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: July 7, 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 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
On July 8, 2021, Paychex, Inc. (the “Company”) announced that the Board of Directors (the “Board”) has voted to expand to ten members and has appointed Kevin A. Price to fill the newly created position. The Company’s press release dated July 8, 2021, announcing the appointment of Mr. Price, is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
Mr. Price is the founder and president of KAP Holdings, LLC d/b/a PartsScription^TM^, which he founded in 2006. KAP Holdings is a leading wholesaler and distributor of equipment, products, and parts with an innovative ecommerce platform, serving as a parts aggregator for the retail hardware industry.
Prior to the founding of KAP Holdings, he was Vice President Customer Care Network for Sears Holdings Corporation, responsible for general management for several business units, including Service Contracts Aftermarket, Parts Direct, Sears Repair Services, and Sears/Kmart online sales and operations. With more than 35 years of experience, Mr. Price has also served in senior leadership positions with Ameritech Corporation and Dun & Bradstreet Corporation.
In addition to his extensive professional experience, Mr. Price has served on the Business School Advisory Board for Dominican University and the College of Business and Public Administration Advisory Council for Drake University. He is also a board member emeritus for Link Unlimited, a nonprofit organization that connects high-potential Black students in Chicago to college and beyond.
The Board appointed Mr. Price to his position on July 7, 2021. He has been appointed to serve on the Audit Committee of the Board. There is no other arrangement or understanding between Mr. Price and any other persons as it relates to his appointment. Mr. Price is not and has not been a participant, or had any interest, in any transaction with the Company that is reportable under Item 404(a) of Regulation S-K since the beginning of the Company’s last fiscal year.
ITEM 8.01 OTHER EVENTS
On July 8, 2021, the Company announced that the Board approved a program to repurchase up to $400 million of Paychex common stock with authorization expiring on January 31, 2024. The Board voted to authorize the repurchase program on July 7, 2021. This repurchase program is in addition to the existing program with authorization expiring on May 31, 2022. Also on July 8, 2021, the Company announced a quarterly dividend of $0.66 per share payable August 26, 2021 to shareholders of record as of August 2, 2021. The Company’s press release dated July 8, 2021, announcing the repurchase program and dividend is furnished as Exhibit 99.2 to this Current Report on Form 8-K.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
Exhibit Description
| Exhibit 99.1 | Press Release of Paychex, Inc. dated July 8, 2021 |
|---|---|
| Exhibit 99.2 | Press Release of Paychex, Inc. dated July 8, 2021 |
| Exhibit 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: | July 8, 2021 | /s/ Martin Mucci |
| Martin Mucci | ||
| President and Chief Executive Officer | ||
| Date: | July 8, 2021 | /s/ Efrain Rivera |
| Efrain Rivera | ||
| Senior Vice President, Chief Financial Officer, and Treasurer |
Exhibit\_99.1
EXHIBIT 99.1
PRESS RELEASE OF PAYCHEX, INC. DATED JULY 8, 2021
For Immediate Release
Paychex Expands Board of Directors, Appoints New Member
Experienced executive and entrepreneur Kevin A. Price appointed to Paychex Board of Directors
Rochester, N.Y. (July 8, 2021) – Paychex, Inc., the HR software and services company that provides the power of simplicity for increasingly complex workplaces, today announced that the company’s Board of Directors has voted to expand to 10 members from 9 members. The Board has appointed Kevin A. Price to fill the new position. Mr. Price is the founder and president of PartsScriptionTM, an innovative ecommerce platform helping national and regional retailers to significantly expand their product and parts capabilities.
Mr. Price is an experienced executive and entrepreneur who has leveraged his significant P&L experience and agile leadership to drive business success. In 2006, he founded PartsScription, developing the brand, supply chain, and multi-category web platform that aggregates 9 million parts into a single search and order platform to improve selection, service, and profitability for retail hardware stores. Prior to that, he was Customer Care Network vice president for Sears Holdings Corporation, responsible for P&L and general management for over $1 billion in business units, including Service Contracts Aftermarket, Parts Direct , Sears Repair Services, and Sears/Kmart online sales and operations. With more than 35 years of experience, Mr. Price has also served in senior leadership positions with Ameritech Corporation and Dun & Bradstreet.
“Not only is Kevin a strategic executive, but he is a successful entrepreneur whose experience building his own business is representative of many clients Paychex serves today,” said Paychex president and CEO Martin Mucci. “His insight and knowledge will make him a valuable addition to the Paychex Board of Directors.”
In addition to his extensive professional experience, Mr. Price has served on the Business School Advisory Board for Dominican University and the College of Business and Public Administration Advisory Council for Drake University. He is also an emirtus board member for Link Unlimited, a nonprofit organization that connects high-potential Black students in Chicago to college and beyond.
Mr. Price holds a bachelor’s degree in finance from DePaul University and earned a master’s degree in business administration from the University of Chicago.
Mr. Price’s appointment to the Paychex Board of Directors is effective immediately.
About Paychex
Paychex, Inc. (Nasdaq:PAYX) is a leading provider of integrated human capital management solutions for payroll, benefits, human resources, and insurance services. By combining its innovative software-as-a-service technology and mobility platform with dedicated, personal service, Paychex empowers small- and medium-sized business owners to focus on the growth and management of their business. Backed by 50 years of industry expertise, Paychex serves more than 710,000 payroll clients as of May 31, 2021 across more than
EXHIBIT 99.1
PRESS RELEASE OF PAYCHEX, INC. DATED JULY 8, 2021
100 locations in the U.S. and Europe, and pays one out of every 12 American private sector employees. Learn more about Paychex by visiting paychex.com and stay connected on Twitter (www.twitter.com/paychex) and LinkedIn (www.linkedin.com/company/paychex).
Media Contact Lisa Fleming
Public Relations Manager
Paychex, Inc.
(585) 387-6402
lfleming@paychex.com @Paychex
Exhibit 99.2
EXHIBIT 99.2
PRESS RELEASE OF PAYCHEX, INC. DATED JULY 8, 2021
For Immediate Release
Paychex Declares Quarterly Dividend and Authorizes
$400 Million Stock Repurchase
Rochester, N.Y. (July 8, 2021) – Paychex, Inc. (Nasdaq: PAYX), the HR software and services company that provides the power of simplicity for increasingly complex workplaces, today announced a quarterly dividend of $.66 per share payable August 26, 2021. The dividend is available to shareholders of record as of August 2, 2021.
Paychex also announced the company’s board of directors have authorized the purchase of up to $400 million of its common stock. The authorization expires January 31, 2024.
“At Paychex, we take great pride in the company’s history of providing exceptional shareholder value. Today’s dividend and stock repurchase announcement are an illustration of that commitment and positions us to continue to make strategic investments in the long-term growth of Paychex,” said Martin Mucci, Paychex president and CEO.
In fiscal 2021, ended May 31, 2021, Paychex returned $909 million in dividends, or 83% of net income, to shareholders.
About Paychex
Paychex, Inc. (Nasdaq:PAYX) is a leading provider of integrated human capital management solutions for payroll, benefits, human resources, and insurance services. By combining its innovative software-as-a-service technology and mobility platform with dedicated, personal service, Paychex empowers small- and medium-sized business owners to focus on the growth and management of their business. Backed by 50 years of industry expertise, Paychex serves more than 710,000 payroll clients as of May 31, 2021 across more than 100 locations in the U.S. and Europe, and pays one out of every 12 American private sector employees. Learn more about Paychex by visiting paychex.com and stay connected on Twitter (www.twitter.com/paychex) and LinkedIn (www.linkedin.com/company/paychex).
Media Contact Lisa Fleming
Public Relations Manager
Paychex, Inc.
(585) 387-6402
lfleming@paychex.com @Paychex