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Paycom Software Inc

For the period ended May 5, 2025. Filed Apr 3, 2025.

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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.

May 5, 2025 · Filed Apr 3, 2025

PAYC$237.32-5.1%Stored close · as of Nov 6, 2026
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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

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐Preliminary Proxy Statement
☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒Definitive Proxy Statement
☐Definitive Additional Materials
☐Soliciting Material Pursuant to §240.14a-12

PAYCOM SOFTWARE, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒No fee required.
☐Fee paid previously with preliminary materials.
☐Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11.

Letter from our Chief Executive Officer

We built significant momentum in 2024 thanks to focused execution, organic sales growth and operational efficiency gains. We remain focused on providing world-class service to our clients, solidifying client ROI achievement and deepening our automation capabilities through product innovation. I’m very pleased with how these client-focused initiatives are resonating across our client base. Demand for automation and our single-software solution remains high as we continue to transform the employee experience.

2024 Highlights

Our performance strengthened throughout 2024 as we diligently executed our plan. As a result, Paycom delivered strong financial results in 2024. Revenue increased to $1.88 billion, representing 11% year-over-year organic growth. Our GAAP net income was $502 million, representing 27% of total revenue, while our adjusted EBITDA increased to $775 million, representing a full-year margin of 41.2%. We also returned more value to stockholders, buying back over $144 million in stock and paying more than $84 million in dividends during the year.

Most Automated Solution

Our software vision is that people shouldn’t do tasks that systems can safely automate. In 2024, we greatly increased our development productivity rates and expanded our software’s capabilities as the most automated solution in the industry. We are rapidly moving toward automation across our full solution, which will drive even more ROI for our clients. Beti® and GONE® are our two most impactful examples of revolutionary automation that are garnering recognition, as both solutions have received the HR Product of the Year award from HR Executive Magazine. They exemplify how we are delivering a fundamentally differentiated value proposition for our clients, reducing complexity and ultimately providing a better employee experience. Automation is also benefiting our differentiated, high-touch client service model, which gives every client a single point of immediate contact. Internal efficiencies through automation resulted in improved response rates to clients in 2024 while reducing service tickets by 25% compared to last year. We will continue to advance our automation capabilities across our entire solution in 2025 and beyond.

Strong Culture

We’re proud of our nationally-recognized workforce that fuels our ability to deliver on our mission to help clients win. Paycom was recognized as one of America’s Best Employers for Tech Workers by Forbes and one of the World’s Best Companies by Time. We remain devoted to a culture of belonging, supporting employees of all backgrounds and experiences to reach their highest potential. Our commitment to our team members resulted in Newsweek naming Paycom to its list of America’s Greatest Workplaces for Diversity.

Looking Ahead

The momentum we created in 2024 is setting us up well for 2025 and beyond. We have an organic growth model that produces high-quality revenue and profits. We have the product vision to lead our industry, and we have the talent who delivers on our promises to clients every day. Client satisfaction continues to be our priority, and our employees are committed to ensuring our clients experience the maximum return on their Paycom investment.

Thank you for your investment in Paycom as we fulfil our purpose: to create technology that simplifies life for employees.

CHAD RICHISON

Chief Executive Officer and Chairman of the Board of Directors

Letter from our Lead Independent Director

On behalf of the Board, thank you for your commitment to Paycom. I am pleased to share with you our achievements and strategic direction as we reflect on a year of significant progress and look forward to the opportunities that lie ahead. As the Lead Independent Director, I am proud to represent a Board that is deeply committed to fostering innovation, driving sustainable growth, and ensuring that Paycom remains a leader in our industry.

Investing in Automation

Automation is reshaping how businesses operate, and Paycom is at the forefront of this transformation. Throughout 2024, the Board kept a keen eye on evolving technology market trends, ensuring that we invested in capabilities to position Paycom for long-term growth and deliver the best service to our customers. We are continuing to invest in automating our solution and leveraging responsible AI to further those efforts.

The Board is actively engaged in overseeing these efforts, receiving quarterly updates from our management team on our automation initiatives. This regular cadence ensures that we are harnessing automation to drive innovation while upholding our commitment to ethical and responsible technology use. We believe our focus on automation will drive sustainable value creation for our stockholders.

Governance and Leadership Updates

The Board is committed to ongoing refreshment to ensure we have the right expertise to guide Paycom’s future. Over the past year, we welcomed two new directors: Joseph L. Binz, who brings extensive financial leadership experience in the technology industry; and Archana Vemulapalli, who contributes deep expertise in technology, product strategy and oversight. Their insights enhance our ability to navigate the complexities of the payroll and HCM landscape and drive innovation.

Stockholder engagement remains a cornerstone of our oversight process. We maintain a robust stockholder outreach program, led by our independent Board members, to stay connected with your perspectives and priorities. This dialogue is essential in shaping our strategy and ensuring that we continue to deliver value to you, our stockholders.

Looking Ahead to 2025 and Beyond

In 2024, we enhanced our product offerings, delivering even stronger ROI, value, and functionality to clients across the globe. These improvements, including new automation initiatives, have streamlined HR processes and empowered employees to manage their payroll and HR tasks with greater efficiency and fewer errors.

As we look to 2025, Paycom is well-positioned for continued success. Our strong sales momentum and consistent revenue retention rate in 2024 set the stage for a promising year ahead. We remain dedicated to attracting and retaining best-in-industry talent to support our business and innovation efforts, ensuring that Paycom continues to lead the payroll and HCM space. The Board fully supports our management team, whose fresh perspectives have unlocked growth opportunities and reinforced our commitment to driving strong client retention and long-term stockholder value.

On behalf of the entire Board, I thank you for your continued support and confidence in Paycom. We are excited about the future and look forward to sharing our progress with you in the year ahead.

FREDERICK C. PETERS II Lead Independent Director

NOTICE OF 2025 Annual Meeting of Stockholders7501 W. Memorial Road Oklahoma City, Oklahoma 73142 (405) 722-6900
DATE AND TIMELOCATIONRECORD DATE
May 5, 2025 11:00 a.m. local timeGaillardia 5300 Gaillardia Boulevard Oklahoma City, Oklahoma 73142March 12, 2025
ITEMS OF BUSINESS
Proposal · Board of Directors Recommendation · See Page
1To elect two Class III directors, each to serve until the date of the 2028 annual meeting of stockholders and until his successor has been duly elected and qualified, or his earlier death, resignation or removal;FOR each director nominee30
2To ratify the appointment of Grant Thornton LLP as our independent registered public accounting firm for the year ending December 31, 2025; andFOR33
3To approve, on an advisory basis, the compensation of our named executive officers.FOR70

Stockholders will also transact such other business that may properly come before the Annual Meeting or any adjournment or postponement of the Annual Meeting.

VotingAdjournments and Postponements
In person Online By telephone By mailTo vote in person, you must attend the Annual Meeting and obtain and submit a ballot. The ballot will be provided at the Annual Meeting. You may vote by proxy online by following the instructions found on the proxy card. You may vote by proxy by calling the toll-free number found on the proxy card. You may vote by proxy by completing, signing, dating and promptly returning the enclosed proxy card in the postage-paid envelope.Any action on the items of business described above may be considered at the Annual Meeting at the time and on the date specified above or at any time and date to which the Annual Meeting may be properly adjourned or postponed. Stockholder List A complete list of stockholders entitled to vote at the Annual Meeting will be available for inspection at the principal executive offices of the Company during regular business hours for a period of 10 calendar days ending on the day before the Annual Meeting.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING TO BE HELD ON MAY 5, 2025

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 2024 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”.

By Order of the Board of Directors,

Chad Richison

Chief Executive Officer, President and

Chairman of the Board of Directors

Oklahoma City, Oklahoma

April 3, 2025

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.