01—Abstract
Summary
Summary of the 8-K filed January 20, 2026. Cited figures are marked; the original filing is the authoritative source.
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 billiona of the company's common stock, replacing the prior 2024 authorization of $400 million.
The same announcement declared a regular quarterly cash dividend of $1.08b 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.
02—Key points
Key Highlights
- Board expanded from 10 to 11 members and appointed J. Michael Hansen as an independent director, effective immediately.
- Hansen, former CFO of Cintas Corporation for more than 10 years, was appointed to the Audit Committee.
- Hansen previously served on the Board of Paycor HCM, Inc. from 2008 to 2018; Paychex acquired Paycor in April 2025.
- New Board-approved stock repurchase authorization of up to $1 billion replaces the prior 2024 authorization of $400 million.
- Regular quarterly cash dividend of $1.08 per share declared, payable February 27, 2026 to holders of record as of January 28, 2026.
- Paychex stated it returned over $1.5 billion to shareholders through dividends and share repurchases in fiscal 2025.
03—Questions
Frequently Asked Questions
Who is J. Michael Hansen and why was he appointed?
Hansen served as Executive Vice President & Chief Financial Officer of Cintas Corporation for more than 10 years and held various other positions during a 30-year tenure there. He retired as CFO in May 2025 and became Assistant to the Chief Executive Officer of Cintas. The company cited his financial expertise and strategic insight, and he was appointed as an independent director to fill the newly created seat.
What is Hansen's committee role and compensation?
Hansen was appointed to the Audit Committee of the Board. He will participate in the compensation arrangement generally applicable to all non-employee directors.
How large is the new share repurchase authorization?
The Board approved a program to repurchase up to $1 billion of the company's common stock. It replaces the existing 2024 authorization to repurchase $400 million of common stock.
What dividend did Paychex declare?
The Board declared a regular quarterly cash dividend of $1.08 per share, payable February 27, 2026, to shareholders of record as of January 28, 2026.
Did Hansen have any prior relationship with Paychex?
Hansen served on the Board of Directors of Paycor HCM, Inc. from 2008 to 2018 while at Cintas. Paychex acquired Paycor in April 2025. The filing states he has no other arrangement or understanding with any person regarding his appointment and has no reportable related-party transactions under Item 404(a) of Regulation S-K since the start of the last fiscal year.
04—Continue