8-K

PAYCOM SOFTWARE, INC.

Date: October 13, 2023

/s/ Craig E. Boelte

Craig E. Boelte

Chief Financial Officer

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

Paycom Software, Inc.

(Exact name of registrant as specified in its charter)


Delaware	001-36393	80-0957485
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)


7501 W. Memorial Road, Oklahoma City, Oklahoma		73142
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (405) 722-6900

Not Applicable

(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

PAYC

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in 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 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On May 1, 2023, at the annual meeting of stockholders of Paycom Software, Inc. (the “Company”), the Company’s stockholders approved, on an advisory basis, a stockholder proposal requesting that the Company adopt a majority vote standard in uncontested director elections (the “Stockholder Proposal”).

On October 12, 2023, in response to the advisory approval of the Stockholder Proposal, the Board of Directors of the Company (the “Board”) amended and restated the Company’s existing amended and restated bylaws (as so amended and restated, the “Amended and Restated Bylaws”) to implement a majority vote standard in uncontested director elections, with a resignation policy for incumbent directors who fail to receive sufficient votes under the majority vote standard. Prior to this amendment and restatement, the election of directors was subject to a plurality vote standard. Under the Amended and Restated Bylaws, a plurality vote standard will continue to apply in contested director elections. In addition, the Amended and Restated Bylaws clarify the process for the appointment and removal of certain officers and update provisions with respect to officer titles, roles and responsibilities to better reflect current circumstances. The Amended and Restated Bylaws, which became effective immediately upon adoption by the Board, also incorporate ministerial and conforming changes.

The foregoing description of the Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated Bylaws, a copy of which is filed with this Current Report on Form 8-K as Exhibit 3.1 and incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.		Description of Exhibit

3.1		Amended and Restated Bylaws of Paycom Software, Inc.

104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

SEC Form 8-K filed by Paycom Software Inc.