Paychex Adds Director and OKs $1B Share Buyback

Paychex, Inc. reported that its Board of Directors has expanded to eleven members and appointed J. Michael Hansen as an independent director, effective January 16, 2026.

Rhea-AI Filing Summary

Paychex, Inc. reported that its Board of Directors has expanded to eleven members and appointed J. Michael Hansen as an independent director, effective January 16, 2026. Hansen, the former Executive Vice President and Chief Financial Officer of Cintas Corporation, will serve on the Audit Committee and receive the same compensation as other non-employee directors.

Paychex also disclosed that on January 16, 2026 the Board approved a new program to repurchase up to $1 billion of the company’s common stock. This authorization replaces the prior 2024 stock repurchase authorization of $400 million, increasing the potential amount of shares the company may buy back.

Insights

Equity and governance analyst

Paychex boosts capital return capacity with a larger buyback and adds a financially seasoned independent director.

The Board approved a new program to repurchase up to $1 billion of common stock, replacing a prior $400 million authorization from 2024. A larger repurchase capacity can reduce share count over time, depending on execution, and often reflects a board’s willingness to return capital when internal cash generation permits it.

The appointment of J. Michael Hansen as an independent director brings long tenure and financial experience, including more than 10 years as Executive Vice President & Chief Financial Officer of Cintas and prior audit experience. His assignment to the Audit Committee aligns with that background and may strengthen financial oversight and reporting governance.

8-K Event Classification

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers

1 item

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Paychex (PAYX) announce regarding its board of directors?

Paychex announced that its Board of Directors has expanded to eleven members and appointed J. Michael Hansen as an independent director, effective January 16, 2026.

Who is J. Michael Hansen, the new independent director at Paychex (PAYX)?

J. Michael Hansen previously served for more than 10 years as Executive Vice President & Chief Financial Officer of Cintas Corporation, held other senior roles there over a 30-year tenure, and earlier worked as a senior auditor with Ernst & Young and Rockwell Corporation.

What board committee will J. Michael Hansen serve on at Paychex (PAYX)?

The Board appointed J. Michael Hansen to serve on the Audit Committee, reflecting his extensive financial and accounting background.

Did Paychex (PAYX) disclose any related-party transactions involving J. Michael Hansen?

Paychex stated that Mr. Hansen is not and has not been a participant, or had any interest, in any transaction with the company reportable under Item 404(a) of Regulation S-K since the beginning of the company’s last fiscal year.

What new stock repurchase authorization did Paychex (PAYX) approve?

On January 16, 2026, the Board approved a program to repurchase up to $1 billion of Paychex common stock.

How does Paychex’s new buyback compare to its prior authorization?

The new authorization to repurchase up to $1 billion of common stock replaces the company’s existing 2024 authorization to repurchase $400 million of common stock.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 01/20/2026 - 09:05 AM EST Learn about SEC filing dates

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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): January 16, 2026

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. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 20, 2026, Paychex, Inc. (the "Company") announced that the Board of Directors (the "Board") has voted to expand to eleven members and has appointed J. Michael Hansen, to fill the newly created position as an independent director. Mr. Hansen will participate in the Company's compensation arrangement generally applicable to all of the Company's non-employee directors. The Company’s press release dated January 20, 2026, announcing the appointment of Mr. Hansen, is filed as Exhibit 99.1 to this Current Report on Form 8-K.

Mr. Hansen brings deep financial expertise, having served as Executive Vice President & Chief Financial Officer ("CFO") of Cintas Corporation (NASDAQ: CTAS) for more than 10 years. Upon his retirement as CFO in May 2025, Mr. Hansen transitioned to a new role as Assistant to the Chief Executive Officer of Cintas.

In addition to his prior role as CFO of Cintas, Mr. Hansen held various other significant positions at the company during his 30 year tenure, contributing to his comprehensive understanding of financial operations and strategy. While at Cintas, Mr. Hansen served on the Board of Directors of Paycor HCM, Inc. ("Paycor") from 2008 to 2018. Paychex acquired Paycor in April 2025. Prior to his tenure at Cintas, Mr. Hansen served as a senior auditor with Ernst & Young and Rockwell Corporation.

Mr. Hansen holds a B.S. degree in Business Administration, with a concentration in accounting, from Washington University in St. Louis.

The Board appointed Mr. Hansen to his position on January 16, 2026. He has been appointed to serve on the Audit Committee of the Board. There is no other arrangement or understanding between Mr. Hansen and any other persons as it relates to his appointment. Mr. Hansen 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 January 16, 2026, the Company announced that the Board approved a program to repurchase up to $1 billion of the Company's common stock. This authorization replaces the Company's existing 2024 authorization to repurchase $400 million of the Company's common stock. The Company's press release dated January 16, 2026, announcing the stock repurchase authorization and quarterly dividend is furnished as Exhibit 99.2 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d.)

Exhibit	Description
Exhibit 99.1	Press Release of Paychex, Inc. dated January 20, 2026
Exhibit 99.2	Press Release of Paychex, Inc. dated January 16, 2026
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 hereunto duly authorized.

			PAYCHEX, INC.
Date:	January 20, 2026	By:	/s/ Prabha Sipi Bhandari
			Prabha Sipi Bhandari Chief Legal Officer, Chief Ethics Officer, and Secretary