UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On November 17, 2023, the Board of Directors (the “Board”) of Paycom Software, Inc. (the “Company”) approved the appointment of Jason D. Clark as Chief Administrative Officer of the Company, effective December 4, 2023. In this role, Mr. Clark will oversee certain administrative operations for the Company.
Mr. Clark, 53, has served as a member of the Board since August 2014 and currently serves as a member of the Board’s Audit Committee and as chairperson of the Board’s Nominating and Corporate Governance Committee. He is also a member of the Board committee that oversees the Company’s stock repurchase plan. Mr. Clark will resign from such Board and committee positions immediately prior to assuming his duties as Chief Administrative Officer on December 4, 2023. Effective on and subject to Mr. Clark’s resignation from the Board, the size of the Board will be reduced from eight to seven directors.
Mr. Clark has served as President and Chief Executive Officer of CompSource Mutual Insurance Company since March 2009. He has over 30 years of experience in the insurance industry specializing in workers’ compensation insurance. Mr. Clark earned his Bachelor of Business Administration in Finance degree from the University of Central Oklahoma.
In connection with Mr. Clark’s appointment as Chief Administrative Officer, the Company and Mr. Clark entered into a letter agreement (the “Clark Letter Agreement”) on November 17, 2023, which provides that Mr. Clark will be paid an annual base salary of $575,000 and will be eligible to participate in the Paycom Software, Inc. Annual Incentive Plan beginning in 2024. In addition, the Compensation Committee of the Board approved the grant of two equity awards to Mr. Clark, in each case effective as of December 4, 2023, consisting of (i) an award of 40,000 shares of time-based restricted stock of the Company (the “Time-Based Award”), which will be subject to the terms and conditions of the Paycom Software, Inc. 2023 Long-Term Incentive Plan (the “LTIP”) and the form of Restricted Stock Award Agreement – Time-Based Vesting (Executive) (the “Time-Based RS Award Agreement”), and (ii) an award of shares of the Company’s common stock with an aggregate value of $2.5 million, with the number of shares to be determined based on the closing price of the Company’s common stock on December 1, 2023 (the “Sign-On Award”), which Sign-On Award will be subject to the terms and conditions of the LTIP and a stock award agreement (the “Sign-On Award Agreement”). The shares underlying the Time-Based Award will vest as follows, provided that Mr. Clark is employed by or otherwise providing services to the Company through the applicable vesting date: 7,000 shares vesting on February 5, 2024; 7,000 shares vesting on February 5, 2025; 7,000 shares vesting on February 5, 2026; and 19,000 shares vesting on February 5, 2027. The shares underlying the Sign-On Award will vest immediately upon issuance. The foregoing descriptions of the terms of the Clark Letter Agreement, the Time-Based RS Award Agreement and the Sign-On Award Agreement are not complete and are qualified in their entirety by reference to the full text of each of the Clark Letter Agreement, the Time-Based RS Award Agreement and the Sign-On Award Agreement, respectively, copies of which are filed with this Current Report on Form 8-K as Exhibits 10.1, 10.2 and 10.3, respectively, and are incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit |
Description of Exhibit | |
| 10.1 | Offer Letter, by and between Paycom Software, Inc. and Jason D. Clark, dated November 17, 2023. | |
| 10.2 | Form of Restricted Stock Award Agreement – Time-Based Vesting (Executive) (incorporated by reference to Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023, filed with the SEC on May 4, 2023). | |
| 10.3 | Form of Stock Award Agreement. | |
| 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.
| PAYCOM SOFTWARE, INC. | ||||||
| Date: November 21, 2023 | By: | /s/ Craig E. Boelte | ||||
| Name: | Craig E. Boelte | |||||
| Title: | Chief Financial Officer | |||||
Exhibit 10.1
Jason D. Clark
Via E-Mail
November 17, 2023
Dear Jason,
We are very pleased to offer you the position of Chief Administrative Officer of Paycom Software, Inc. (“Paycom”) and its subsidiaries (collectively, the “Company”). This offer of at-will employment is conditioned on your satisfactory completion of certain requirements, as explained in this letter. Further, your employment is subject to the terms and conditions set forth in this letter.
Your expected start date is December 4, 2023 and is subject to modification by the Company (your “Start Date”). Your position will be based in Oklahoma City, Oklahoma.
You will be paid an annualized base salary of $575,000.00, payable bi-weekly in accordance with the standard payroll practices of the Company and subject to all withholdings and deductions as required by law. You will not be eligible for an annual bonus for the 2023 calendar year, but starting in 2024, you will be eligible for an annual bonus pursuant to the Paycom Software, Inc. Annual Incentive Plan. The performance criteria and potential payouts for the 2024 annual bonus and bonuses thereafter will be determined by the Compensation Committee of Paycom’s Board of Directors (the “Compensation Committee”).
Subject to approval by the Compensation Committee, effective on or as soon as practicable following your Start Date, Paycom will grant you two equity awards pursuant to the Paycom Software, Inc. 2023 Long-Term Incentive Plan (the “LTIP”), consisting of: (1) an award of 40,000 shares of restricted stock of Paycom, subject to time-based vesting as follows: 7,000 shares vesting on February 5, 2024, 7,000 shares vesting on February 5, 2025, 7,000 shares vesting on February 5, 2026, and 19,000 shares vesting on February 5, 2027, provided that you are employed by or otherwise providing services to the Company through the applicable vesting date (the “Executive Award”); and (2) an award of shares of restricted stock of Paycom, having an approximate aggregate value equal to $2,500,000.00, as determined by dividing such value by the closing price of a share of Paycom stock on December 1, 2023 (with any fractional shares rounded up to the nearest whole share), with such shares fully vested as of the grant date (the “Sign-On Award”). The Executive Award and the Sign-On Award shall be subject to the terms and conditions of the LTIP and the applicable Restricted Stock Award Agreement provided to you by Paycom in connection with the grant of such awards, including any restrictions on transfer of the restricted shares and any forfeiture provisions in the event of a termination of your employment.
In addition to the foregoing, the shares of restricted stock granted to you in May 2023, in connection with your service on the Board of Directors, shall remain outstanding, and provided that you continue to provide services to the Company as an employee, such shares shall continue to vest as provided in the applicable award agreement.
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Upon joining the Company, you will be given a copy of our employee handbook and asked to complete personnel, payroll and benefit forms. Your employment is contingent on completion of these forms, verification of your right to work in the United States, and your agreement to the Company’s corporate policies including its non-solicitation and confidentiality policies.
Due to the nature of our business, the offer of employment contained herein is also contingent upon your successful completion of a background check, which may include reference checks, background and MVR check, drug screen, credit check and a review panel’s consideration of the foregoing. These checks are job related due to your position with the Company and your regular access to financial information.
While we anticipate a mutually beneficial relationship with you, the Company recognizes your right to terminate this relationship at any time. Similarly, we reserve the same right to alter, modify, or terminate this employment relationship at will at any time with or without notice or cause.
This letter reflects the entire understanding regarding the terms of your employment with the Company. Accordingly, it supersedes and replaces any prior oral or written communication on the subject of your employment by Paycom in any capacity. By signing this letter, you agree that you are not relying on, have not relied on, and you specifically disavow reliance on, any oral or written statement, representation, or inducement relating to your employment that is not contained in this letter.
By accepting this offer, you confirm that you are able to accept this job and carry out the work involved without breaching any legal restrictions on your activities, such as restrictions imposed by a current or former employer. You also confirm that you will inform the Company about any such restrictions and provide the Company with as much information about them as possible, including copies of any agreements between you and your current or former employer describing such restrictions on your activities.
You further confirm that you will not remove or copy any documents or proprietary data or materials of any kind, electronic or otherwise, from your current or former employer, and that you will neither use such information at nor disclose such information to the Company without written authorization from your current or former employer.
All of us at the Company are excited about the prospect of you joining our team. If you have any questions about the above details, please call me immediately. If you wish to accept this position, please sign below and return this letter agreement to me.
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I look forward to hearing from you.
| Yours sincerely, |
| /s/ Chad Richison |
| Chad Richison |
| President, Chief Executive Officer and Chairman of the Board of Directors, on behalf of the Company |
| Accepted: |
| /s/ Jason D. Clark |
| Jason D. Clark |
| Date November 17, 2023 |
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Exhibit 10.3
STOCK AWARD AGREEMENT
PAYCOM SOFTWARE, INC.
2023 LONG-TERM INCENTIVE PLAN
1. Grant of Award. Pursuant to the Paycom Software, Inc. 2023 Long-Term Incentive Plan (the “Plan”) for Employees, Contractors, and Outside Directors of Paycom Software, Inc., a Delaware corporation (the “Company”), the Company grants to
Jason D. Clark
(the “Participant”),
an Award of Restricted Stock in accordance with Section 6.4 of the Plan. The number of shares of Common Stock awarded under this Stock Award Agreement (this “Agreement”) is [ ] shares (the “Awarded Shares”). The “Date of Grant” of this Award is December 4, 2023.
2. Subject to Plan. This Agreement is subject to the terms and conditions of the Plan, and the terms of the Plan shall control to the extent not otherwise inconsistent with the provisions of this Agreement. To the extent the terms of the Plan are inconsistent with the provisions of the Agreement, this Agreement shall control. This Agreement is subject to any rules promulgated pursuant to the Plan by the Board or the Committee and communicated to the Participant in writing. Unless otherwise defined herein, the capitalized terms used herein that are defined in the Plan shall have the same meanings assigned to them in the Plan.
3. Vesting. Except as specifically provided in this Agreement and subject to certain restrictions and conditions set forth in the Plan, the Awarded Shares shall vest as follows: one hundred percent (100%) of the Awarded Shares shall vest on the Date of Grant, provided the Participant is employed by (or if the Participant is a Contractor or an Outside Director, is providing services to) the Company or a Subsidiary on that date.
4. Forfeiture of Awarded Shares. Awarded Shares that are not vested in accordance with Section 3 shall be forfeited and shall cease to be outstanding on the date of the Participant’s Termination of Service. Upon forfeiture, all of the Participant’s rights with respect to the forfeited Awarded Shares shall cease and terminate, without any further obligations on the part of the Company.
5. Restrictions on Awarded Shares. The Participant shall not be permitted to sell, transfer, offer, pledge, hypothecate, loan, margin, assign, gift or otherwise encumber or dispose of, either voluntarily or involuntarily, or to enter into any contract, option, right, warrant or other arrangement or understanding with respect to the Awarded Shares until such shares become vested in accordance with Section 3. The Committee may in its sole discretion, remove any or all of such restrictions (or any other restrictions contained herein) on any Awarded Shares whenever it may determine that, by reason of changes in applicable law or changes in circumstances after the date of this Agreement, such action is appropriate.
6. Legend; Registration of Shares. The Company shall electronically register the Awarded Shares in the name of the Participant, which shall bear an appropriate legend referring to the terms, conditions, and restrictions applicable to such Awarded Shares, as determined in the sole discretion of the Committee. No stock certificate or certificates shall be issued with respect to the Awarded Shares. The Company shall register the Awarded Shares in the Participant’s name, free of restriction under this Agreement, promptly after, and only after, such Awarded Shares have become vested in accordance with Section 3.
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7. Rights of a Stockholder. Except as provided in Section 4 and Section 5 above, the Participant shall have, with respect to the Awarded Shares, all of the rights of a stockholder of the Company, including the right to vote the shares, and the right to receive any dividends thereon, subject to the provisions of this Section 7; provided that, (A) any cash dividends or stock dividends with respect to the Awarded Shares shall be withheld by the Company for the Participant’s account (“Withheld Dividends”); and (B) such Withheld Dividends attributable to any particular Awarded Share shall be distributed to the Participant in cash or, at the sole discretion of the Committee, in shares of Common Stock having a Fair Market Value equal to the amount of such Withheld Dividends, if applicable, upon the release of restrictions on such share (i.e., upon vesting) and, if such share is forfeited, the Participant shall forfeit and have no right to such Withheld Dividends.
8. Voting. The Participant, as record holder of the Awarded Shares, has the exclusive right to vote, or consent with respect to, such Awarded Shares until such time as the Awarded Shares are transferred in accordance with this Agreement; provided that this Section 8 shall not create any voting right where the holders of such Awarded Shares otherwise have no such right.
9. Adjustment to Number of Awarded Shares. The number of Awarded Shares shall be subject to adjustment in accordance with Articles 11-13 of the Plan.
10. Specific Performance. The parties acknowledge that remedies at law will be inadequate remedies for breach of this Agreement and consequently agree that this Agreement shall be enforceable by specific performance. The remedy of specific performance shall be cumulative of all of the rights and remedies at law or in equity of the parties under this Agreement.
11. Participant’s Representations. Notwithstanding any of the provisions hereof, the Participant hereby agrees that the Participant will not acquire any Awarded Shares, and that the Company will not be obligated to issue any Awarded Shares to the Participant hereunder, if the issuance of such shares shall constitute a violation by the Participant or the Company of any provision of any law or regulation of any governmental authority. Any such determination by the Company shall be final, binding, and conclusive. The rights and obligations of the Company and the rights and obligations of the Participant are subject to all Applicable Laws.
12. Investment Representation. Unless the Awarded Shares are issued to the Participant in a transaction registered under applicable federal and state securities laws, by the Participant’s execution hereof, the Participant represents and warrants to the Company that all Common Stock which may be purchased and or received hereunder will be acquired by the Participant for investment purposes for the Participant’s own account and not with any intent for resale or distribution in violation of federal or state securities laws. Unless the Common Stock is issued to the Participant in a transaction registered under the applicable federal and state securities laws, all certificates issued with respect to the Common Stock shall bear an appropriate restrictive investment legend and shall be held indefinitely, unless they are subsequently registered under the applicable federal and state securities laws or the Participant obtains an opinion of counsel, in form and substance satisfactory to the Company and its counsel, that such registration is not required.
13. Participant’s Acknowledgments. The Participant acknowledges that a copy of the Plan has been made available for the Participant’s review by the Company, and represents that the Participant is familiar with the terms and provisions thereof, and hereby accepts this Award subject to all the terms and provisions thereof. The Participant hereby agrees to accept as binding, conclusive, and final all decisions or interpretations of the Committee or the Board, as appropriate, upon any questions arising under the Plan or this Agreement.
14. Law Governing. This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of Delaware (excluding any conflict of laws rule or principle of Delaware law that might refer the governance, construction, or interpretation of this agreement to the laws of another state).
15. No Right to Continue Service or Employment. Nothing herein shall be construed to confer upon the Participant the right to continue in the employ or to provide services to the Company or any Subsidiary, whether as an Employee or as a Contractor or as an Outside Director, or interfere with or restrict in any way the right of the Company or any Subsidiary to discharge the Participant as an Employee, Contractor, or Outside Director at any time.
16. Legal Construction. In the event that any one or more of the terms, provisions, or agreements that are contained in this Agreement shall be held by a court of competent jurisdiction to be invalid, illegal, or unenforceable in any respect for any reason, the invalid, illegal, or unenforceable term, provision, or agreement shall not affect any other term, provision, or agreement that is contained in this Agreement and this Agreement shall be construed in all respects as if the invalid, illegal, or unenforceable term, provision, or agreement had never been contained herein.
17. Covenants and Agreements as Independent Agreements. Each of the covenants and agreements that are set forth in this Agreement shall be construed as a covenant and agreement independent of any other provision of this Agreement. The existence of any claim or cause of action of the Participant against the Company or its Subsidiaries, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of the covenants and agreements that are set forth in this Agreement.
18. Entire Agreement. This Agreement together with the Plan supersede any and all other prior understandings and agreements, either oral or in writing, between the parties with respect to the subject matter hereof and constitute the sole and only agreements between the parties with respect to the said subject matter. All prior negotiations and agreements between the parties with respect to the subject matter hereof are merged into this Agreement. Each party to this Agreement acknowledges that no representations, inducements, promises, or agreements, orally or otherwise, have been made by any party or by anyone acting on behalf of any party, which are not embodied in this Agreement or the Plan and that any agreement, statement or promise that is not contained in this Agreement or the Plan shall not be valid or binding or of any force or effect.
19. Parties Bound. The terms, provisions, and agreements that are contained in this Agreement shall apply to, be binding upon, and inure to the benefit of the parties and their respective heirs, executors, administrators, legal representatives, and permitted successors and assigns, subject to the limitation on assignment expressly set forth herein. No Person shall be permitted to acquire any Awarded Shares without first executing and delivering an agreement in the form satisfactory to the Company making such Person or entity subject to the restrictions on transfer contained herein.
20. Modification. No change or modification of this Agreement shall be valid or binding upon the parties unless the change or modification is in writing and signed by the parties. Notwithstanding the preceding sentence, the Company may amend the Plan to the extent permitted by the Plan.
21. Headings. The headings that are used in this Agreement are used for reference and convenience purposes only and do not constitute substantive matters to be considered in construing the terms and provisions of this Agreement.
22. Gender and Number. Words of any gender used in this Agreement shall be held and construed to include any other gender, and words in the singular number shall be held to include the plural, and vice versa, unless the context requires otherwise.
23. Notice. Any notice required or permitted to be delivered hereunder shall be in writing and shall be deemed to have been given (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); or (c) on the third (3rd) day after the date mailed, by certified or registered mail (in each case, return receipt requested, postage pre-paid). Notices must be sent to the respective parties at the following addresses (or at such other addresses as they have theretofore specified by written notice delivered in accordance herewith:
Notice to the Company shall be addressed and delivered as follows:
Paycom Software, Inc.
7501 W. Memorial Rd.
Oklahoma City, OK 73142
Attn: Chief Financial Officer
Notice to the Participant shall be addressed and delivered as set forth on the signature page.
24. Tax Requirements. The Participant is hereby advised to consult immediately with the Participant’s own tax advisor regarding the tax consequences of this Agreement, the method and timing for filing an election to include this Agreement in income under Section 83(b) of the Code, and the tax consequences of such election. By execution of this Agreement, the Participant agrees that if the Participant makes such an election, the Participant shall provide the Company with written notice of such election in accordance with the regulations promulgated under Section 83(b) of the Code. The Company or, if applicable, any Subsidiary (for purposes of this Section 24, the term “Company” shall be deemed to include any applicable Subsidiary), shall have the right to deduct from all amounts paid in cash or other form in connection with the Plan, any federal, state, local, or other taxes required by law to be withheld in connection with this Award. The Participant receiving shares of Common Stock issued under the Plan shall pay to the Company, in accordance with the provisions of this Section 24, the amount of any taxes that the Company is required to withhold in connection with the Participant’s income arising with respect to this Award. Such payment must be made prior to the delivery of any shares of Common Stock, as follows: (i) if the Participant is a Reporting Participant and/or is subject to the Company’s “Insider Trading Policy” at the time of vesting of Awarded Shares, then the tax withholding obligation must be satisfied by the Company’s withholding of a number of shares to be delivered upon the vesting of such Awarded Shares, which shares so withheld have an aggregate Fair Market Value that equals (but does not exceed) the required tax withholding payment (the “Net Settlement of Shares”), provided that, the Committee (excluding the Participant if the Participant is a member of the Committee) may, in its sole discretion, instead require the satisfaction of the tax withholding obligation in accordance with (ii)(A), (ii)(B) or (ii)(D) below; or (ii) if the Participant is neither a Reporting Participant nor subject to the Company’s “Insider Trading Policy” at the time of vesting of Awarded Shares, then such payment may be made (A) by the delivery of cash to the Company in an amount that equals the required tax withholding obligations of the Company; (B) if the Company, in its sole discretion, so consents in writing, the actual delivery by the Participant to the Company of shares of Common Stock, which shares so delivered have an aggregate Fair Market Value that equals or exceeds (to avoid the issuance of fractional shares) the required
tax withholding payment; (C) if the Company, in its sole discretion, so consents in writing, by the Net Settlement of Shares; or (D) any combination of (A), (B), or (C). The Company may, in its sole discretion, withhold any such taxes from any other cash remuneration otherwise paid by the Company to the Participant.
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[Remainder of Page Intentionally Left Blank.
Signature Page Follows]
IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by its duly authorized officer, and the Participant, to evidence the Participant’s consent and approval of all the terms hereof, has duly executed this Agreement, as of the date specified in Section 1 hereof.
| COMPANY: | ||
| Paycom Software, Inc. | ||
| By: |
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| Name: |
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| Title: |
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| PARTICIPANT: | ||
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| Signature | ||
| Name: | Jason D. Clark | |
| Address: |
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Signature Page to Stock Award Agreement