8-K
PAYCHEX INC (PAYX)
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: October 14, 2021
(Date of earliest event reported)
PAYCHEX, INC.
(Exact name of registrant as specified in its charter)
| DELAWARE | 0-11330 | 16-1124166 |
|---|---|---|
| (State or other jurisdiction<br><br>of incorporation) | (Commission<br><br>File Number) | (IRS Employer<br><br>Identification Number) |
| 911 PANORAMA TRAIL SOUTH,<br><br>ROCHESTER, NY | 14625-2396 | |
| --- | --- | |
| (Address of principal executive offices) | (Zip Code) |
(585) 385-6666
(Registrant’s telephone number, including area code)
N/A
(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 checkmark 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 |
|---|
(a)The Annual Meeting of Stockholders was held on October 14, 2021.
(b)There were present at the meeting, either in person or by proxy, holders of 318,012,217 shares of common stock entitled to vote. Stockholders elected the ten nominees, constituting our entire Board of Directors, to hold office until the next Annual Meeting of Stockholders in 2021; approved the advisory vote on named executive officer compensation; and ratified the selection of our independent registered public accounting firm.
Results of stockholder voting are as follows:
| Broker | ||||
|---|---|---|---|---|
| Election of Directors | For | Against | Abstain | Non-Votes |
| B. Thomas Golisano | 272,190,760 | 9,617,888 | 383,567 | 35,820,002 |
| Thomas F. Bonadio | 277,503,936 | 4,258,933 | 429,346 | 35,820,002 |
| Joseph G. Doody | 276,461,236 | 5,282,625 | 448,354 | 35,820,002 |
| David J.S. Flaschen | 253,811,671 | 27,940,961 | 439,583 | 35,820,002 |
| Pamela A. Joseph | 272,488,965 | 9,352,079 | 351,171 | 35,820,002 |
| Martin Mucci | 278,125,477 | 3,721,196 | 345,542 | 35,820,002 |
| Kevin A. Price | 281,133,785 | 591,340 | 467,090 | 35,820,002 |
| Joseph M. Tucci | 251,274,262 | 30,470,330 | 447,623 | 35,820,002 |
| Joseph M. Velli | 265,504,716 | 16,249,254 | 438,245 | 35,820,002 |
| Kara Wilson | 277,768,979 | 4,070,553 | 352,683 | 35,820,002 |
| Advisory Vote to Approve Named Executive | Broker | |||
| --- | --- | --- | --- | --- |
| Officer Compensation | For | Against | Abstain | Non-Votes |
| 190,219,035 | 90,857,662 | 1,115,518 | 35,820,002 | |
| Ratification of Selection of PriceWaterhouseCoopers LLP | ||||
| --- | --- | --- | --- | |
| as the Company's Independent Registered Public | ||||
| Accounting Firm | For | Against | Abstain | |
| 316,486,354 | 1,034,838 | 491,025 | ||
| ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS | |||
| --- | --- | |||
| Exhibit<br><br>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 thereunto duly authorized.
| PAYCHEX, INC. | ||
|---|---|---|
| Date: | October 15, 2021 | /s/ Martin Mucci |
| Martin Mucci | ||
| President and Chief Executive Officer | ||
| Date: | October 15, 2021 | /s/ Efrain Rivera |
| Efrain Rivera | ||
| Senior Vice President, Chief Financial Officer, and Treasurer |