Paychex shareholders reject special-meeting proposal

Holders of 324,320,880 common shares entitled to vote were represented in person or by proxy at the annual meeting.

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Form Type

8-K

Rhea-AI Filing Summary

Paychex, Inc. reported that all ten director nominees—Martin Mucci, Thomas F. Bonadio, Joseph G. Doody, John B. Gibson, J. Michael Hansen, Pamela A. Joseph, Theresa M. Payton, Kevin A. Price, Joseph M. Tucci and Joseph M. Velli—were elected at its October 15, 2026 annual meeting. The non-binding advisory vote on named executive officer compensation was approved, with 281,426,667 votes for; PricewaterhouseCoopers LLP’s selection as independent registered public accounting firm for fiscal year 2027 was ratified, with 321,717,754 votes for.

A stockholder proposal regarding an attainable stockholder right to call a special meeting was not approved: 142,899,210 votes for and 146,541,000 against.

Key Figures

Shares represented: 324,320,880 shares Director nominees elected: 10 nominees Votes for executive compensation: 281,426,667 votes +3 more

6 metrics

Shares represented 324,320,880 shares Common shares entitled to vote, represented in person or by proxy at the annual meeting

Director nominees elected 10 nominees Each nominee was elected to a one-year term

Votes for executive compensation 281,426,667 votes Non-binding advisory vote

Votes for auditor ratification 321,717,754 votes PricewaterhouseCoopers LLP selection for fiscal year 2027

Votes for special-meeting proposal 142,899,210 votes Proposal was not approved

Votes against special-meeting proposal 146,541,000 votes Proposal was not approved

Key Terms

non-binding advisory vote, Broker Non-Votes, independent registered public accounting firm

3 terms

non-binding advisory vote regulatory

"non-binding advisory vote on the compensation"

A non-binding advisory vote is a shareholder vote that expresses investors’ opinion on a proposal (such as executive pay, corporate policy, or governance practices) but does not legally force the company to act. Think of it like a customer survey: it signals whether owners approve or disapprove and can pressure boards and managers to change course, so investors watch the result as an indicator of governance risk and potential future shifts in company strategy or leadership.

Broker Non-Votes regulatory

"Broker Non-Votes"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

independent registered public accounting firm regulatory

"independent registered public accounting firm for fiscal year 2027"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

FAQ

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

Did PAYX stockholders approve the special-meeting-rights proposal?

No. PAYX stockholders did not approve the proposal regarding an attainable stockholder right to call a special meeting: 142,899,210 votes were for and 146,541,000 were against. The vote also included 1,435,808 abstentions and 33,444,862 broker non-votes.

Did PAYX shareholders approve executive compensation?

Yes. The non-binding advisory vote on named executive officer compensation was approved, with 281,426,667 votes for and 8,734,702 against; 714,649 abstained and 33,444,862 were broker non-votes.

Which accounting firm did PAYX stockholders ratify for fiscal 2027?

PAYX stockholders ratified PricewaterhouseCoopers LLP’s selection as independent registered public accounting firm for fiscal year 2027. The vote included 321,717,754 for, 2,376,672 against and 226,454 abstentions.

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

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Available on EDGAR 10/16/2026 - 04:02 PM EDT Accepted by SEC EDGAR 10/16/2026 - 04:01 PM EDT

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 15, 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 5.07 Submission of Matters to a Vote of Security Holders

The 2026 Annual Meeting of Stockholders of Paychex, Inc. (the “Company”) was held on October 15, 2026, 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; (iii) to ratify the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2027, and (iv) to vote on a stockholder proposal regarding an attainable stockholder right to call a special meeting.

There were present at the Annual Meeting, either in person or by proxy, holders of 324,320,880 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		283,224,003		7,294,315		357,700		33,444,862
Thomas F. Bonadio		286,780,074		3,870,562		225,382		33,444,862
Joseph G. Doody		273,598,550		16,663,752		613,716		33,444,862
John B. Gibson		287,949,503		2,628,882		297,633		33,444,862
J. Michael Hansen		287,077,060		3,560,234		238,724		33,444,862
Pamela A. Joseph		267,822,454		22,743,001		310,563		33,444,862
Theresa M. Payton		288,366,587		2,285,362		224,069		33,444,862
Kevin A. Price		278,884,599		11,225,643		765,776		33,444,862
Joseph M. Tucci		274,463,999		15,785,926		626,093		33,444,862
Joseph M. Velli		284,012,383		6,624,478		239,157		33,444,862

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
	281,426,667		8,734,702		714,649		33,444,862

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 public accounting firm for fiscal year 2027 was ratified, with votes as follows:


For		Against		Abstain
	321,717,754		2,376,672		226,454

Proposal 4: Shareholder Proposal Regarding an Attainable Shareholder Right to Call a Special Meeting

The stockholder proposal regarding an attainable stockholder right to call a special meeting was not approved, with votes as follows:


For		Against		Abstain		Broker Non-Votes
	142,899,210		146,541,000		1,435,808		33,444,862

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 16, 2026	By:	s/ Todd K. Card
			Todd K. Card Deputy General Counsel, Interim Chief Legal Officer

Source: View Original Filing on SEC EDGAR

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