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

Paychex, Inc.

(Exact name of Registrant as Specified in Its Charter)

(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:

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

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 check mark 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 15, 2023, Paychex, Inc. (the “Company” or “Paychex”) announced that Elizabeth Roaldsen, age 51, has been appointed as Senior Vice President of Operations and Customer Experience, effective May 15, 2023.

Ms. Roaldsen has three decades of experience in the financial services industry leading operational teams and delivering business solutions and technology enabled transformation in rapidly evolving environments. Prior to joining Paychex, Ms. Roaldsen worked at HSBC, where she was hired in 2021 to serve as Managing Director, head of enterprise business services, and wholesale banking. Previously, Ms. Roaldsen spent more than a decade at State Street Corporation in Boston, MA, where she most recently served as Executive Vice President, head of global operations and asset servicing.
 

Ms. Roaldsen is a Chartered Financial Analyst and holds a Master of Business Administration from the Massachusetts Institute of Technology and a Bachelor of Arts degree in Accounting from Belmont Abbey College.
 

Ms. Roaldsen’s annual base salary will be $450,000. Ms. Roaldsen will be eligible to receive a cash annual incentive program award with a target of 100% of her base salary. Ms. Roaldsen also received a signing bonus of $100,000, which the Company could recoup if her employment terminates within twelve months. Ms. Roaldsen will be eligible to receive equity awards under the Company’s Amended and Restated 2002 Stock Incentive Plan at the discretion of the Compensation and Leadership Committee.

There is no other arrangement or understanding between Ms. Roaldsen and any other persons as it relates to her appointment as Senior Vice President of Operations and Customer Experience. There are no family relationships, as defined in Item 401 of Regulation S-K, between Ms. Roaldsen and any of the Company’s directors or executive officers. Ms. Roaldsen is not and has not been a participant, or had any interest, in any related party transaction with the Company that is reportable under Item 404(a) of Regulation S-K.
 

A copy of the press release issued by the Company on May 15, 2023, regarding Ms. Roaldsen’s appointment, is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into this Form 8-K.

 

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

Exhibit Description

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 hereunto duly authorized.