Form 8-K - Current report

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

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 Company's Annual Meeting of Stockholders was held on October 12, 2023.

There were present at the meeting, either in person or by proxy, holders of 321,128,195 shares of common stock entitled to vote. Stockholders elected the twelve nominees, constituting our entire Board of Directors, to hold office until the next Annual Meeting of Stockholders in 2024; approved the advisory vote on named executive officer compensation; approved holding future advisory votes on named executive officer compensation every year; and ratified the selection of our independent registered public accounting firm.

Results of stockholder voting are as follows:


Election of Directors							Broker
	For		Against		Abstain		Non-Votes
Martin Mucci		272,348,487		11,459,316		354,370		36,966,022
Thomas F. Bonadio		270,938,394		12,876,253		347,526		36,966,022
Joseph G. Doody		270,116,025		13,740,123		306,025		36,966,022
David J.S. Flaschen		269,141,177		14,724,270		296,726		36,966,022
John B. Gibson		280,391,486		3,469,755		300,932		36,966,022
B. Thomas Golisano		276,796,655		7,116,988		248,530		36,966,022
Pamela A. Joseph		264,321,164		19,582,173		258,836		36,966,022
Theresa M. Payton		283,304,747		595,051		262,375		36,966,022
Kevin A. Price		271,949,365		11,802,852		409,956		36,966,022
Joseph M. Tucci		260,451,563		23,394,394		316,216		36,966,022
Joseph M. Velli		275,502,526		8,343,581		316,066		36,966,022
Kara Wilson		280,255,220		3,624,649		282,304		36,966,022


Advisory Vote to Approve Named Executive Officer Compensation							Broker
	For		Against		Abstain		Non-Votes
		268,214,172		14,794,444		1,153,557		36,966,022


Advisory Vote on the Frequency of the Advisory Vote on Named Executive Officer Compensation									Broker
	One Year		Two Years		Three Years		Abstain		Non-Votes
		279,312,924		696,940		3,531,259		621,050		36,966,022

On October 12, 2023, the Board of Directors of the Company determined that the Company will hold future Say-on-Pay advisory votes on an annual basis until the occurrence of the next advisory vote on the frequency of Say-on-Pay votes, which is required to be held no later than the Annual Meeting of Stockholders in 2029.


Ratification of Selection of PriceWaterhouseCoopers LLP as the Company's Independent Registered Public Accounting Firm	For		Against		Abstain
		319,313,767		1,453,840		360,588

Item 9.01 Financial Statements and Exhibits

Exhibit 
number

 
Description

104

The cover page from this Current Report on Form 8-K, formatted 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 13, 2023	By:	s/ Robert L. Schrader
			Robert L. Schrader Senior Vice President and Chief Financial Officer

Document And Entity Information	Oct. 12, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Oct. 12, 2023
Entity Registrant Name	Paychex, Inc.
Entity Central Index Key	0000723531
Entity Emerging Growth Company	false
Securities Act File Number	01-11330
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	16-1124166
Entity Address, Address Line One	911 Panorama Trail South
Entity Address, City or Town	Rochester
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	14625-2396
City Area Code	(585)
Local Phone Number	385-6666
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.01 par value
Trading Symbol	PAYX
Security Exchange Name	NASDAQ