8-K – 2025-10-14 – payx-20251009.htm

Fulltext

8-K

0000723531 false 0000723531 2025-10-09 2025-10-09

 
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 09, 2025

 
 
Paychex, Inc.
(Exact name of Registrant as Specified in Its Charter)
 
 

Delaware

0-11330

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

 

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 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. ☐
 

I tem 5.07 Submission of Matters to a Vote of Security Holders
 
The 2025 Annual Meeting of Stockholders of Paychex, Inc. (the “Company”) was held on October 09, 2025, via live webcast, for the following purposes: (i) to elect the ten (10) director nominees named in the Company’s Proxy Statement to serve as members of the Board of Directors of the Company for a one-year term and until their respective successors are elected and qualified; (ii) to hold a non-binding advisory vote on the compensation of the Company’s named executive officers; and (iii) to ratify the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2026.

There were present at the Annual Meeting, either in person or by proxy, holders of 322,916,274 shares of common stock entitled to vote.
 
Results of stockholder voting are as follows:
 
Proposal 1: Election of Directors
 
Each of the 10 nominees for director was duly elected, with votes as follows:
 

 

For

 

 

Against

 

 

Abstain

 

 

Broker Non-Votes

 

Martin Mucci

 

274,003,034

 

 

 

12,387,949

 

 

 

254,109

 

 

 

36,271,182

 

Thomas F. Bonadio

 

281,982,967

 

 

 

4,329,866

 

 

 

332,259

 

 

 

36,271,182

 

Joseph G. Doody

 

268,973,833

 

 

 

17,377,558

 

 

 

293,701

 

 

 

36,271,182

 

John B. Gibson

 

281,686,797

 

 

 

4,598,590

 

 

 

359,705

 

 

 

36,271,182

 

Pamela A. Joseph

 

265,750,756

 

 

 

20,619,457

 

 

 

274,879

 

 

 

36,271,182

 

Theresa M. Payton

 

282,748,290

 

 

 

3,593,628

 

 

 

303,174

 

 

 

36,271,182

 

Kevin A. Price

 

277,432,037

 

 

 

8,719,297

 

 

 

493,758

 

 

 

36,271,182

 

Joseph M. Tucci

 

269,884,383

 

 

 

16,465,489

 

 

 

295,220

 

 

 

36,271,182

 

Joseph M. Velli

 

275,480,474

 

 

 

10,827,791

 

 

 

336,827

 

 

 

36,271,182

 

Kara Wilson

 

282,675,567

 

 

 

3,621,081

 

 

 

348,444

 

 

 

36,271,182

 

 
Proposal 2: Advisory Vote to Approve Named Executive Officer Compensation
 
The non-binding advisory vote on the compensation of the Company’s named executive officers was approved, with votes as follows:
 

 

For

 

 

Against

 

 

Abstain

 

 

Broker Non-Votes

 

 

 

275,491,813

 

 

 

10,038,236

 

 

 

1,115,043

 

 

 

36,271,182

 

 
Proposal 3: Ratification of Selection of PricewaterhouseCoopers LLP as the Company's Independent Registered Public Accounting Firm
 
The selection of PricewaterhouseCoopers LLP as the Company’s independent registered accounting firm for fiscal year 2026 was ratified, with votes as follows:
 

 

 

For

 

 

Against

 

 

Abstain

 

 

 

 

 

318,217,078

 

 

 

4,314,110

 

 

 

385,086

 

 
 

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 14, 2025

By:

s/ Prabha Sipi Bhandari

 

 

 

Prabha Sipi Bhandari
Chief Legal Officer, Chief Ethics Officer, and Secretary