false000072353100007235312024-10-102024-10-10

 

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 10, 2024

 

 

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 2024 Annual Meeting of Stockholders of Paychex, Inc. (the “Company”) was held on October 10, 2024, via live webcast, for the following purposes: (i) to elect the eleven (11) directors named in the Company’s Proxy Statement to hold office for a one-year term and until their respective successors are elected and qualified; (ii) to hold a non-binding advisory vote on the compensation of the Company’s named executive officers; and (iii) to ratify the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2025.

There were present at the Annual Meeting, either in person or by proxy, holders of 325,831,506 shares of common stock entitled to vote.

 

Results of stockholder voting are as follows:

 

Proposal 1: Election of Directors

 

Each of the 11 nominees for director was duly elected, with votes as follows:

 

 

For

 

 

Against

 

 

Abstain

 

 

Broker Non-Votes

 

Martin Mucci

 

280,385,736

 

 

 

9,671,231

 

 

 

222,708

 

 

 

35,551,831

 

Thomas F. Bonadio

 

277,520,491

 

 

 

12,270,027

 

 

 

489,157

 

 

 

35,551,831

 

Joseph G. Doody

 

276,541,104

 

 

 

13,251,910

 

 

 

486,661

 

 

 

35,551,831

 

John B. Gibson

 

285,665,065

 

 

 

4,230,058

 

 

 

384,552

 

 

 

35,551,831

 

B. Thomas Golisano

 

281,299,623

 

 

 

8,648,784

 

 

 

331,268

 

 

 

35,551,831

 

Pamela A. Joseph

 

255,187,202

 

 

 

33,251,407

 

 

 

1,841,066

 

 

 

35,551,831

 

Theresa M. Payton

 

285,872,568

 

 

 

4,124,476

 

 

 

282,631

 

 

 

35,551,831

 

Kevin A. Price

 

278,127,103

 

 

 

11,674,112

 

 

 

478,460

 

 

 

35,551,831

 

Joseph M. Tucci

 

270,896,221

 

 

 

18,790,173

 

 

 

593,281

 

 

 

35,551,831

 

Joseph M. Velli

 

282,108,793

 

 

 

7,815,837

 

 

 

355,045

 

 

 

35,551,831

 

Kara Wilson

 

285,946,066

 

 

 

4,018,306

 

 

 

315,303

 

 

 

35,551,831

 

 

Proposal 2: Advisory Vote to Approve Named Executive Officer Compensation

 

The non-binding advisory vote on the compensation of the Company’s named executive officers was approved, with votes as follows:

 

 

For

 

 

Against

 

 

Abstain

 

 

Broker Non-Votes

 

 

 

275,855,902

 

 

 

13,360,555

 

 

 

1,063,218

 

 

 

35,551,831

 

 

Proposal 3: Ratification of Selection of PricewaterhouseCoopers LLP as the Company's Independent Registered Public Accounting Firm

 

The selection of PricewaterhouseCoopers LLP as the Company’s independent registered accounting firm for fiscal year 2025 was ratified, with votes as follows:

 

 

 

For

 

 

Against

 

 

Abstain

 

 

 

 

 

322,397,905

 

 

 

3,139,220

 

 

 

294,381

 

Item 9.01 Financial Statements and Exhibits

Exhibit

number

 

 

Description

104

 

Cover page Interactive File, embedded 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 11, 2024

By:

s/ Prabha Sipi Bhandari

 

 

 

Prabha Sipi Bhandari
Chief Legal Officer, Chief Ethics Officer, and Secretary