Paycom Software Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

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PAYCOM SOFTWARE, INC.

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Letter from our Co-Chief Executive Officers

In 2023, Paycom celebrated its 25-year anniversary of excellence and our continued commitment to simplifying the lives of employees and creating efficiencies for employers. From the very start, innovation has been at the core of our success and remains a key driver of our vision for the future as we continue to redefine human capital management systems and their capabilities. Driven by the relentless efforts of our team members across our operations, we have built a world-class HR and payroll software company and changed the way businesses and their employees operate, but we are still just at the beginning of our journey with many stockholder value creation opportunities ahead.

2023 Highlights

Paycom delivered strong financial results in 2023 thanks to the considerable coordinated efforts across the organization. We ended the year with 23.2% growth in revenue, a net income margin of 20.1%, and an adjusted EBITDA margin of 42.5%. Our latest tools further enhance our offerings. Our revolutionary enhancement to Time-Off Requests, GONE™, emphasizes our continued efforts to highlight the value clients achieve through the automation we provide. While automations like GONE are exciting, it is Beti® that continues to turn heads in the marketplace. Our clients want a strong return on their HCM investment, and Beti is where they are finding it. As part of our international expansion strategy, we announced our development and launch of native payroll in Canada and Mexico, and in early 2024, announced that we are expanding automated payroll with Beti into the United Kingdom. As a testament to our industry-leading solutions, we were awarded a Gold Globee® at the 2023 Globee Business Awards, which honors organizations with exemplary performance across diverse business domains based on achievements in innovation, leadership and customer service.

New Leadership Structure to Advance Paycom’s Growth

As we continue to revolutionize the HR and payroll software industry and as a natural progression for our expanding operations, in February 2024, we were appointed Co-Chief Executive Officers. We have great trust in this new leadership structure, which we believe will substantially increase our time investments in areas where Paycom can have the biggest impact on clients, including product innovation and strategy, while maintaining excellence in our operations. We also recently named Jason Clark, who previously served as an independent member of the Board, as Chief Administrative Officer to tap into his operational and executive leadership experience as we work to strengthen efficiency across our operations.

Our People Strategy Supports Our Growth and Continued Innovation

As a company serving both employers and employees, we recognize that our talented team members are the foundation of our success. Our commitment to attracting and retaining the best talent remains steadfast, with continued investments in employee engagement, DEI and learning and development programs. In 2023, we continued to providetop-tier benefits to our team members, including Paycom’s $1 per-pay period health insurance, on-site well-being advisors and paid family leave, among many industry-leading investments in our employees’ well-being. We were pleased that as a result of our continued commitment to our employees, Paycom was recognized as one of America’s Greatest Workplaces for Diversity and for Parents & Families by Newsweek. We also received Gallup’s Exceptional Workplace Award.

Looking Ahead

As we enter 2024, we remain focused on three strategic priority areas: providing world-class service, enhancing solution automation, and achieving client ROI. Our guiding goal is to continue bringing the power of Paycom to employers and employees through our innovative cloud-based HR solutions. We believe our expanded world-class leadership team has the necessary industry expertise and appreciation of Paycom’s innate potential to drive sustainable value creation for our stockholders and we look forward to what we will build together this year and beyond.

Thank you for your continued support of Paycom, our Board and our leadership team.

Letter from our Lead Independent Director

On behalf of the full Board, I would like to thank you for your continued investment in Paycom and your support of the management team and the Board. We were pleased with the Company’s continued track record of success in 2023 as demonstrated by strong revenue growth, stellar profitability margins and unstoppable drive to innovate through the launch of new product offerings. We are confident that the new Co-Chief Executive Officer leadership structure will promote our growth and create value for our stockholders, clients and employees.

Returning Value to Our Stockholders

Last year, after 25 years of investments that propelled our rapid growth and established a market-leading position in the payroll and HR software services market, we announced our first cash dividend policy. We are happy to report that in the first year of this policy, combined with our stock buyback program, we returned over $365 million to our stockholders in 2023. This new dimension of our capital allocation strategy represents an important milestone that demonstrates our maturity to simultaneously invest both in long-term growth innovations and returning value to our stockholders.

We Listened and Responded to Stockholder Feedback

Stockholder input remains a critical element of the Board’s oversight process and strategic considerations. To better understand our stockholders’ priorities, we maintain a stockholder outreach program that is led by our independent Board members. In 2023 and in direct response to certain stockholders’ preferences, the Board approved an amendment to the bylaws that removed certain requirements of the advance notice provisions that our stockholders viewed to be unnecessary. In response to the majority-supported stockholder proposal from the 2023 annual meeting, we further amended our bylaws and adopted a majority vote standard for uncontested director elections.

Furthermore, the change in Mr. Richison’s position from Chief Executive Officer to Co-Chief Executive Officer triggered the forfeiture of his 2020 CEO performance award in accordance with its terms, which directly addressed remaining stockholder concerns related to the magnitude of the award as reflected in our recentsay-on-pay vote outcomes.

Committed to Sustainable Operations

Paycom is firmly committed to creating a safe and inclusive workplace, giving back to the community and minimizing our environmental impact. We are also committed to maintaining the highest standards for data privacy and cybersecurity. Our information security program is designed to ensure that management and the Board of Directors are adequately informed about, and provided with the tools necessary to monitor, (i) material risks from cybersecurity threats and (ii) our efforts related to the prevention, detection, mitigation, and remediation of cybersecurity incidents. In recognition of our continued efforts to elevate cybersecurity standards, Paycom was recognized as American Hospital Association’s Preferred Cybersecurity Provider for secure payroll and HCM services in 2023.

As we look into the future, the Board believes in Paycom’s strategy and the ability of our expanded leadership team to grow and deliver stockholder value. We look forward to continuing the dialogue with our stockholders and would like to thank everyone who engaged with us over the last few years.

On behalf of the Board, thank you for your commitment to Paycom.

FREDERICK C. PETERS II Lead Independent Director

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING TO BE HELD ON APRIL 29, 2024

In addition to delivering paper copies of these proxy materials to you by mail, this notice and the accompanying proxy statement, form of proxy and 2023 Annual Report are available at www.proxydocs.com/PAYC.

YOUR VOTE IS IMPORTANT. Regardless of whether you plan to attend the Annual Meeting, we urge you to vote your shares as soon as possible. For more information about voting, please refer to “Appendix B – Questions and Answers”.