Paycom Software, Inc 8-K, filed May 7, 2021
Paycom Software, Inc. (PAYC)
About this 8-K
Paycom Software, Inc filed this 8-K on May 7, 2021, reporting on events of May 3, 2021.
Items reported
- Item 5.07: Shareholder vote results
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
Paycom Software, Inc. (the “Company”) held its 2021 Annual Meeting of Stockholders (the “Annual Meeting”) on May 3, 2021. A total of 54,098,603.09 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 April 1, 2021.
Proposal 1: Election of two Class II directors, each to serve until the date of the 2024 annual meeting of stockholders and until his successor has been duly elected and qualified, or his earlier death, resignation or removal
| Nominees |
Votes Cast For |
Votes Withheld |
Broker Non-Votes | |||
| Robert J. Levenson |
25,473,504.82 | 24,458,925.28 | 4,166,173.00 | |||
| Frederick C. Peters II |
17,559,733.81 | 32,372,696.28 | 4,166,173.00 |
Mr. Peters received a greater number of votes “withheld” from his election than votes “for” such election and, pursuant to the Paycom Software, Inc. Corporate Governance Guidelines (the “Corporate Governance Guidelines”), conditionally tendered his resignation to the Board of Directors of the Company (the “Board”), with the effectiveness of such resignation being conditioned on the Board’s acceptance of such resignation in accordance with the Corporate Governance Guidelines. The disinterested members of the nominating and corporate governance committee of the Board (the “Committee”) held a meeting to consider Mr. Peters’s resignation offer and recommend to the Board whether to accept or reject such resignation offer. The disinterested members of the Committee concluded that accepting Mr. Peters’s resignation is not in the best interests of the Company and recommended that the Board reject Mr. Peters’s resignation offer. The Board acted on the recommendation of the disinterested members of the Committee and determined to reject Mr. Peters’s resignation and reaffirm his appointment as a Class II director. Mr. Peters did not participate in the Committee nor full Board discussions.
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, 2021
| Votes Cast For |
Votes Cast Against |
Abstentions | ||
| 53,638,881.05 |
345,172.21 | 114,549.84 |
Proposal 3: Approval, on an advisory basis, of the compensation of the Company’s named executive officers
| Votes Cast For |
Votes Cast Against |
Abstentions |
Broker Non-Votes | |||
| 15,074,953.23 |
34,712,780.80 | 144,696.07 | 4,166,173.00 |
Proposal 4: Approval, on an advisory basis, of a stockholder proposal requesting that the Board prepare a diversity report
| Votes Cast For |
Votes Cast Against |
Abstentions |
Broker Non-Votes | |||
| 37,378,982.53 |
2,473,662.51 | 10,079,785.06 | 4,166,173.00 |
| Item 7.01 | Regulation FD Disclosure. |
On May 7, 2021, the Company issued a press release announcing the rejection of Mr. Peters’s conditional resignation, a copy of which is attached to this Current Report on Form 8-K as Exhibit 99.1.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
Description of Exhibit | |
| 99.1 | Press Release issued May 7, 2021. | |
| 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: May 7, 2021 | By: | /s/ Craig E. Boelte | ||||
| Name: | Craig E. Boelte | |||||
| Title: | Chief Financial Officer | |||||
Exhibit 99.1
Paycom Rejects Conditional Resignation of Frederick C. Peters II as a Director
OKLAHOMA CITY – Paycom Software, Inc. (“Paycom” or the “Company”) (NYSE: PAYC), a leading provider of comprehensive, cloud-based human capital management software, today announced that the Board of Directors of the Company (the “Board”) has accepted the recommendation of the nominating and corporate governance committee of the Board (the “nominating and corporate governance committee”) to reject the resignation offer of Frederick C. Peters II.
At the Company’s 2021 Annual Meeting of Stockholders, Mr. Peters received a greater number of votes “withheld” from his election to the Board than votes “for” such election. Pursuant to the Paycom Software, Inc. Corporate Governance Guidelines, Mr. Peters tendered his conditional resignation.
The disinterested members of the nominating and corporate governance committee held a meeting primarily dedicated to discussing this issue. The disinterested members of the nominating and corporate governance committee then discussed their recommendation with the full Board. Mr. Peters did not participate in the nominating and corporate governance committee nor full Board discussions. The Board and the disinterested members of the nominating and corporate governance committee evaluated Mr. Peters’s contributions to the Board over his seven years of service to the Company, including in the role of lead independent director since August 2016.
The Board believes that Mr. Peters’s financial and investment expertise, senior executive experience, broad industry knowledge, deep institutional expertise, track record of high engagement, history of valuable contributions to each of the Board committees, and his experience as a member of the board of directors of a public company are valuable to the Company.
Accordingly, the disinterested members of the nominating and corporate governance committee have concluded that accepting Mr. Peters’s resignation is not in the best interests of the Company and recommended that the Board reject Mr. Peters’s resignation offer. The Board then acted on the recommendation of the disinterested members of the nominating and corporate governance committee and determined to reject Mr. Peters’s resignation and reaffirm his appointment as a Class II director. As a result, Mr. Peters will continue to serve as a Class II director and lead independent director, as well as a member of the audit committee, the compensation committee and the nominating and corporate governance committee.
About Paycom
As a leader in payroll and HR technology, Oklahoma City-based Paycom redefines the human capital management industry by allowing companies to effectively navigate a rapidly changing business environment. Its cloud-based software solution is based on a core system of record maintained in a single database for all human capital management functions, providing the functionality that businesses need to manage the complete employment life cycle, from recruitment to retirement. Paycom has the ability to serve businesses of all sizes and in every industry. As one of the leading human capital management providers, Paycom serves clients in all 50 states from offices across the country.
Contact
Paycom Software, Inc.
Investor Relations Contact:
James Samford, 800-580-4505
investors@paycom.com
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