bonadio

277,503,936

4,258,933

429,346

35,820,002

Joseph G. Doody

276,461,236

5,282,625

448,354

35,820,002

David J.S. Flaschen

253,811,671

27,940,961

439,583

35,820,002

Pamela A. Joseph

272,488,965

9,352,079

351,171

35,820,002

Martin Mucci

278,125,477

3,721,196

345,542

35,820,002

Kevin A. Price

281,133,785

591,340

467,090

35,820,002

Joseph M. Tucci

251,274,262

30,470,330

447,623

35,820,002

Joseph M. Velli

265,504,716

16,249,254

438,245

35,820,002

Kara Wilson

277,768,979

4,070,553

352,683

35,820,002

Advisory Vote to Approve Named Executive

Broker

Officer Compensation

For

Against

Abstain

Non-Votes

190,219,035

90,857,662

1,115,518

35,820,002

Ratification of Selection of PriceWaterhouseCoopers LLP

as the Company's Independent Registered Public

Accounting Firm

For

Against

Abstain

316,486,354

1,034,838

491,025

 

ITEM 9.01

FINANCIAL STATEMENTS AND EXHIBITS

Exhibit

number

Description

104

The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.



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 15, 2021

/s/ Martin Mucci

Martin Mucci

President and Chief Executive Officer

Date:

October 15, 2021

/s/ Efrain Rivera

Efrain Rivera

Senior Vice President, Chief Financial Officer, and Treasurer