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 |
