PAYCHEX INC
For the period ended Oct 10, 2024. Filed Aug 30, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Oct 10, 2024 · Filed Aug 30, 2024
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Contents
PROXY STATEMENT SUMMARY
This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all the information that you should consider, and you should read the entire proxy statement before voting. For more complete information regarding the performance of Paychex, Inc. (the “Company,” “Paychex,” “we,” or “our”) for the fiscal year ended May 31, 2024 (“fiscal 2024”), review the Company’s Annual Report on Form 10-K (“Form 10-K”) for fiscal 2024.
Paychex, Inc. 2024 Annual Meeting of Stockholders
| October 10, 2024 9:30 a.m., Eastern Time | Virtual Meeting at: www.virtualshareholdermeeting.com/PAYX2024 |
Meeting Agenda and Voting Matters
| Item | Proposal | Board Vote Recommendation | Page Reference (for more detail) |
|---|---|---|---|
| Proposal 1 | Election of eleven directors for a one-year term | FOR each director nominee | 5 |
| Proposal 2 | Advisory vote to approve named executive officer compensation | FOR | 30 |
| Proposal 3 | Ratification of the selection of PricewaterhouseCoopers LLP to serve as our independent registered public accounting firm | FOR | 73 |
Paychex, Inc. 2024 Proxy Statement• 1
Proxy Summary
Fiscal 2024 Business Highlights*
| $5.1B | $2.2B | $4.67 |
|---|---|---|
| Total service revenue | Operating income | Diluted earnings per share |
| 5% increase | 7% increase | 9% increase |
| $1.5B | $2.1B | $4.72 |
| Total returned to stockholders(1) | Operating income,net of certain items(2) | Adjusted diluted earningsper share(2) |
| 26% increase | 6% increase | 11% increase |
| * | Percent increase reflects growth percentages compared to fiscal 2023 |
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| (1) | Reflects dividends and repurchases of outstanding shares of our common stock. |
| (2) | Operating income, net of certain items and adjusted diluted earnings per share are not United States generally accepted accounting principles (“GAAP”) measures. Refer to “Paychex, Inc. Non-GAAP Financial Measures” in Appendix A of this proxy statement for a discussion of these non-GAAP measures and a reconciliation of the most comparable GAAP measure of operating income and diluted earnings per share. |
Paychex has focused on returning value to our stockholders and continued with stockholder-friendly actions during fiscal 2024. In May 2024, the Company increased its quarterly dividend by $0.09 per share, or 10%, to $0.98 per share. The Company continued to repurchase its common stock to offset dilution and in fiscal 2024 repurchased 1.5 million shares for $169.2 million.
Returned $1.5 Billion to Stockholders in Fiscal 2024
| $1.3B | $169.2M |
|---|---|
| Dividends Paid | Share Repurchases |
Paychex, Inc. 2024 Proxy Statement• 2
Proxy Summary
Recent Awards and Recognition
| World’s Most Ethical Companies® Paychex has been named among one of the 2024 World’s Most Ethical Companies® on Ethisphere‘s annual list for the 16th time. | HR Tech Award Paychex was recognized by Lighthouse Research & Advisory for the fifth consecutive year as a Best Small Business-focused Solution in the Core HR/Workforce category. |
| FORTUNE® Magazine America’s’ Most Innovative Companies Paychex was again named one of America’s Most Innovative Companies, recognizing its commitment to industry-leading HR solutions while fostering a culture of innovation. | Sapient Insights Group “Top Five” Vendor Paychex earned six spots as a “Top Five” vendor solution for small- and medium-sized businesses based directly on Paychex customer feedback for vendor satisfaction and user experience. |
| America’s Climate Leaders Paychex has been recognized for the second consecutive year by USA Today on the 2024 America’s Climate Leaders List for the Company’s achievement in reducing its core emissions and carbon footprint. | Training APEX Award Paychex has been recognized by Training magazine as one of the top training organizations in the world for the 23rd consecutive time. |
Pay-for-Performance
Key features of our executive compensation program that tie compensation to the Company’s performance are:
| • | A significant portion of annual compensation is “at risk” based on performance. For the President and Chief Executive Officer (“CEO”), 89% of his total target compensation is at risk. On average, for the other named executive officers (“NEOs”) (excluding Mr. Rivera), 80% of their total target compensation is at risk. |
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| • | Variable compensation is comprised of an annual cash incentive program and longer-term equity-based incentives. For the annual cash incentive for fiscal 2024, results for certain performance metrics were below target, resulting in payouts at 62.6% of target for the CEO and 56.9% of target for the other NEOs, excluding Mr. Rivera. |
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| • | Performance stock awards granted in July 2022 reached the end of the two-year performance period in May 2024. Achievement was at 107% of target. The awards earned are restricted for an additional one-year period. |
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For more information on compensation for our NEOs and how it ties to performance, refer to the Compensation Discussion and Analysis and Named Executive Officer Compensation sections of this proxy statement.
Paychex, Inc. 2024 Proxy Statement• 3
Proxy Summary
The Company values stockholder feedback and is committed to ongoing engagement. During fiscal 2024, formal discussions with stockholders were held reviewing topics including corporate governance and other matters that were priorities of our stockholders. Refer to the Corporate Governance section of this proxy statement for more information on our fiscal 2024 stockholder outreach and engagement.
Additional Information
Refer to the Frequently Asked Questions section of this proxy statement for important information about proxy materials, voting, annual meeting procedures, company documents, communications, and the deadlines to submit stockholder proposals for the 2025 Annual Meeting of Stockholders. Additionally, questions may be directed to Investor Relations at (800)828-4411 or by written request to 911 Panorama Trail South, Rochester, NY 14625, Attention: Investor Relations. General information regarding the meeting and links to key documents can be found on our Investor Relations web page athttps://investor.paychex.com.
Cautionary Note Regarding Forward-Looking Statements
This proxy statement contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements provide current expectations or forecasts of future results or events and include, among others:
| • | statements with respect to the beliefs, plans, objectives, and expectations regarding the future compensation plans of the Company and corporate responsibility initiatives and goals of the Company; and |
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| • | statements preceded by, followed by, or that include the words “aim,” “anticipate,” “believe,” “could,” “design,” “estimate,” “goal,” “intend,” “may,” “plan,” “potential,” “project,” “should,” “strategy,” “strive,” “target,” “will,” “would,” or similar expressions. |
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Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations, and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy, and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks, and changes in circumstances that are difficult to predict, many of which are outside our control. Our actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not place undue reliance upon any of these forward-looking statements. For a discussion of some of the risks and important factors that could cause actual results to differ from such forward-looking statements, please see the risks and other factors detailed from time to time in our most recent periodic reports on Form 10-K and Form 10-Q and other filings with the Securities and Exchange Commission (“SEC”). Except as required by law, we undertake no obligation to update these forward-looking statements after the date of filing this proxy statement with the SEC to reflect events or circumstances after such date, or to reflect the occurrence of unanticipated events.
Paychex, Inc. 2024 Proxy Statement• 4
Election of Directors
PROXY STATEMENT
911 Panorama Trail South
Rochester, NY 14625
Paychex, Inc. (“Paychex,” the “Company,” “we,” “our,” or “us”), a Delaware corporation, is furnishing this proxy statement to stockholders in connection with the solicitation of proxies on behalf of the Board of Directors of the Company (the “Board”) for the 2024 Annual Meeting of Stockholders (the “Annual Meeting”). This proxy statement summarizes information concerning the matters to be presented at the Annual Meeting and related information to help stockholders make an informed vote. Distribution of this proxy statement and a form of proxy to stockholders is scheduled to begin on or about August 30, 2024.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.