Paychex (NASDAQ: PAYX) director Kara Wilson not seeking re-election

Q: What did Paychex (PAYX) disclose about director Kara Wilson?

Paychex reported that Kara Wilson notified the Board on July 16, 2026, that she will not stand for re-election at the 2026 annual meeting. Her departure is described as voluntary and not due to any disagreement over operations, policies, or practices.

Q: When will Kara Wilson leave the Paychex (PAYX) Board of Directors?

Kara Wilson will leave the Paychex Board at the 2026 annual meeting , when her current term expires. She will continue serving as a director until that meeting, after which she will no longer be on the Board.

Q: How will the Paychex (PAYX) board size change after Kara Wilson’s departure?

The Paychex Board will shrink from 11 to 10 directors . The Board decided to reduce its size effective immediately upon the expiration of Kara Wilson’s term at the 2026 annual meeting, rather than filling her seat with a new director.

Q: Did Kara Wilson’s decision involve any disagreement with Paychex (PAYX)?

No. Paychex states that Kara Wilson’s decision did not result from any disagreement with the company on matters relating to operations, policies, or practices. The disclosure explicitly clarifies the absence of any such dispute.

Q: Who signed the Paychex (PAYX) report about the board change?

The report was signed on July 21, 2026, by Prabha Sipi Bhandari , who serves as Chief Legal Officer, Chief Ethics Officer, and Secretary of Paychex. This signature reflects the company’s authorized officer attesting to the disclosure.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Paychex, Inc. disclosed a planned change to its Board of Directors. On July 16, 2026, director Kara Wilson notified the Board that she will not stand for re-election at the company’s 2026 annual meeting of stockholders. Her current term will continue until that meeting.

In connection with her departure, the Board determined to reduce its size from 11 to 10 directors, effective immediately upon the expiration of Ms. Wilson’s term at the 2026 annual meeting. The company states that Ms. Wilson’s decision did not result from any disagreement regarding operations, policies, or practices.

8-K Event Classification

2 items: 5.02, 9.01

2 items

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.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Board size before change: 11 directors Board size after change: 10 directors Notice date: July 16, 2026 +1 more

4 metrics

Board size before change 11 directors Size of the Board of Directors before the 2026 Annual Meeting

Board size after change 10 directors Board size effective upon expiration of Kara Wilson’s term at the 2026 Annual Meeting

Notice date July 16, 2026 Date Kara Wilson informed the Board she would not stand for re-election

Signature date July 21, 2026 Date the report was signed by a Paychex officer

Key Terms

Emerging growth company, Inline XBRL, Board of Directors

3 terms

Emerging growth company regulatory

"Rule 12b-2 of the Securities Exchange Act of 1934 ... Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Inline XBRL technical

"Exhibit 104 | The cover page ... formatted in Inline XBRL"

Inline XBRL is a file format for financial filings that embeds machine-readable data tags directly inside the human-readable report, so the same document can be read by people and parsed by software. For investors it makes extracting, comparing and verifying financial numbers faster and more reliable—like a grocery list where each item also has a barcode—reducing manual errors and speeding up analysis.

Board of Directors regulatory

"Kara Wilson notified the Board of Directors of Paychex, Inc."

The Board of Directors is a group of people chosen by a company's owners to help make big decisions and oversee how the company is run. They act like a team of advisors or managers, making sure the company stays on track and meets its goals. Their choices can influence the company's success and how it grows.

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

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Understanding 8-K Material Events →

Available on EDGAR 07/21/2026 - 04:04 PM Accepted by SEC EDGAR 07/21/2026 - 04:03 PM

FAQ

What did Paychex (PAYX) disclose about director Kara Wilson?

Paychex reported that Kara Wilson notified the Board on July 16, 2026, that she will not stand for re-election at the 2026 annual meeting. Her departure is described as voluntary and not due to any disagreement over operations, policies, or practices.

When will Kara Wilson leave the Paychex (PAYX) Board of Directors?

Kara Wilson will leave the Paychex Board at the 2026 annual meeting, when her current term expires. She will continue serving as a director until that meeting, after which she will no longer be on the Board.

How will the Paychex (PAYX) board size change after Kara Wilson’s departure?

The Paychex Board will shrink from 11 to 10 directors. The Board decided to reduce its size effective immediately upon the expiration of Kara Wilson’s term at the 2026 annual meeting, rather than filling her seat with a new director.

Did Kara Wilson’s decision involve any disagreement with Paychex (PAYX)?

No. Paychex states that Kara Wilson’s decision did not result from any disagreement with the company on matters relating to operations, policies, or practices. The disclosure explicitly clarifies the absence of any such dispute.

Who signed the Paychex (PAYX) report about the board change?

The report was signed on July 21, 2026, by Prabha Sipi Bhandari, who serves as Chief Legal Officer, Chief Ethics Officer, and Secretary of Paychex. This signature reflects the company’s authorized officer attesting to the disclosure.

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): July 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 July 16, 2026, Kara Wilson notified the Board of Directors (the “Board”) of Paychex, Inc. (the “Company”) of her decision not to stand for re-election at the Company’s annual meeting of stockholders in 2026 (the “Annual Meeting”). The Board determined to reduce its size from 11 to 10 directors, effective immediately upon the expiration of Ms. Wilson’s term at the Annual Meeting. Ms. Wilson’s decision did not result from any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

Item 9.01 Financial Statements and Exhibits.

(d.)


Exhibit	Description
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:	July 21, 2026	By:	/s/ Prabha Sipi Bhandari
			Prabha Sipi Bhandari Chief Legal Officer, Chief Ethics Officer, and Secretary

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

1 document