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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 (Date of earliest event reported): October 12, 2023

 

 

Paychex, Inc.

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware

01-11330

16-1124166

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

911 Panorama Trail South

 

Rochester, New York

 

14625-2396

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: (585) 385-6666

 

 

(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 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 5.07 Submission of Matters to a Vote of Security Holders

The Company's Annual Meeting of Stockholders was held on October 12, 2023.

There were present at the meeting, either in person or by proxy, holders of 321,128,195 shares of common stock entitled to vote. Stockholders elected the twelve nominees, constituting our entire Board of Directors, to hold office until the next Annual Meeting of Stockholders in 2024; approved the advisory vote on named executive officer compensation; approved holding future advisory votes on named executive officer compensation every year; and ratified the selection of our independent registered public accounting firm.

 

Results of stockholder voting are as follows:

 

Election of Directors

 

 

 

 

 

 

 

 

 

Broker

 

 

For

 

 

Against

 

 

Abstain

 

 

Non-Votes

 

Martin Mucci

 

272,348,487

 

 

 

11,459,316

 

 

 

354,370

 

 

 

36,966,022

 

Thomas F. Bonadio

 

270,938,394

 

 

 

12,876,253

 

 

 

347,526

 

 

 

36,966,022

 

Joseph G. Doody

 

270,116,025

 

 

 

13,740,123

 

 

 

306,025

 

 

 

36,966,022

 

David J.S. Flaschen

 

269,141,177

 

 

 

14,724,270

 

 

 

296,726

 

 

 

36,966,022

 

John B. Gibson

 

280,391,486

 

 

 

3,469,755

 

 

 

300,932

 

 

 

36,966,022

 

B. Thomas Golisano

 

276,796,655

 

 

 

7,116,988

 

 

 

248,530

 

 

 

36,966,022

 

Pamela A. Joseph

 

264,321,164

 

 

 

19,582,173

 

 

 

258,836

 

 

 

36,966,022

 

Theresa M. Payton

 

283,304,747

 

 

 

595,051

 

 

 

262,375

 

 

 

36,966,022

 

Kevin A. Price

 

271,949,365

 

 

 

11,802,852

 

 

 

409,956

 

 

 

36,966,022

 

Joseph M. Tucci

 

260,451,563

 

 

 

23,394,394

 

 

 

316,216

 

 

 

36,966,022

 

Joseph M. Velli

 

275,502,526

 

 

 

8,343,581

 

 

 

316,066

 

 

 

36,966,022

 

Kara Wilson

 

280,255,220

 

 

 

3,624,649

 

 

 

282,304

 

 

 

36,966,022

 

 

 

Advisory Vote to Approve Named Executive Officer Compensation

 

 

 

 

 

 

 

 

 

Broker

 

 

For

 

 

Against

 

 

Abstain

 

 

Non-Votes

 

 

 

268,214,172

 

 

 

14,794,444

 

 

 

1,153,557

 

 

 

36,966,022

 

 

 

Advisory Vote on the Frequency of the Advisory Vote on Named Executive Officer Compensation

 

 

 

 

 

 

 

 

 

 

 

 

Broker

 

 

One Year

 

 

Two Years

 

 

Three Years

 

 

Abstain

 

 

Non-Votes

 

 

 

279,312,924

 

 

 

696,940

 

 

 

3,531,259

 

 

 

621,050

 

 

 

36,966,022

 

 

On October 12, 2023, the Board of Directors of the Company determined that the Company will hold future Say-on-Pay advisory votes on an annual basis until the occurrence of the next advisory vote on the frequency of Say-on-Pay votes, which is required to be held no later than the Annual Meeting of Stockholders in 2029.

 

Ratification of Selection of PriceWaterhouseCoopers LLP as the Company's Independent Registered Public Accounting Firm

 

For

 

 

Against

 

 

Abstain

 

 

 

 

 

319,313,767

 

 

 

1,453,840

 

 

 

360,588

 

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 hereunto duly authorized.

 

 

 

 

PAYCHEX, INC.

Date:

October 13, 2023

By:

s/ Robert L. Schrader

 

 

 

Robert L. Schrader
Senior Vice President and Chief Financial Officer