Paycom Software Inc

Rule 10b5-1 Trading Arrangements

During the quarter ended September 30, 2024, no director or officer (as defined in Rule 16a-1(f) of the Exchange Act) of the Company adopted, modified, orterminatedany “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” (in each case, as defined in Item 408(a) of Regulation S-K).

Amended and Restated Bylaws

On October 28, 2024, our Board of Directors amended and restated the Company’s existing amended and restated bylaws (as so amended and restated, the “Amended and Restated Bylaws”), effective immediately. The amendments contained in the Amended and Restated Bylaws:

•

clarify that the Board of Directors or the President may postpone, reschedule or cancel any special meeting of stockholders, subject to the requirements of the Company’s Amended and Restated Certificate of Incorporation;

•

expand on the powers of the chairman of a stockholder meeting to regulate conduct of that meeting;

•

provide that a white proxy card is reserved for exclusive use of the Board of Directors and that no proxy shall be voted after one year from its date, instead of three years;

•

enhance certain procedural and information requirements with respect to advance notice of stockholder nominations and proposals, including by:

o

requiring additional representations and undertakings from any stockholder nominee with respect to the truth and accuracy of statements provided to the Company as well as compliance with all applicable rules of securities exchanges, the Company’s governing documents and fiduciary duties under Delaware law;

o

limiting disclosure of certain agreements, arrangements, understandings or relationships to only such agreements, arrangements, understandings or relationships that are material;

o

refining information requirements of proposing stockholders and their associated persons with respect to (i) ownership of the Company’s capital stock, (ii) direct or indirect material interests in the nominee or proposal, (iii) voting arrangements or financial support of any proposed director nominee or other business, (iv) the date of first contact between the proposing stockholder and its associated persons, on the one hand, and the proposed nominee, on the other hand, and (v) interests in the Company’s principal competitors;

o

updating requirements related to solicitations in accordance with universal proxy rules; o clarifying requirements for updates and supplements of previously provided information; and

o

deleting the “acting in concert” definition (and modifying or replacing related defined terms and provisions) to limit certain disclosure requirements to a narrower group of persons who fall within the new definition of “Stockholder Associated Person”;

•

add a requirement that any director nominee be available for interview within 10 days of request of the Board of Directors or the Nominating and Corporate Governance Committee of the Board of Directors;

•

provide that the Board of Directors or the Chief Executive Officer (rather than only the Board of Directors) may grant rights to indemnification and advancement of expenses to current and former employees or agents with the same or lesser scope as indemnification of, and advancement of expenses to, current and former directors and officers; and

•

make various other minor updates, including conforming and clarifying changes.

The foregoing summary of the Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated Bylaws, a copy of which is attached hereto as Exhibit 3.2 and is incorporated herein by reference.