Paychex Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

 

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:

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. ☐

 

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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.

 

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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

 

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