01—Abstract
Summary
Summary of the 8-K filed October 14, 2025. Cited figures are marked; the original filing is the authoritative source.
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.
02—Key points
Key Highlights
- The 2025 Annual Meeting of Stockholders was held October 9, 2025, via live webcast, with holders of 322,916,274 shares of common stock entitled to vote present in person or by proxy.
- All ten director nominees named in the Proxy Statement were elected to one-year terms.
- Pamela A. Joseph received the most votes against any nominee (20,619,457), while Theresa M. Payton received the fewest (3,593,628).
- The non-binding advisory vote on named executive officer compensation was approved, with 275,491,813 For and 10,038,236 Against.
- PricewaterhouseCoopers LLP was ratified as the independent registered public accounting firm for fiscal year 2026, with 318,217,078 votes For and 4,314,110 Against.
- Broker non-votes of 36,271,182 were recorded on the director election and say-on-pay proposals.
03—Questions
Frequently Asked Questions
When and how was the 2025 Annual Meeting held?
The meeting was held on October 9, 2025, via live webcast. Holders of 322,916,274 shares of common stock entitled to vote were present, either in person or by proxy.
Who was elected to the Board of Directors?
All ten director nominees named in the Company's Proxy Statement were elected to serve one-year terms: Martin Mucci, Thomas F. Bonadio, Joseph G. Doody, John B. Gibson, Pamela A. Joseph, Theresa M. Payton, Kevin A. Price, Joseph M. Tucci, Joseph M. Velli, and Kara Wilson.
Did stockholders approve the executive compensation?
Yes. The non-binding advisory vote on named executive officer compensation was approved, with 275,491,813 votes For, 10,038,236 Against, 1,115,043 Abstaining, and 36,271,182 broker non-votes.
Was the independent auditor approved for fiscal year 2026?
Yes. Stockholders ratified the selection of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for fiscal year 2026, with 318,217,078 votes For, 4,314,110 Against, and 385,086 Abstaining.
What do broker non-votes indicate?
The filing reports 36,271,182 broker non-votes on the director election and the say-on-pay proposal. The filing does not explain their cause beyond reporting the counts.
04—Continue