01—Abstract
Summary
Summary of the 8-K filed October 16, 2026. Cited figures are marked; the original filing is the authoritative source.
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.
02—Key points
Key Highlights
- Annual Meeting held October 15, 2026 via live webcast, with holders of 324,320,880 shares of common stock present in person or by proxy
- All ten director nominees elected to one-year terms; Martin Mucci received 283,224,003 votes for and 7,294,315 against
- Non-binding advisory vote on named executive officer compensation approved, with 281,426,667 votes for and 8,734,702 against
- Ratification of PricewaterhouseCoopers LLP as independent registered public accounting firm for fiscal year 2027 approved, with 321,717,754 votes for and 2,376,672 against
- Stockholder proposal on an attainable stockholder right to call a special meeting was not approved, with 142,899,210 votes for and 146,541,000 against
- Broker non-votes totaled 33,444,862 on the director election, say-on-pay, and special meeting proposals
03—Questions
Frequently Asked Questions
Were all of the director nominees elected?
Yes. The filing states that each of the 10 director nominees was duly elected to serve as a member of the Board for a one-year term and until their successors are elected and qualified.
Did stockholders approve the compensation of the named executive officers?
Yes. The non-binding advisory vote was approved, with 281,426,667 votes for, 8,734,702 against, and 714,649 abstentions, plus 33,444,862 broker non-votes.
Was PricewaterhouseCoopers LLP ratified as the independent auditor?
Yes. The selection of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for fiscal year 2027 was ratified, with 321,717,754 votes for, 2,376,672 against, and 226,454 abstentions.
What happened to the stockholder proposal on calling a special meeting?
The proposal was not approved. It received 142,899,210 votes for, 146,541,000 against, and 1,435,808 abstentions, with 33,444,862 broker non-votes.
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