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PAYX · Paychex

239 filings

8-K

PAYX 8-K Current Reports

Paychex - 239 current reports

Filing record · 2016–202610-K1110-Q328-K99

PAYX filed 11 annual reports (10-K), 32 quarterly reports (10-Q) and 99 current reports (8-K) between 2016 and 2026.

  1. Leadership change8-K · Jul ’17Jul ’17
  2. Material agreement8-K · Aug ’19Aug ’19
  3. Material agreement8-K · Sep ’21Sep ’21
  4. Leadership change8-K · Jul ’25Jul ’25
Showing 1-50 of 239 filings
8-K
Shareholder Matters

Paychex 8-K Report, Shareholder Vote Results (Oct 16, 2026)

Paychex, Inc. (PAYX) reported the results of its 2026 Annual Meeting of Stockholders, held October 15, 2026 via live webcast. Holders of 324,320,880 shares of common stock entitled to vote were present in person or by proxy. Stockholders voted on four matters: the election of ten director nominees for one-year terms, a non-binding advisory vote on named executive officer compensation, ratification of PricewaterhouseCoopers LLP as the independent registered public accounting firm for fiscal year 2027, and a stockholder proposal regarding an attainable stockholder right to call a special meeting. All ten director nominees were elected. The advisory vote on executive compensation was approved, and the selection of PricewaterhouseCoopers LLP was ratified. The stockholder proposal on the right to call a special meeting was not approved, with 142,899,210 votes for, 146,541,000 against, 1,435,808 abstentions, and 33,444,862 broker non-votes. Among the directors, Joseph G. Doody received the fewest votes in favor (273,598,550) and the most votes against (16,663,752) of the nominees, though he was still elected. The filing reports vote counts only and does not describe any board changes or other corporate actions.

Oct 16, 20268-K
Earnings & Results

Paychex 8-K Report, Financial Results (Sep 23, 2026)

Paychex, Inc. reported results for its first quarter of fiscal 2027, the three months ended August 31, 2026, in a press release furnished as Exhibit 99.1 to this Form 8-K. Total revenue rose 6% to $1,630.5 million, with Management Solutions revenue up 4% to $1,213.1 million and PEO and Insurance Solutions revenue up 12% to $367.6 million. Operating income grew 14% to $619.2 million, and operating margin was 38.0% compared with 35.2% a year earlier. Net income increased 12% to $429.7 million, and diluted earnings per share rose 14% to $1.21. Management attributed the operating income growth primarily to revenue growth and lower acquisition-related costs. On a non-GAAP basis, adjusted operating income grew 9% to $684.7 million, adjusted operating margin was 42.0% versus 40.7%, and adjusted diluted earnings per share rose 10% to $1.34. Cash flow from operations was $413.5 million, compared with $718.4 million in the prior-year period, and dividends paid totaled $424.1 million, or $1.19 per share. As of August 31, 2026, long-term borrowings, net of debt issuance costs, were $4.6 billion. For fiscal 2027, Paychex raised its PEO and Insurance Solutions revenue growth outlook to 7% to 8% from 6% to 7%, and raised its interest on funds held for clients outlook to $200 million to $210 million from $195 million to $205 million. Total revenue growth (5% to 6%), Management Solutions revenue growth (5% to 6%), adjusted operating margin (about 44%), effective tax rate (about 24%), and adjusted diluted earnings per share growth (7% to 9%) were unchanged.

Sep 23, 20268-K
Leadership ChangesExhibits & Filings

Paychex 8-K Report, Executive Changes (Jul 21, 2026)

Paychex, Inc. filed this Form 8-K on July 21, 2026 to report a board change under Item 5.02. On July 16, 2026, director Kara Wilson notified the Board of Directors that she will not stand for re-election at the Company's 2026 annual meeting of stockholders (the "Annual Meeting"). The filing states that her decision did not result from any disagreement with the Company on any matter relating to its operations, policies or practices. In connection with her departure, the Board determined to reduce its size from 11 to 10 directors. The reduction takes effect immediately upon the expiration of Ms. Wilson's term at the Annual Meeting. The filing does not report any financial results, guidance, or other operating developments. The only exhibit listed is Exhibit 104, the cover page of the Form 8-K formatted in Inline XBRL. For investors, the filing is a governance update that reduces board size by one seat once Ms. Wilson's term ends.

Jul 21, 20268-K
Earnings & ResultsExhibits & Filings

Paychex 8-K Report, Financial Results (Jun 24, 2026)

Paychex, Inc. (Nasdaq: PAYX) furnished an 8-K under Item 2.02 on June 24, 2026, attaching a press release (Exhibit 99.1) reporting results for the three and twelve months ended May 31, 2026 (fiscal 2026). Fourth-quarter total revenue rose 12% to $1,605.5 million, while operating income rose 40% to $604.7 million and adjusted operating income rose 17% to $675.8 million. Diluted EPS was $1.17 (up 43%), and adjusted diluted EPS was $1.32 (up 11%). The quarter reflects a full period of Paycor HCM, Inc., acquired in April 2025, versus a partial period in the prior year. Management Solutions revenue grew 14% to $1.2 billion, with Paycor contributing approximately 8 percentage points of that growth. For the full fiscal year, total revenue increased 17% to $6.5 billion, operating income increased 14% to $2.5 billion, and diluted EPS increased 7% to $4.89. Cash flow from operations was $2.6 billion, and the company returned $2.2 billion to shareholders through $1.6 billion in dividends and $611.0 million in share repurchases. Short- and long-term borrowings totaled $4.6 billion at May 31, 2026. For fiscal 2027, management guided to total revenue growth of 5% to 6%, adjusted operating margin of approximately 44%, and adjusted diluted EPS growth of 7% to 9%. The release also announced the launch of WISE, an AI-powered intelligence engine. The company anticipates filing its Form 10-K before the end of July 2026.

Jun 24, 20268-K
Earnings & ResultsExhibits & Filings

Paychex 8-K Report, Financial Results (Mar 25, 2026)

Paychex, Inc. (Nasdaq: PAYX) furnished an 8-K under Item 2.02 on March 25, 2026, attaching a press release reporting results for the three and nine months ended February 28, 2026 (third quarter of fiscal 2026). Total revenue rose 20% to $1.81 billion for the quarter and 18% to $4.91 billion for the nine months. Operating income rose 14% to $792.0 million for the quarter, while nine-month operating income rose 7% to $1.91 billion. Diluted earnings per share increased 9% to $1.56 for the quarter but fell 1% to $3.71 for the nine months. Management attributed much of the growth to the acquisition of Paycor HCM, Inc., which was completed in April 2025 and contributed approximately 19% to Management Solutions revenue growth year over year. On a non-GAAP basis, adjusted operating income grew 22% to $863.2 million for the quarter and 19% to $2.14 billion for the nine months, and adjusted diluted earnings per share rose 15% to $1.71 for the quarter and 11% to $4.19 for the nine months. The company excluded $71.0 million of Paycor acquisition-related costs from the quarterly adjusted figures. Operating margin declined to 43.8% from 45.8% in the quarter, and to 38.8% from 42.9% for the nine months, while adjusted operating margin rose to 47.7% for the quarter from 46.9%. Interest expense increased to $68.1 million for the quarter, primarily from debt issued to finance the Paycor acquisition. The company reported $1.8 billion of cash, restricted cash and corporate investments and $5.0 billion of borrowings as of February 28, 2026, along with nine-month operating cash flow of $2.0 billion. It returned over $1.5 billion to shareholders during the fiscal year to date, including $1.2 billion in dividends and repurchases of 2.9 million shares for $361.6 million. Management updated its fiscal 2026 outlook to anticipate interest on funds held for clients of $200 million to $210 million, with all other guidance unchanged.

Mar 25, 20268-K
Material AgreementsFinancial Events

Paychex 8-K Report, Material Agreement (Jan 26, 2026)

Paychex, Inc. (PAYX) reported in this Form 8-K, filed January 26, 2026, that on January 23, 2026 it amended and extended its $750.0 million 2017 Credit Facility, with its subsidiary Paychex of New York LLC as borrower and Paychex, Inc. as parent. The amendment increases the facility to $1.0 billion, extends the maturity date from September 17, 2026 to January 23, 2031, and raises the incremental facility from $375 million to $500 million. The amendment also changes certain interest rate provisions and covenants. The same day, the parties amended the $1.0 billion 2019 Credit Facility, changing certain interest rate provisions and covenants. The filing states that the 2019 Credit Facility continues to include an incremental facility of up to $500 million. Other terms of both facilities are described as substantially similar to the original terms, with customary restrictions on borrowing, liens, sale and leaseback transactions, and mergers or asset transfers. In connection with these changes, Paychex Advance, LLC terminated its $250 million 2020 Credit Facility, effective January 23, 2026. The filing states that no loans were outstanding under that facility at termination.

Jan 26, 20268-K
Leadership ChangesOther EventsExhibits & Filings

Paychex 8-K Report, Executive Changes (Jan 20, 2026)

Paychex, Inc. (Nasdaq: PAYX) filed this Current Report on Form 8-K on January 20, 2026 to report two events. First, the Board voted to expand from 10 to 11 members and appointed J. Michael Hansen as an independent director, effective immediately, with appointment made January 16, 2026. Mr. Hansen served as Executive Vice President & Chief Financial Officer of Cintas Corporation for more than 10 years, retiring as CFO in May 2025 and then becoming Assistant to the Chief Executive Officer. He will join the Audit Committee and receive the standard non-employee director compensation. He previously served on the Board of Paycor HCM, Inc. from 2008 to 2018, and Paychex acquired Paycor in April 2025. Second, on January 16, 2026, the Board approved a new stock repurchase program of up to $1 billion of the company's common stock, replacing the prior 2024 authorization of $400 million. The same announcement declared a regular quarterly cash dividend of $1.08 per share, payable February 27, 2026 to shareholders of record as of January 28, 2026. The company stated that it returned over $1.5 billion to shareholders through dividends and repurchases in fiscal 2025. For investors, the filing signals a larger capital return authorization and adds a director with substantial public-company finance and audit-relevant experience. The filing itself discloses no financial results or operating metrics for the period.

Jan 20, 20268-K
Earnings & ResultsExhibits & Filings

Paychex 8-K Report, Financial Results (Dec 19, 2025)

Paychex, Inc. reported financial results for the three and six months ended November 30, 2025 (fiscal second quarter of fiscal 2026) in a press release furnished as Exhibit 99.1. Total revenue rose 18% to $1,557.6 million for the quarter, with Management Solutions revenue up 21% to $1,166.4 million, and the company attributed much of this growth to the April 2025 acquisition of Paycor HCM, Inc., which contributed approximately 17% to Management Solutions revenue growth. GAAP operating income increased 6% to $571.9 million, but GAAP diluted earnings per share declined 4% to $1.10 and operating margin fell to 36.7% from 40.9%. Excluding $77.0 million of Paycor acquisition-related costs, adjusted operating income grew 21% to $649.0 million and adjusted diluted earnings per share rose 11% to $1.26. For the six months, total revenue increased 18% to $3.1 billion, while diluted EPS decreased 7% to $2.16 and adjusted diluted EPS increased 8% to $2.48. Interest expense rose $59.0 million to $68.5 million for the quarter, reflecting debt issued to finance the Paycor acquisition. As of November 30, 2025, the company reported cash, restricted cash and total corporate investments of $1.6 billion and short- and long-term borrowings of $5.0 billion. The company paid $777.0 million in dividends and repurchased 2.1 million shares for $286.6 million during the six months. Management updated fiscal 2026 guidance, now anticipating adjusted diluted earnings per share growth of 10% to 11%, with other guidance unchanged. The company also noted it expects to file its Form 10-Q for the quarter within the next couple of business days.

Dec 19, 20258-K
Shareholder Matters

Paychex 8-K Report, Shareholder Vote Results (Oct 14, 2025)

Paychex, Inc. filed this Current Report under Item 5.07 to disclose the results of its 2025 Annual Meeting of Stockholders, held October 9, 2025, via live webcast. Holders of 322,916,274 shares of common stock were present in person or by proxy at the meeting, and stockholders voted on three proposals: the election of ten director nominees, a non-binding advisory vote on named executive officer compensation, and ratification of PricewaterhouseCoopers LLP as the independent registered public accounting firm for fiscal year 2026. All ten director nominees were duly elected to one-year terms. Each nominee received more votes "For" than "Against," though the against-vote totals varied, ranging from 3,593,628 for Theresa M. Payton to 20,619,457 for Pamela A. Joseph. The advisory vote on named executive officer compensation was approved, with 275,491,813 votes For, 10,038,236 Against, and 1,115,043 Abstaining, along with 36,271,182 broker non-votes. Stockholders also ratified the selection of PricewaterhouseCoopers LLP for fiscal year 2026, with 318,217,078 votes For, 4,314,110 Against, and 385,086 Abstaining. The filing reports voting outcomes only and does not describe any new corporate actions or financial results.

Oct 14, 20258-K
Earnings & ResultsExhibits & Filings

Paychex 8-K Report, Financial Results (Sep 30, 2025)

Paychex, Inc. (Nasdaq: PAYX) furnished a press release under Item 2.02 reporting results for the first quarter of fiscal 2026, the three months ended August 31, 2025. Total revenue rose 17% to $1,540.0 million, driven by Management Solutions revenue growth of 21% to $1,163.3 million, which the company says was boosted by the Paycor HCM acquisition completed in April 2025. Paycor contributed approximately 17% to Management Solutions revenue growth. PEO and Insurance Solutions revenue increased 3% to $329.1 million. Profitability was mixed. GAAP operating income fell 1% to $541.9 million and diluted EPS declined 10% to $1.06, reflecting $84.8 million of acquisition-related costs and interest expense that rose to $68.2 million from $9.6 million. Excluding those costs, adjusted operating income grew 15% to $626.7 million and adjusted diluted EPS rose 5% to $1.22. Total expenses increased 29%, mainly from Paycor-related compensation, amortization of intangibles and higher technology and selling investments. Management raised its adjusted diluted EPS growth outlook for fiscal 2026 to 9% to 11%, with other guidance unchanged. Cash flow from operations was $718.4 million, and the company paid $389.1 million in dividends and repurchased $160.1 million of stock during the quarter. Borrowings totaled $5.0 billion as of August 31, 2025.

Sep 30, 20258-K
Leadership ChangesRegulation FDExhibits & Filings

Paychex 8-K Report, Executive Changes (Jul 14, 2025)

Paychex, Inc. (PAYX) filed this Form 8-K on July 14, 2025 to report three items: executive departures, a board size change, and an employment agreement exhibit. Mark Bottini, Senior Vice President, Sales, notified the company on July 8, 2025 of his retirement from his current role, effective immediately. He will serve as a special advisor through August 31, 2025 at his current salary to assist with the transition of his duties. Michael Gioja, Senior Vice President, Product Development and IT, also notified the company on July 8, 2025 of his intention to retire from his current role, effective immediately. Under his Employment Agreement, he will serve as a special advisor through December 31, 2025, continuing full-time at his current base salary until August 31, 2025. After that date, his annual base salary will be reduced to $120,000 to reflect a part-time role. The agreement is filed as Exhibit 99.1. Separately, following the departure of B. Thomas Golisano from the Board of Directors on July 9, 2025, the Board reduced its size from 11 to 10 directors effective that date. For investors, the filing signals leadership transitions in the sales and product development/IT functions, with both executives moving into advisory roles for defined periods.

Jul 14, 20258-K/A
Exhibits & Filings

Paychex 8-K/A Report, Exhibit Filing (Jun 27, 2025)

Paychex, Inc. filed this Form 8-K/A to amend Item 9.01 of its April 14, 2025 Form 8-K, adding Paycor financial statements (incorporated by reference to Paycor's Form 10-K and 10-Q) and unaudited pro forma condensed combined financial information. The filing reports that Merger Sub merged into Paycor HCM, Inc. on April 14, 2025, with Paycor continuing as an indirect wholly owned subsidiary of Paychex, under a merger agreement dated January 7, 2025. Each Paycor share was converted into the right to receive $22.50 in cash, and the preliminary total purchase consideration is $4,085.7 million, including $4,060.6 million of cash consideration for 180.5 million Paycor shares. The pro forma statements show the combined company's scale on a presentation basis. For the six months ended November 30, 2024, pro forma total revenue is $2,983.3 million (Paychex alone: $2,635.4 million), and pro forma net income is $764.1 million, with pro forma diluted earnings per share of $2.08 versus $2.32 for Paychex alone. For the year ended May 31, 2024, pro forma total revenue is $5,933.2 million and pro forma net income is $1,405.4 million, or $3.84 per diluted share. The filing states that these figures are illustrative, not indicative of actual results, and that the purchase price allocation is preliminary. Preliminary goodwill is $2,601.8 million, and identified intangible assets total $1,409.5 million. The merger was funded in part by $4.2 billion of senior notes issued April 10, 2025: $1.5 billion of 5.100% notes due 2030, $1.5 billion of 5.350% notes due 2032, and $1.2 billion of 5.600% notes due 2035. The filing estimates incremental annual interest expense of $230.3 million related to the notes and new debt issuance costs. Pro forma combined long-term borrowings are $4,946.9 million as of November 30, 2024. The filing also notes that Paychex and Paycor have different fiscal year ends, so the historical periods are not aligned in the presentation.

Jun 27, 20258-K
Earnings & ResultsExhibits & Filings

Paychex 8-K Report, Financial Results (Jun 25, 2025)

Paychex, Inc. reported results for the three and twelve months ended May 31, 2025 (fiscal 2025) in a press release furnished as Exhibit 99.1 to this Form 8-K. Fourth-quarter total revenue rose 10% to $1.4 billion ($1,427.3 million), driven by the acquisition of Paycor and higher revenue per client, while operating income fell 11% to $431.1 million and diluted EPS fell 22% to $0.82. Excluding Paycor, Management Solutions revenue grew approximately 3%. Adjusted diluted EPS rose 6% to $1.19, and adjusted operating margin was 40.4%. Results reflect acquisition-related costs of $145.6 million in the quarter, which the company excludes from its non-GAAP measures. For fiscal 2025, total revenue increased 6% to $5.6 billion, operating income increased 2% to $2.2 billion, and diluted EPS decreased 2% to $4.58, while adjusted diluted EPS increased 6% to $4.98. Borrowings rose to $5.0 billion, an increase of $4.1 billion, primarily to finance the Paycor acquisition, and the company paid $1.4 billion in dividends. Management described the completion of the Paycor acquisition as strengthening its upmarket capabilities and expanding its addressable market. For fiscal 2026, Paychex guided to total revenue growth of 16.5% to 18.5%, adjusted diluted EPS growth of 8.5% to 10.5%, Management Solutions revenue growth of 20.0% to 22.0%, PEO and Insurance Solutions revenue growth of 6.0% to 8.0%, and an adjusted operating margin of approximately 43%. The company expects to file its Form 10-K before the end of July 2025.

Jun 25, 20258-K
Leadership ChangesExhibits & Filings

Paychex 8-K Report, Executive Changes (May 16, 2025)

Paychex, Inc. (Nasdaq: PAYX) filed a Form 8-K on May 16, 2025 to report that B. Thomas Golisano, the company's Founder, notified the Board of Directors on May 15, 2025 of his decision to step down from the Board, effective after the Company's July 2025 Board meeting. Mr. Golisano did not cite any disagreement with the company's operations, policies or practices. Accompanying Exhibit 99.1, a press release dated May 16, 2025, describes Mr. Golisano's history with the company. He founded Paychex in 1971, took it public in 1983, and served as President, CEO and Chairman, retiring as President and CEO in 2004 and serving as Chairman until 2021, when Martin Mucci assumed the Chairman role. The release describes Paychex as serving nearly 800,000 clients, with annual revenues of over $5 billion and a market capitalization exceeding $50 billion. Mr. Golisano is quoted saying it has been a great run of over 54 years, and Chairman Mucci said he looks forward to continuing the relationship. For investors, the filing is primarily a governance and leadership-transition notice rather than a financial disclosure. It does not state any change to financial results, guidance or operations. The release also notes Mr. Golisano's philanthropic commitments, including over $800 million in total charitable gifts.

May 16, 20258-K
Acquisitions & DispositionsOther EventsExhibits & Filings

Paychex 8-K Report, Acquisition Completed (Apr 14, 2025)

On April 14, 2025, Paychex, Inc. (Nasdaq: PAYX) completed its acquisition of Paycor HCM, Inc. (Nasdaq: PYCR). Under the Merger Agreement dated January 7, 2025, Skyline Merger Sub, Inc., an indirect wholly owned subsidiary of Paychex, merged with and into Paycor, which continues as the surviving corporation and an indirect wholly owned subsidiary of Paychex. Each outstanding share of Paycor common stock (excluding specified shares and shares held by holders exercising appraisal rights under Delaware law) was converted into the right to receive $22.50 in cash per share, less applicable withholding taxes. Paychex's press release, filed as Exhibit 99.1, describes the transaction as an all-cash acquisition of 100% of Paycor at $22.50 per share, representing approximately $4.1 billion of enterprise value. Paychex expects more than $80 million in annual cost synergies in fiscal 2026, along with revenue synergy opportunities over the next several years, and expects the deal to be accretive to adjusted diluted EPS in fiscal 2026. The company states it remains committed to its dividend policy and strong balance sheet. Paychex CEO John Gibson said the combination strengthens its upmarket position and that integration will prioritize sales expansion and product innovation. The filing states that the financial statements of the acquired business and the pro forma financial information required by Item 9.01 are not being filed with this report and will be filed by amendment as soon as practicable, and no later than 71 days after the date this Form 8-K was required to be filed. The press release also lists forward-looking risks, including integration risks related to Paycor, cybersecurity, PEO co-employment exposure, and macroeconomic pressure on small- and medium-sized business clients.

Apr 14, 20258-K
Other EventsExhibits & Filings

Paychex 8-K Report, Corporate Update (Apr 10, 2025)

On April 10, 2025, Paychex, Inc. (the "Company") completed an offering of three series of senior notes under an Underwriting Agreement with J.P. Morgan Securities LLC and BofA Securities, Inc., as representatives of the underwriters: $1,500,000,000 of 5.100% senior notes due 2030, $1,500,000,000 of 5.350% senior notes due 2032, and $1,200,000,000 of 5.600% senior notes due 2035. The aggregate principal amount of the offering is $4.2 billion, as the three series sum to that figure. The notes were sold under a Registration Statement on Form S-3 (File No. 333-286249), with a prospectus dated March 31, 2025 and a prospectus supplement dated April 8, 2025. They were issued under an Indenture dated April 10, 2025 with The Bank of New York Mellon Trust Company, N.A., as trustee, as supplemented by a First Supplemental Indenture of the same date. Davis Polk & Wardwell LLP, counsel to the Company, provided an opinion on the legality of the notes. This filing is a disclosure of the completed debt issuance under Item 8.01 (Other Events). It does not state the intended use of proceeds, and the filing itself does not discuss the Company's financial results or operating performance.

Apr 10, 20258-K
Other EventsExhibits & Filings

Paychex 8-K Report, Corporate Update (Apr 8, 2025)

Paychex, Inc. (PAYX) filed this Form 8-K on April 8, 2025 under Item 8.01 (Other Events) and Item 9.01 (Financial Statements and Exhibits). The filing recaps that, as previously disclosed, Paychex, its indirect wholly owned subsidiary Skyline Merger Sub, Inc., and Paycor HCM, Inc. entered into an Agreement and Plan of Merger on January 7, 2025. The filing's substantive content is administrative. It attaches Exhibit 23.1, the consent of Ernst and Young LLP, Paycor's independent registered public accounting firm, to the incorporation by reference of its report dated August 22, 2024 on Paycor's consolidated financial statements included in Paycor's Annual Report on Form 10-K for the year ended June 30, 2024. The consent is being furnished for incorporation by reference into Paychex's Registration Statement on Form S-3 (No. 333-286249). The filing also includes Exhibit 104, the cover page interactive data file embedded within the Inline XBRL document. It does not itself disclose new operating results, deal terms, or financial figures.

Apr 8, 20258-K
Earnings & ResultsExhibits & Filings

Paychex 8-K Report, Financial Results (Mar 26, 2025)

Paychex, Inc. furnished a press release under Item 2.02 reporting results for its third quarter and first nine months of fiscal 2025, ended February 28, 2025. Total revenue for the quarter was $1,509.0 million, up 5% from $1,439.3 million, while operating income rose 6% to $691.8 million. Adjusted operating income grew 9% to $708.5 million, and diluted earnings per share increased 4% to $1.43, with adjusted diluted EPS up 8% to $1.49. Management attributed the period's results partly to the expiration of the Employee Retention Tax Credit program in the prior-year period, which weighed on ancillary revenue and operating income. Operating margin was 45.8% for the quarter versus 45.1% a year earlier, and adjusted operating margin was 46.9%. For the nine months, total revenue increased 4% to $4.1 billion, operating income rose 5% to $1.8 billion, and diluted EPS increased 4% to $3.76. The company reported cash flow from operations of $1.6 billion, cash and investments of $1.7 billion, and borrowings of $816.6 million. It paid cumulative dividends of $2.94 per share totaling $1.1 billion and repurchased 828,855 shares for $104.0 million during the period. Third-quarter results include $16.7 million of acquisition-related costs tied to the pending Paycor HCM, Inc. acquisition. Paychex entered into a definitive agreement on January 7, 2025 to acquire Paycor, with the Hart-Scott-Rodino waiting period having expired and closing expected in April 2025. Management updated fiscal 2025 guidance, now anticipating PEO and Insurance Solutions revenue growth of 6.0% to 6.5% and adjusted operating margin of approximately 43%; the outlook excludes the Paycor acquisition.

Mar 26, 20258-K
Other EventsExhibits & Filings

Paychex 8-K Report, Corporate Update (Feb 27, 2025)

On February 27, 2025, Paychex, Inc. (Nasdaq: PAYX) disclosed that the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, for its previously announced acquisition of Paycor HCM, Inc. (Nasdaq: PYCR) expired at 11:59 p.m. Eastern Time on February 21, 2025. The merger agreement, entered into on January 7, 2025 with Skyline Merger Sub, Inc., an indirect wholly owned subsidiary of Paychex, provides that Merger Sub will merge with and into Paycor, with Paycor surviving as an indirect wholly owned subsidiary of Paychex. The HSR expiration satisfies one of the major conditions to closing, but the transaction remains subject to other customary closing conditions. The companies expect the transaction to close within the first half of calendar year 2025. The filing is informational. It attaches a press release dated February 27, 2025 announcing the HSR expiration, and it includes standard forward-looking statement cautions covering risks such as cybersecurity, PEO co-employment exposure, acquisition integration, and macroeconomic conditions affecting small- and medium-sized business clients. The filing contains no financial results or deal consideration terms.

Feb 27, 20258-K
Material AgreementsRegulation FDExhibits & Filings

Paychex 8-K Report, Material Agreement (Jan 7, 2025)

On January 7, 2025, Paychex, Inc. entered into an Agreement and Plan of Merger with Skyline Merger Sub, Inc. and Paycor HCM, Inc. under which Paycor will become an indirect wholly owned subsidiary of Paychex. Paycor common stock will be converted into the right to receive $22.50 per share in cash, which the company's press release states represents an enterprise value of approximately $4.1 billion. Paycor's majority stockholder, Pride Aggregator, LP, has already delivered a written consent approving the merger, so no further stockholder action is required, though an information statement on Schedule 14C must be mailed at least 20 days before closing. Paychex has obtained a commitment from JPMorgan Chase Bank, N.A. for a 364-day unsecured bridge term loan facility of up to $3.5 billion, which will be reduced by net proceeds from certain debt, equity or asset dispositions before closing. Closing is subject to customary conditions, including expiration of the Hart-Scott-Rodino waiting period and, for Paychex, certain approvals under money transmission and insurance laws. The Closing may not occur before April 15, 2025 unless Paychex waives that date, and either party may terminate if the merger is not consummated by October 7, 2025. The press release states the transaction is expected to be neutral to slightly accretive to adjusted diluted EPS in the first fiscal year after close and accretive in the second year and beyond, with expected run-rate cost synergies in excess of $80 million. Paychex also states it is committed to maintaining its dividend policy and balance sheet, and expects the deal to close in the first half of calendar 2025.

Jan 7, 20258-K
Earnings & ResultsExhibits & Filings

Paychex 8-K Report, Financial Results (Dec 19, 2024)

Paychex, Inc. (PAYX) furnished an 8-K on December 19, 2024 under Item 2.02 (Results of Operations and Financial Condition), attaching a press release reporting results for the three and six months ended November 30, 2024, the second quarter of fiscal 2025. Total revenue for the quarter was $1,316.9 million, up 5% from $1,257.9 million, and operating income was $538.1 million, up 6% from $506.2 million. Diluted earnings per share were $1.14, up 6% from $1.08. For the six months, total revenue was $2,635.4 million (up 4%), operating income was $1,084.8 million (up 4%), and diluted EPS was $2.32 (up 4%). Management said that excluding the expiration of the Employee Retention Tax Credit (ERTC) program, revenue growth was 7% for the quarter, and that operating margin expanded by approximately 60 basis points despite the ERTC headwind. Segment performance was mixed in composition. Management Solutions revenue rose 3% to $962.9 million, while PEO and Insurance Solutions revenue rose 7% to $317.9 million. Interest on funds held for clients rose 15% to $36.1 million. Cash flow from operations for the six months was $841.1 million, compared with $1,004.3 million in the prior-year period. Paychex paid dividends of $706.2 million ($1.96 per share) and repurchased 828,855 shares for $104.0 million during the first half, which the release headlines as $810 million returned to stockholders. The company left its fiscal 2025 business outlook unchanged from the prior quarter.

Dec 19, 20248-K
Shareholder MattersExhibits & Filings

Paychex 8-K Report, Shareholder Vote Results (Oct 11, 2024)

Paychex, Inc. (PAYX) filed this Form 8-K to report the results of its 2024 Annual Meeting of Stockholders, held October 10, 2024 via live webcast. Holders of 325,831,506 shares of common stock entitled to vote were present in person or by proxy. Stockholders elected all eleven director nominees to one-year terms, including Martin Mucci, Thomas F. Bonadio, Joseph G. Doody, John B. Gibson, B. Thomas Golisano, Pamela A. Joseph, Theresa M. Payton, Kevin A. Price, Joseph M. Tucci, Joseph M. Velli and Kara Wilson. Each nominee received more for votes than against votes and abstentions combined in the filing's table, with Pamela A. Joseph receiving the lowest level of support at 255,187,202 for votes against 33,251,407 against. Stockholders also approved, on a non-binding advisory basis, the compensation of the Company's named executive officers, with 275,855,902 votes for, 13,360,555 against and 1,063,218 abstaining. In addition, stockholders ratified the selection of PricewaterhouseCoopers LLP as the independent registered public accounting firm for fiscal year 2025, with 322,397,905 votes for, 3,139,220 against and 294,381 abstaining. The filing reports no contested outcomes: every proposal was approved, and the results are presented as final votes recorded at the meeting. The filing's only listed exhibit is the cover page Interactive Data File, embedded in Inline XBRL.

Oct 11, 20248-K
Earnings & ResultsExhibits & Filings

Paychex 8-K Report, Financial Results (Oct 1, 2024)

Paychex, Inc. reported results for the first quarter of fiscal 2025, the three months ended August 31, 2024, in a press release furnished under Item 2.02 of this Form 8-K. Total revenue rose 3% to $1.3 billion ($1,318.5 million versus $1,286.0 million), operating income grew 2% to $546.7 million, and diluted earnings per share increased 2% to $1.18. Management Solutions revenue rose 1% to $961.7 million, while PEO and Insurance Solutions revenue rose 7% to $319.3 million. CEO John Gibson said that excluding the expiration of the Employee Retention Tax Credit program and one less payroll processing day, revenue growth would have been 7%. Operating margin was 41.5% compared with 41.7% a year earlier, and the company stated that the ERTC expiration and one fewer payroll processing day affected operating income. Interest on funds held for clients increased 15% to $37.5 million, and other income, net decreased 19% to $10.4 million. Net cash provided by operating activities was $546.1 million, compared with $693.0 million in the prior-year quarter, and the company returned capital through $353.4 million of dividends and $104.0 million of share repurchases (828,855 shares). The company updated its fiscal 2025 outlook, now anticipating interest on funds held for clients of $145 million to $155 million and other income, net of $30 million to $35 million, with other guidance unchanged. The release also announced new products, including Paychex Flex Engage, Paychex Flex Perks, and Paychex Recruiting Copilot, which the company describes as digital and AI-driven solutions for client workforce engagement.

Oct 1, 20248-K
Earnings & ResultsExhibits & Filings

Paychex 8-K Report, Financial Results (Jun 26, 2024)

Paychex, Inc. furnished a press release dated June 26, 2024 reporting results for the three and twelve months ended May 31, 2024 (fiscal 2024). Fourth-quarter total revenue was $1.3 billion ($1,295.1 million), up 5% from the prior-year quarter, with the filing noting that lower contribution from the employee retention tax credit (ERTC) service reduced growth by approximately 300 basis points. Fourth-quarter diluted EPS was $1.05, up 8%, and adjusted diluted EPS was $1.12, up 15%, after $39.5 million of one-time cost optimization initiatives. Fiscal 2024 total revenue was $5.3 billion (up 5%), operating income was $2.2 billion (up 7%), and diluted EPS was $4.67 (up 9%), with adjusted diluted EPS of $4.72 (up 11%). For fiscal 2025, the company guided to total revenue growth of 4.0% to 5.5%, adjusted diluted EPS growth of 5% to 7%, and an operating margin of 42% to 43%. Management noted that small and mid-size business clients face a challenging environment marked by complex regulations, a tight labor market and inflationary pressures. Cash flow from operations was $1.9 billion for the year, and the company paid $1.3 billion in dividends and repurchased 1.5 million shares for $169.2 million. The filing is furnished under Item 2.02 and is not deemed filed for Section 18 purposes. The press release states that the company expects to file its Form 10-K before the end of July 2024.

Jun 26, 20248-K
Leadership ChangesExhibits & Filings

Paychex 8-K Report, Executive Changes (Jun 17, 2024)

Paychex, Inc. filed this Form 8-K on June 17, 2024 under Item 5.02 to disclose a board change. On June 12, 2024, the Board of Directors was notified by David J.S. Flaschen that he will not stand for re-election at the Company's 2024 annual meeting of shareholders. Mr. Flaschen did not cite any disagreement with the Company on any matter relating to its operations, policies, or practices. He has served on the Board since 1999. The filing is limited in scope. It reports no financial results, no new financial figures, and no other corporate actions. Its only substantive disclosure is the planned departure of a long-tenured director, and the filing itself states no reason beyond the absence of any disagreement. Item 9.01 lists only the cover page in Inline XBRL format (Exhibit 104). For investors, the event is a routine governance update rather than a material financial development. The main points to track are board succession and refreshment at the 2024 annual meeting.

Jun 17, 20248-K
Leadership ChangesExhibits & Filings

Paychex 8-K Report, Executive Changes (May 17, 2024)

Paychex, Inc. filed this Current Report on Form 8-K to disclose a leadership transition in its legal function. On May 16, 2024, Stephanie Schaeffer, Vice President, Chief Legal & Ethics Officer, and Secretary of Paychex, Inc., notified the Board of Directors of her intention to retire effective August 2, 2024. Until a successor is appointed, Ms. Schaeffer will continue in her current role. After that, she will serve as a senior advisor to the Company to assist with the transition on a full-time basis, at her current base salary, until her retirement date. The filing does not disclose any financial results, guidance, or other financial metrics. Its significance for investors is limited to the planned succession in the Chief Legal & Ethics Officer and Corporate Secretary roles, with a transition period built in before her retirement.

May 17, 20248-K
Material AgreementsFinancial EventsExhibits & Filings

Paychex 8-K Report, Material Agreement (Apr 16, 2024)

Paychex, Inc. (PAYX) disclosed in this Form 8-K that on April 12, 2024, its subsidiary Paychex of New York LLC (PoNY, the borrower) and the Parent, Paychex, Inc., entered into amendments to two unsecured revolving credit facilities, both syndicated with JPMorgan Chase Bank, N.A. as Administrative Agent. The 2019 Credit Facility, a $1.0 billion five-year revolver originally established July 31, 2019, was amended to extend its maturity from July 31, 2024 to April 12, 2029, revise its interest rate provisions, change the lender syndicate, and make other ministerial changes. The 2017 Credit Facility, a $750.0 million five-year revolver established August 17, 2017, was amended to revise its interest rate provisions and make other ministerial changes. The filing states that the other terms of both facilities are substantially similar to the original terms, including customary covenants restricting the Parent and certain subsidiaries' ability to borrow, grant liens, enter sale and leaseback transactions, and engage in consolidations, mergers, or transfers of substantially all assets. For investors, the principal development is the extension of the 2019 facility's maturity by nearly five years, which removes a July 2024 refinancing deadline and secures longer-term committed liquidity. The filing also notes that the lenders and their affiliates have provided and may continue to provide commercial banking, investment banking, underwriting, and financial advisory services to PoNY and the Parent for customary fees.

Apr 16, 20248-K
Earnings & ResultsExhibits & Filings

Paychex 8-K Report, Financial Results (Apr 2, 2024)

Paychex, Inc. furnished a press release under Item 2.02 reporting results for the three and nine months ended February 29, 2024 (fiscal third quarter). Total revenue for the quarter rose 4% to $1,439.3 million, and diluted earnings per share increased 7% to $1.38. Management attributed the revenue growth partly to a lower contribution from its Employee Retention Tax Credit ("ERTC") Service, which decreased Management Solutions growth by approximately 300 basis points. CEO John Gibson said revenue growth would have accelerated excluding this impact, and cited continued operating margin expansion from expense discipline amid moderating small business employment and wage growth. For the nine months, total revenue increased 5% to $3.98 billion, operating income rose 7% to $1.69 billion, and diluted EPS grew 9% to $3.62. Operating cash flow for the nine months was $1.68 billion (reported as $1,676.0 million), and the company paid $962.5 million in dividends and repurchased 1.5 million shares for $169.2 million. Cash, restricted cash and total corporate investments totaled $1.8 billion as of February 29, 2024. For fiscal 2024 (ending May 31, 2024), the company updated its outlook: total revenue growth is now anticipated at 5% to 6%, Management Solutions revenue growth at 3.5% to 4.0%, and other income, net at $40 million to $45 million, with other guidance unchanged.

Apr 2, 20248-K
Other EventsExhibits & Filings

Paychex 8-K Report, Corporate Update (Jan 19, 2024)

Paychex, Inc. (Nasdaq: PAYX) filed this Form 8-K on January 19, 2024, to report two shareholder-return actions under Item 8.01 (Other Events). The Board approved a new program to repurchase up to $400 million of Paychex common stock, with authorization expiring May 31, 2027. The repurchase program is in addition to an existing program whose authorization expires January 31, 2024. The purchases are authorized to begin February 1, 2024. The company also announced a quarterly dividend of $0.89 per share, payable February 27, 2024, to shareholders of record as of February 13, 2024. The press release furnished as Exhibit 99.1 states that in fiscal 2023, ended May 31, 2023, Paychex returned $1.2 billion in dividends, equal to 75% of net income, to shareholders. CEO John Gibson framed the actions as continuing the company's history of shareholder value creation while investing in long-term growth.

Jan 19, 20248-K
Earnings & ResultsExhibits & Filings

Paychex 8-K Report, Financial Results (Dec 21, 2023)

Paychex, Inc. furnished a press release dated December 21, 2023 reporting results for the three and six months ended November 30, 2023, its second quarter and mid-year of fiscal 2024. Total revenue for the quarter was $1,257.9 million versus $1,190.3 million a year earlier, a 6% increase. Operating income rose 7% to $506.2 million, with operating margin of 40.2% compared to 39.7%. Diluted earnings per share increased 9% to $1.08, and adjusted diluted earnings per share also rose 9% to $1.08. For the six months, total revenue was $2.5 billion, up 6%, operating income was $1.0 billion, up 8%, and diluted earnings per share was $2.24, up 10%. Management cited stable conditions for small and mid-sized businesses, continued demand for its HCM technology, HR and insurance solutions, and growth in the number of clients served. Management Solutions revenue rose 4% to $930.7 million for the quarter, while PEO and Insurance Solutions revenue rose 8% to $295.7 million. Interest on funds held for clients increased 44% to $31.5 million on higher average interest rates. Cash flow from operations was $1.0 billion for the six months, and the company paid $642.1 million in dividends and repurchased 1.5 million shares for $169.2 million. For fiscal 2024, Paychex raised its adjusted diluted earnings per share growth outlook to 10% to 11%, and it now expects PEO and Insurance Solutions revenue to grow 7% to 9%. Other income, net is now expected to be $35 million to $40 million. The filing also notes that the company expects to file its Form 10-Q for the second quarter shortly after the release.

Dec 21, 20238-K
Shareholder MattersExhibits & Filings

Paychex 8-K Report, Shareholder Vote Results (Oct 13, 2023)

Paychex, Inc. (PAYX) filed this Form 8-K to report the results of its Annual Meeting of Stockholders, held on October 12, 2023. Holders of 321,128,195 shares of common stock entitled to vote were present in person or by proxy. Stockholders elected all twelve nominees, who constitute the entire Board of Directors, to serve until the 2024 Annual Meeting. They also approved the advisory vote on named executive officer compensation, approved holding future advisory say-on-pay votes every year, and ratified PricewaterhouseCoopers LLP as the independent registered public accounting firm. On October 12, 2023, the Board determined that future say-on-pay advisory votes will be held annually until the next advisory vote on frequency, which is required no later than the 2029 Annual Meeting. The frequency vote recorded 279,312,924 votes for one year, 696,940 for two years, 3,531,259 for three years, and 621,050 abstentions, with 36,966,022 broker non-votes. The say-on-pay proposal recorded 268,214,172 votes for, 14,794,444 against, 1,153,557 abstentions, and 36,966,022 broker non-votes. The auditor ratification recorded 319,313,767 votes for, 1,453,840 against, and 360,588 abstentions. The filing's Item 9.01 lists only the cover page of the report, formatted in Inline XBRL, as an exhibit.

Oct 13, 20238-K
Regulation FDExhibits & Filings

Paychex 8-K Report, Regulation FD Disclosure (Oct 6, 2023)

Paychex, Inc. furnished an 8-K on October 6, 2023 under Item 7.01 (Regulation FD Disclosure), reporting that it posted its Investor 101 Presentation to its website on that date. The filing states that the information is furnished rather than filed, so it is not subject to the liabilities of Section 18 of the Exchange Act and is not incorporated by reference into other filings unless specifically provided. The filing itself contains no financial results, guidance, or quantitative figures. Its substance is the availability of an educational investor presentation, which Exhibit 99.1 (Paychex Investor 101 Presentation) contains. Exhibit 104 is the Inline XBRL cover page for the report. For investors, this filing is primarily a disclosure of investor-relations material rather than a market-moving event. Readers seeking the company's business model, financial performance, or outlook would need to review the presentation itself and the company's periodic SEC reports.

Oct 6, 20238-K
Earnings & ResultsExhibits & Filings

Paychex 8-K Report, Financial Results (Sep 27, 2023)

Paychex, Inc. reported financial results for the first quarter of fiscal 2024, the three months ended August 31, 2023, in a press release furnished as Exhibit 99.1 to this Form 8-K dated September 27, 2023. Total revenue rose 7% to $1,286.0 million from $1,206.2 million, operating income increased 8% to $536.3 million, and diluted earnings per share increased 10% to $1.16. Adjusted diluted earnings per share, a non-GAAP measure, grew 11% to $1.14. Management Solutions revenue increased 6% to $955.5 million, and PEO and Insurance Solutions revenue increased 5% to $297.8 million. Interest on funds held for clients rose 83% to $32.7 million, reflecting higher average interest rates and investment balances. The company reported net income of $419.2 million, up 11%, and operating cash flow of $655.8 million for the quarter. Paychex paid dividends of $0.89 per share, totaling $321.9 million. As of August 31, 2023, cash, restricted cash and total corporate investments totaled $1.7 billion, and short-term and long-term borrowings, net of debt issuance costs, were $812.0 million. The updated fiscal 2024 outlook lowers the expected interest on funds held for clients to a range of $140 million to $150 million and raises the expected adjusted diluted EPS growth to a range of 9% to 11%. Management said other aspects of fiscal 2024 guidance are unchanged. Management characterized small and mid-sized business clients as resilient, with hiring at a moderate level and wage inflation normalizing.

Sep 27, 20238-K
Leadership ChangesExhibits & Filings

Paychex 8-K Report, Executive Changes (Sep 8, 2023)

On September 8, 2023, Paychex, Inc. (PAYX) filed a Form 8-K under Item 5.02 to announce the appointment of Christopher Simmons, age 54, as Vice President, Controller and Treasurer, effective October 13, 2023. Mr. Simmons will succeed Robert L. Schrader and will assume the responsibilities of principal accounting officer. The filing states that Mr. Schrader is being appointed Senior Vice President and Chief Financial Officer, effective the same date, and that Mr. Simmons will report to him. The filing describes Mr. Simmons as a senior executive with over 20 years of experience in accounting, tax and treasury. Since August 2022 he has served as Vice President and Treasurer at Paychex, overseeing corporate treasury and tax functions. He first joined Paychex in 2014 and previously held roles in corporate finance, including senior director of tax and assistant treasurer. Earlier roles include vice president of corporate taxes at Bausch & Lomb. He holds a B.S. in accounting, a J.D., an LL.M. in Taxation, a CPA license and a Certified Treasury Professional credential. The filing discloses his compensation: a current base salary of $275,000 per year, a cash annual incentive target of 60% of base salary, and equity awards under the Amended and Restated 2002 Stock Incentive Plan, including stock options, time-based restricted stock units and performance-based restricted stock units. The filing also states he has no family relationships with directors or executive officers and no reportable related party transactions. The filing's only exhibit is the Inline XBRL cover page (Exhibit 104).

Sep 8, 20238-K
Leadership ChangesExhibits & Filings

Paychex 8-K Report, Executive Changes (Sep 5, 2023)

Paychex, Inc. (PAYX) disclosed on September 5, 2023 that Efrain Rivera, Senior Vice President and Chief Financial Officer, intends to retire as CFO effective end of business October 12, 2023, and will then serve as a senior advisor through December 31, 2023. The Board appointed Robert L. Schrader, age 51, as Senior Vice President and Chief Financial Officer effective October 13, 2023. Schrader has been Vice President, Finance and Investor Relations since January 2023 and joined the company in December 2014. The filing sets out Schrader's compensation upon his appointment: total annual compensation at target of $2,100,000, a base salary of $450,000 per year, a non-qualified stock option award with a grant date fair value of $120,000, a time-based restricted stock unit award with a grant date fair value of $80,000, and a performance-based restricted stock unit award with a grant date fair value of $200,000 at target. He will also be eligible for a cash annual incentive with a target of 100% of base salary for the portion of fiscal 2024 (ending May 31, 2024) he serves as CFO. The filing states there are no family relationships with directors or executive officers and no reportable related party transactions. The press release (Exhibit 99.1) quotes CEO John Gibson describing Rivera's tenure, including that revenue has more than doubled from $2 billion to over $5 billion and market capitalization increased from $10 billion to nearly $45 billion during Rivera's time as CFO. For investors, the transition is an orderly, internally sourced succession with the CFO role passing to an existing finance leader.

Sep 5, 20238-K
Earnings & ResultsExhibits & Filings

Paychex 8-K Report, Financial Results (Jun 29, 2023)

Paychex, Inc. reported results for the three and twelve months ended May 31, 2023 in a press release furnished as Exhibit 99.1 to this Form 8-K. Fiscal 2023 total revenue was $5.01 billion, up 9% from $4.61 billion, and total service revenue was $4.91 billion, up 8%. Operating income rose 10% to $2.03 billion for the year, and operating margin increased to 40.6% from 39.9%. Net income was $1.56 billion, up 12%, and diluted earnings per share were $4.30, up 12%. Adjusted diluted earnings per share, a non-GAAP measure, were $4.27, up 13%. For the fourth quarter, total revenue was $1,229.6 million, up 7%, operating income was $453.3 million, up 15%, and diluted earnings per share were $0.97, up 18%. Management Solutions revenue grew 8% to $3.73 billion for the year, and PEO and Insurance Solutions revenue grew 6% to $1.18 billion. Interest on funds held for clients rose 73% to $99.8 million for the year. As of May 31, 2023, the company reported cash, restricted cash, and total corporate investments of $1.6 billion, short- and long-term borrowings of $808.4 million, and cash flow from operations of $1.7 billion for the fiscal year. It paid cumulative dividends of $3.26 per share, totaling $1.2 billion, a dividend payout ratio of 75%. For fiscal 2024, management guided to total revenue growth of 6% to 7%, operating margin of 41% to 42%, and adjusted diluted earnings per share growth of 9% to 10%. Management Solutions revenue is expected to grow 5% to 6%, and PEO and Insurance Solutions revenue 6% to 9%. The company expects to file its Form 10-K before the end of July 2023.

Jun 29, 20238-K
Leadership ChangesExhibits & Filings

Paychex 8-K Report, Executive Changes (May 15, 2023)

Paychex, Inc. filed this Current Report on Form 8-K to disclose the appointment of Elizabeth Roaldsen as Senior Vice President of Operations and Customer Experience, effective May 15, 2023, under Item 5.02. The filing states that Ms. Roaldsen brings three decades of experience in financial services, most recently at HSBC, where she was hired in 2021 as Managing Director, head of enterprise business services, and wholesale banking, and previously at State Street Corporation, where she served as Executive Vice President, head of global operations and asset servicing. The filing sets out her compensation: an annual base salary of $450,000, a cash annual incentive target of 100% of base salary, and a signing bonus of $100,000 that the Company could recoup if her employment terminates within twelve months. She will also be eligible for equity awards under the Amended and Restated 2002 Stock Incentive Plan at the discretion of the Compensation and Leadership Committee. The filing states there are no family relationships with directors or executive officers and no reportable related party transactions. According to the attached press release (Exhibit 99.1), Ms. Roaldsen will lead more than 6,000 service employees, serve on the senior executive leadership team, and oversee the customer experience for 730,000 business customers. The press release quotes CEO John Gibson welcoming her appointment.

May 15, 20238-K
Earnings & ResultsExhibits & Filings

Paychex 8-K Report, Financial Results (Mar 29, 2023)

Paychex, Inc. furnished a press release dated March 29, 2023 under Item 2.02 (Results of Operations and Financial Condition) reporting results for the three and nine months ended February 28, 2023, its third fiscal quarter of fiscal 2023. Total revenue for the quarter was $1,381.0 million, up 8% from $1,276.0 million, and total service revenue was $1,345.7 million, up 7%. Operating income rose 9% to $611.9 million, with operating margin of 44.3% consistent with the prior year. Diluted earnings per share increased 8% to $1.29, and adjusted diluted earnings per share increased 12% to $1.29. For the nine months, total revenue was $3,777.5 million (up 9%), net income was $1,206.9 million (up 10%), and diluted EPS was $3.33 (up 10%). Management highlighted growth in the number of clients and worksite employees, higher revenue per client, and higher state unemployment insurance revenues. Interest on funds held for clients rose to $35.3 million in the quarter from $14.4 million. Management also updated fiscal 2023 guidance: Management Solutions revenue is now anticipated to grow approximately 8%, interest on funds held for clients is expected at $100 million to $105 million, other income at $10 million to $15 million, and adjusted diluted EPS growth of 13% to 14%. The company stated it has no cash, restricted cash, or investments at Silicon Valley Bank or Signature Bank and believes its client fund balances and liquidity are sufficient. As of February 28, 2023, cash, restricted cash, and total corporate investments totaled $1.6 billion, short- and long-term borrowings were $808.3 million, and nine-month operating cash flow was $1.3 billion. Dividends paid totaled $854.1 million for the nine months, or $2.37 per share cumulatively. The press release is furnished rather than filed, and the company notes it will file its Form 10-Q for the quarter shortly.

Mar 29, 20238-K
Material AgreementsFinancial EventsExhibits & Filings

Paychex 8-K Report, Material Agreement (Feb 7, 2023)

Paychex, Inc. (PAYX) filed this Form 8-K on February 7, 2023 to report an amendment to its credit facility. On February 3, 2023, Paychex Advance LLC, as borrower, and Paychex, Inc., as parent, entered into Amendment No. 2 to the $250 million, three-year, unsecured revolving credit facility originally established on February 6, 2020, with a syndicate of lenders for which PNC Bank, N.A. serves as Administrative Agent. The amendment's principal change is extending the facility's maturity date from February 6, 2023 to February 6, 2026, at which point all borrowings will terminate. Apart from the maturity extension and ministerial changes, the filing states that the amendment did not alter the existing terms of the facility. The filing also notes that the lenders and their affiliates have performed, and may in the future perform, various commercial banking, investment banking, underwriting, and financial advisory services for Paychex and the Company, for which they have received and will continue to receive customary fees and expenses. The full amendment is filed as Exhibit 10.1, and the Item 2.03 disclosure incorporates the Item 1.01 information by reference.

Feb 7, 20238-K
Leadership ChangesExhibits & Filings

Paychex 8-K Report, Executive Changes (Jan 24, 2023)

Paychex, Inc. (Nasdaq: PAYX) filed this Current Report on Form 8-K to disclose a board change under Item 5.02. On January 24, 2023, the Board voted to expand its size from eleven to twelve members and appointed Theresa M. Payton to fill the newly created seat, effective immediately. Ms. Payton is founder and CEO of Fortalice Solutions, and previously served as CIO for the White House from 2006 to 2008 and held executive roles in banking technology. The filing states she will serve on the Audit Committee. The filing describes Ms. Payton's background in secured technology, digital transformation, security risk assessment and incident response, noting that Fortalice Solutions has completed over 500 global engagements. She also has served on the Federal Advisory Board of CyberArk and on the Transformation Innovation Advisory Board of UniCredit S.p.A. The company's press release, filed as Exhibit 99.1, quotes Chairman Martin Mucci describing her governance insights on digital and security risks as a strong addition to the Board. The filing reports no arrangement or understanding with other persons regarding her appointment, and states she has no reportable related-party transactions under Item 404(a) of Regulation S-K. No financial results or compensation terms are disclosed in this filing.

Jan 24, 20238-K
Earnings & ResultsExhibits & Filings

Paychex 8-K Report, Financial Results (Dec 22, 2022)

Paychex, Inc. (Nasdaq: PAYX) furnished a press release under Item 2.02 reporting results for the second quarter and six months ended November 30, 2022. Total revenue for the quarter was $1,190.3 million, up 7% from $1,108.5 million a year earlier, and operating income was $472.3 million, up 7%. Diluted earnings per share were $0.99, up 9%, and adjusted diluted earnings per share were also $0.99. For the six months, total revenue was $2,396.5 million (up 9%), operating income was $967.9 million (up 10%), and diluted earnings per share was $2.04 (up 11%). Management attributed the quarter's results to growth in clients and worksite employees, higher revenue per client from price realization and product attachment, and continued demand for HCM ancillary services. Management Solutions revenue was $895.3 million (up 8%) and PEO and Insurance Solutions revenue was $273.3 million (up 4%). The company reported cash, restricted cash and total corporate investments of $1.3 billion, borrowings of $808.0 million, operating cash flow of $685.9 million for the six months, and cumulative dividends of $569.3 million paid in the period. Paychex raised its fiscal 2023 outlook (fiscal year ending May 31, 2023). It now expects total revenue growth of approximately 8%, Management Solutions revenue growth of 7% to 8%, PEO and Insurance Solutions revenue growth of 5% to 7%, and adjusted diluted earnings per share growth of 12% to 14%. Interest on funds held for clients is now expected to be $100 million to $110 million, and other income $5 million to $10 million.

Dec 22, 20228-K
Leadership ChangesShareholder MattersExhibits & Filings

Paychex 8-K Report, Executive Changes (Oct 14, 2022)

Paychex, Inc. filed this Form 8-K to report two items. Under Item 5.02, the Board voted to expand from 10 to 11 members and appointed President and CEO John B. Gibson, Jr. to fill the new seat, effective immediately, with a seat on the Executive Committee. The filing states that Gibson was appointed President and CEO by the Board on August 23, 2022, effective October 14, 2022, the date Martin Mucci retires from the CEO role. Mucci, the Chairman, will continue as a director, and the Compensation and Leadership Committee amended certain of his stock award agreements so that his continued board service counts as continued employment for vesting purposes. Awards granted in July 2022 will be forfeited upon his retirement as CEO. Under Item 5.07, stockholders at the October 13, 2022 Annual Meeting elected all ten nominees to the Board, approved the advisory vote on named executive officer compensation, and ratified PricewaterhouseCoopers LLP as the independent registered public accounting firm. Holders of 317,661,276 shares of common stock were present in person or by proxy. The compensation advisory vote recorded 261,968,713 votes for and 17,251,439 against, with 906,169 abstentions and 37,534,955 broker non-votes. For investors, the filing mainly reflects a planned leadership transition: Gibson moves from President and COO to CEO, and Mucci transitions to a director role. The filing does not discuss financial results or operating performance.

Oct 14, 20228-K
Earnings & ResultsExhibits & Filings

Paychex 8-K Report, Financial Results (Sep 28, 2022)

Paychex, Inc. (Nasdaq: PAYX) furnished a press release dated September 28, 2022 reporting financial results for the first quarter of fiscal 2023, the three months ended August 31, 2022. Total revenue was $1,206.2 million, up 11% from $1,082.9 million, and total service revenue was $1,188.3 million, up 11%. Operating income rose 12% to $495.6 million, and net income increased 14% to $379.2 million. Diluted earnings per share were $1.05, up 14%, and adjusted diluted earnings per share were $1.03, up 16%. Management Solutions revenue grew 12% to $905.5 million, while PEO and Insurance Solutions revenue grew 8% to $282.8 million. The company raised its fiscal 2023 outlook, now anticipating adjusted diluted earnings per share growth of 11% to 12%, with other guidance elements unchanged. Management cited higher compensation costs from headcount and wage-rate increases and higher PEO health insurance costs as drivers of a 11% rise in total expenses to $710.6 million. The effective income tax rate was 22.9%, compared with 24.9% a year earlier. As of August 31, 2022, cash, restricted cash and total corporate investments totaled $1.3 billion, and short- and long-term borrowings net of debt issuance costs were $808.1 million. Operating cash flow was $364.3 million, and the company paid dividends of $0.79 per share totaling $284.6 million. The information is furnished under Item 2.02 and is not deemed filed for purposes of Section 18 of the Exchange Act.

Sep 28, 20228-K
Leadership Changes

Paychex 8-K Report, Executive Changes (Aug 24, 2022)

Paychex, Inc. (Nasdaq: PAYX) announced that Martin Mucci, its Chairman and Chief Executive Officer, notified the Board on August 23, 2022 of his intention to retire as CEO effective October 14, 2022, and will remain Chairman of the Board. The Board appointed John B. Gibson, age 56, to succeed him as President and Chief Executive Officer effective October 14, 2022. Gibson had become President and Chief Operating Officer in December 2021 and previously served as Senior Vice President of Service after joining the Company in May 2013. Under the compensation terms disclosed in the filing, Gibson's base salary will increase to $825,000 per year upon becoming CEO. He will receive a non-qualified stock option award with a grant date fair value of $600,000, a time-based restricted stock award with a grant date fair value of $400,000, and a performance-based restricted stock award with a grant date fair value of $1,500,000. His cash annual incentive target will be 150% of base salary for the portion of fiscal 2023 he serves as CEO, and 125% for the portion he served as President and Chief Operating Officer. The accompanying press release, filed as Exhibit 99.1, describes the transition as the culmination of a multi-year development and succession planning process. It credits Mucci with leading the Company for twenty years and notes that Mucci has served as CEO since 2010. The press release also states that Paychex recently completed its most successful fiscal year to date.

Aug 24, 20228-K
Earnings & ResultsExhibits & Filings

Paychex 8-K Report, Financial Results (Jun 29, 2022)

Paychex, Inc. filed this Form 8-K on June 29, 2022 to furnish, under Item 2.02, a press release reporting results for the three and twelve months ended May 31, 2022 (fiscal 2022). For the fiscal year, total revenue was $4.61 billion, up 14% from $4.06 billion, and operating income was $1.84 billion, up 26% from $1.46 billion. Operating margin rose to 39.9% from 36.0%. Diluted earnings per share were $3.84, up 27%, and adjusted diluted earnings per share were $3.77, up 24%. Fourth-quarter total revenue was $1,144.3 million, up 11%, and diluted EPS was $0.82, up 12%. Management Solutions revenue grew 14% to $3.4 billion for the year and PEO and Insurance Solutions revenue grew 14% to $1.1 billion. The company reported cash flow from operations of $1.5 billion for the year, $1.0 billion in dividends paid ($2.77 per share), and $145.2 million in share repurchases. Cash, restricted cash and total corporate investments totaled $1.3 billion at May 31, 2022. For fiscal 2023, the company guided to total revenue growth of 7% to 8%, adjusted operating margin of 40% to 41%, and adjusted diluted EPS growth of 9% to 10%. The filing states the company expects to file its Form 10-K before the end of July 2022. The outlook is subject to changes in the macroeconomic environment.

Jun 29, 20228-K
Earnings & ResultsExhibits & Filings

Paychex 8-K Report, Financial Results (Mar 30, 2022)

Paychex, Inc. furnished a press release dated March 30, 2022 under Item 2.02 reporting results for the three and nine months ended February 28, 2022. Total revenue for the third quarter was $1,276.0 million, up 15% from $1,111.7 million, and operating income was $562.8 million, up 20% from $468.6 million. Diluted earnings per share were $1.19, up 23% from $0.97, and adjusted diluted earnings per share were $1.15, up 20%. For the nine months, total revenue was $3,467.4 million (up 15%), operating income was $1,446.0 million (up 31%), and diluted EPS was $3.02 (up 31%). Management Solutions revenue rose 13% to $959.9 million and PEO and Insurance Solutions revenue rose 21% to $301.7 million. Management cited a record quarter for new sales revenue and high client retention, and said operating margin was 44.1% versus 42.2% a year earlier. The effective income tax rate was 22.3% versus 24.2%, aided by discrete stock-based compensation tax benefits and a tax benefit related to prior and current year research and development costs. The company raised its fiscal 2022 guidance, now projecting total revenue growth of 12% to 13%, adjusted operating margin of approximately 40%, adjusted EBITDA margin of 44% to 45%, and adjusted diluted EPS growth of 22.5% to 23%. Other fiscal 2022 guidance items were unchanged. As of February 28, 2022, the company reported cash, restricted cash, and total corporate investments of $1.4 billion and short- and long-term borrowings of $806.3 million. Operating cash flow was $1.2 billion for the nine months, and the company paid $714.9 million in dividends. The furnished information is not deemed filed under Section 18 of the Exchange Act.

Mar 30, 20228-K
Earnings & ResultsExhibits & Filings

Paychex 8-K Report, Financial Results (Dec 22, 2021)

Paychex, Inc. furnished a press release under Item 2.02 reporting results for the three and six months ended November 30, 2021, its second quarter of fiscal 2022. Total revenue rose 13% to $1,108.5 million for the quarter and 14% to $2.19 billion for the six months. Operating income increased 24% to $440.3 million for the quarter and 38% to $883.2 million for the six months, and GAAP diluted earnings per share grew 21% to $0.91 for the quarter and 37% to $1.83 for the six months. Management Solutions revenue grew 14% to $832.0 million and PEO and Insurance Solutions revenue grew 11% to $262.4 million, with management citing higher checks per payroll, price realization, client growth, and strong demand for HR Solutions. The company raised its fiscal 2022 outlook. Total revenue growth is now expected in the range of 10% to 11%, adjusted operating margin of 39% to 40%, and adjusted diluted EPS growth of 18% to 20%. Other aspects of guidance were unchanged. Management Solutions revenue growth is now guided to 10% to 11%, and PEO and Insurance Solutions revenue growth to 10% to 12%. Balance sheet and cash flow remained solid as of November 30, 2021, with cash, restricted cash, and total corporate investments of $1.1 billion and borrowings of $806.4 million. Operating cash flow for the six months was $555.4 million, and the company paid $476.4 million in dividends. Adjusted measures in the release exclude one-time cost-saving initiative charges from the prior year and net tax windfall benefits from stock-based compensation.

Dec 22, 20218-K
Leadership ChangesExhibits & Filings

Paychex 8-K Report, Executive Changes (Nov 23, 2021)

On November 23, 2021, Paychex, Inc.'s Board of Directors announced leadership changes effective December 1, 2021. Martin Mucci, who has served as Chief Executive Officer since September 2010, will also become Chairman of the Board, succeeding founder B. Thomas Golisano, who will remain on the Board as a Director. The filing states there was no change to Mr. Mucci's compensation arrangement as a result of this appointment. The Board also promoted John B. Gibson, Jr., aged 55, to President and Chief Operating Officer. Mr. Gibson joined Paychex as Senior Vice President of Service in 2013 and will now lead daily operations including Sales, Marketing, and Product Management, in addition to his existing responsibilities for service and operations across all business divisions. His compensation changes include a one-time equity award with a grant date value of $250,000, an annual base salary increase to $600,000, and a target bonus increase to 125% of annual base salary. The filing also furnishes a press release dated November 23, 2021, which states that company revenues have increased from $2 billion to over $4 billion and market capitalization has increased from $10 billion to over $42 billion under Mr. Mucci's tenure, and that Paychex served more than 710,000 payroll clients as of May 31, 2021.

Nov 23, 20218-K
Shareholder MattersExhibits & Filings

Paychex 8-K Report, Shareholder Vote Results (Oct 15, 2021)

Paychex, Inc. filed this Form 8-K to report the results of its Annual Meeting of Stockholders, held on October 14, 2021. Holders of 318,012,217 shares of common stock entitled to vote were present in person or by proxy. Stockholders elected all ten nominees constituting the entire Board of Directors to serve until the next Annual Meeting in 2021, approved the advisory vote on named executive officer compensation, and ratified the selection of PricewaterhouseCoopers LLP as the independent registered public accounting firm. Director elections were generally well supported. For example, B. Thomas Golisano received 272,190,760 votes for and 9,617,888 against, while David J.S. Flaschen received 253,811,671 for and 27,940,961 against, and Joseph M. Tucci received 251,274,262 for and 30,470,330 against. Each nominee received 35,820,002 broker non-votes. The advisory vote on named executive officer compensation drew 190,219,035 votes for and 90,857,662 against, with 1,115,518 abstentions and 35,820,002 broker non-votes. The ratification of PricewaterhouseCoopers LLP received 316,486,354 votes for, 1,034,838 against, and 491,025 abstentions. The filing's only other exhibit reference is the Inline XBRL cover page (Exhibit 104), and it contains no financial results or other operating information.

Oct 15, 20218-K
Earnings & ResultsExhibits & Filings

Paychex 8-K Report, Financial Results (Sep 30, 2021)

Paychex, Inc. (PAYX) furnished a press release under Item 2.02 reporting results for the first quarter ended August 31, 2021, the first quarter of fiscal 2022. Total revenue rose 16% to $1,082.9 million from $932.2 million, and operating income increased 56% to $442.9 million, with operating margin of 40.9% versus 30.5% a year earlier. Diluted earnings per share grew 56% to $0.92, while adjusted diluted earnings per share, which excludes a tax windfall benefit in the current period and one-time cost-saving initiatives in the prior period, rose 41% to $0.89. Management Solutions revenue grew 17% to $805.5 million and PEO and Insurance Solutions revenue grew 14% to $262.9 million. The company raised its business outlook for fiscal 2022, which ends May 31, 2022. Management Solutions revenue and total revenue are now expected to grow approximately 8%, adjusted operating margin is expected to be 38% to 39%, adjusted EBITDA margin is expected to be approximately 43%, and adjusted diluted earnings per share is expected to grow 12% to 14%. Other expense, net is now expected to be $23 million to $26 million. Other aspects of guidance were left unchanged. Balance sheet and cash flow remained solid. As of August 31, 2021, the company reported cash, restricted cash and total corporate investments of $1.2 billion and short- and long-term borrowings of $804.5 million. Operating cash flow was $385.6 million for the quarter, and the company paid dividends of $0.66 per share totaling $238.1 million.

Sep 30, 2021
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