01—Abstract
Summary
Summary of the 8-K filed October 11, 2024. Cited figures are marked; the original filing is the authoritative source.
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.
02—Key points
Key Highlights
- Annual Meeting held October 10, 2024 via live webcast with holders of 325,831,506 shares of common stock entitled to vote present in person or by proxy.
- All eleven director nominees were elected to one-year terms, with Pamela A. Joseph receiving the most votes against (33,251,407).
- Non-binding advisory vote on named executive officer compensation was approved, with 275,855,902 votes for and 13,360,555 against.
- Stockholders ratified PricewaterhouseCoopers LLP as the independent registered public accounting firm for fiscal year 2025, with 322,397,905 votes for and 3,139,220 against.
- Broker non-votes of 35,551,831 were recorded on each director election and the executive compensation proposal.
- Filing is an Item 5.07 disclosure of voting results; no other business matters are reported.
03—Questions
Frequently Asked Questions
How many shares were represented at the 2024 Annual Meeting?
Holders of 325,831,506 shares of common stock entitled to vote were present at the meeting, either in person or by proxy.
Were all director nominees elected?
Yes. The filing states that each of the 11 nominees was duly elected to hold office for a one-year term until successors are elected and qualified. Joseph M. Tucci received 270,896,221 for votes and 18,790,173 against votes, among the nominees with the highest opposition.
Did stockholders approve executive compensation?
Yes. The non-binding advisory vote on named executive officer compensation was approved, with 275,855,902 votes for, 13,360,555 against and 1,063,218 abstaining.
Which independent auditor did stockholders ratify?
Stockholders ratified PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for fiscal year 2025, with 322,397,905 votes for, 3,139,220 against and 294,381 abstaining.
What does the filing's exhibit list include?
The only item listed under Item 9.01 is the cover page Interactive Data File, embedded in Inline XBRL.
04—Continue