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): April 29, 2024
Paycom Software, Inc.
(Exact name of registrant as specified in its charter)
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Delaware (State or other jurisdiction
of incorporation) | 001-36393 (Commission
File Number) | 80-0957485 (IRS Employer
Identification No.) |
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7501 W. Memorial Road, Oklahoma City, Oklahoma (Address of principal executive offices) | 73142 (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:
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☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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☐ | 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:
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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 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.
Paycom Software, Inc. (the “Company”) held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”) on April 29, 2024. A total of 48,594,636.14 shares of the Company’s common stock were present in person or represented by proxy at the Annual Meeting. The matters submitted for a vote and the related results are set forth below. A more detailed description of each proposal was included in the Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on March 28, 2024.
Proposal 1: Election of three Class II directors, each to serve until the date of the 2027 annual meeting of stockholders and until his or her successor has been duly elected and qualified, or his or her earlier death, resignation or removal
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Nominees | | Votes Cast For | | Votes Cast Against | | Abstentions | | Broker Non-Votes |
Robert J. Levenson | | 32,816,466.77 | | 10,963,313.50 | | 47,854.75 | | 4,767,001.12 |
Frederick C. Peters II | | 40,732,347.27 | | 3,014,757.00 | | 80,530.75 | | 4,767,001.12 |
Felicia Williams | | 30,019,657.40 | | 13,318,399.26 | | 489,534.36 | | 4,767,045.12 |
Proposal 2: Ratification of the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2024
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Votes Cast For | | Votes Cast Against | | Abstentions |
47,977,540.00 | | 582,144.83 | | 34,951.31 |
Proposal 3: Approval, on an advisory basis, of the compensation of the Company’s named executive officers
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Votes Cast For | | Votes Cast Against | | Abstentions | | Broker Non-Votes |
23,674,343.24 | | 20,062,266.56 | | 91,025.22 | | 4,767,001.12 |
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.
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| PAYCOM SOFTWARE, INC. |
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Date: May 2, 2024 | By: | /s/ Craig E. Boelte |
| Name: | Craig E. Boelte |
| Title: | Chief Financial Officer |
