[8-K] PAYCHEX INC Reports Material Event

Rhea-AI Filing Summary

Paychex, Inc. reported the results of its 2025 Annual Meeting of Stockholders held on October 09, 2025 via live webcast. Holders of 322,916,274 shares of common stock were present in person or by proxy.

All ten director nominees were elected to one-year terms. The non-binding advisory vote on named executive officer compensation was approved with 275,491,813 votes for, 10,038,236 against, and 1,115,043 abstentions, with 36,271,182 broker non-votes.

Stockholders also ratified the selection of PricewaterhouseCoopers LLP as the independent registered public accounting firm for fiscal year 2026, with 318,217,078 votes for, 4,314,110 against, and 385,086 abstentions.

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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): 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. ☐

Item 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