PAYCHEX INC
For the period ended Oct 9, 2025. Filed Aug 29, 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.
Oct 9, 2025 · Filed Aug 29, 2025
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Contents
PROXY STATEMENT SUMMARY
This summary section 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, 2025 (“fiscal 2025”), review the Company’s Annual Report on Form 10-K (“Form 10-K”) for fiscal 2025.
Paychex, Inc. 2025 Annual Meeting of Stockholders
| October 09, 2025 9:30 a.m., Eastern Time | Virtual Meeting at: www.virtualshareholdermeeting.com/PAYX2025 |
Meeting Agenda and Voting Matters
| Item | Proposal | Board Vote Recommendation | Page Reference (for more detail) |
|---|---|---|---|
| Proposal 1 | Election of ten directors for a one-year term | FOR each director nominee | 5 |
| Proposal 2 | Advisory vote to approve named executive officer compensation | FOR | 28 |
| Proposal 3 | Ratification of the selection of PricewaterhouseCoopers LLP to serve as our independent registered public accounting firm | FOR | 65 |
Paychex, Inc. 2025 Proxy Statement• 1
Proxy Summary
Fiscal 2025 Business Highlights*
| Total service revenue $5.4B 5% increase | Operating income $2.2B 2% increase | Diluted earnings per share $4.58 2% decrease |
|---|---|---|
| 5-year TSR(1) 151% | Operating income, net of certain items(2) $2.2B 7% increase | Adjusted diluted earnings per share(2) $4.98 6% increase |
| * | Percent increase reflects growth percentages compared to the fiscal year ended May 31, 2024 (“fiscal 2024”). |
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| (1) | Total Shareholder Return (“TSR”) assumes a $100 investment in Paychex common stock from May 31, 2020 to May 31, 2025, with dividends reinvested. |
| (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 to the most comparable GAAP measures of operating income and diluted earnings per share. |
In fiscal 2025, we completed our largest acquisition to date with the addition of Paycor HCM, Inc. (“Paycor”), a leading provider of HCM, payroll, and talent software, which enables us to better serve larger businesses with more complex needs and expands our addressable market to over $100 billion.
Paychex continued focusing on returning value to our stockholders during fiscal 2025. In May 2025, the Company increased its quarterly dividend by 10%, or $0.10 per share to $1.08 per share. The Company continued to repurchase its common stock to offset dilution and in fiscal 2025 repurchased 0.8 million shares for $104.5 million.
Distributed approximately $1.6 Billion to Stockholders in Fiscal 2025
(an increase of 5% compared to fiscal 2024)
| Dividends Paid $1.4B | Share Repurchases $104.5M |
Paychex, Inc. 2025 Proxy Statement• 2
Proxy Summary
Recent Awards and Recognition
| World’s Most Ethical Companies® Paychex has been named one of the 2025 World’s Most Ethical Companies® by Ethisphere for the 17th year. Paychex is one of only three companies to receive this honor 17 times. | TIME Magazine America’s Best Companies Paychex has been named a top-performing U.S.-based organization for the company’s culture, business results, and corporate responsibility efforts. |
| Training Hall of Fame Paychex has been inducted into Training magazine’s Training Hall of Fame for consecutive recognition as one of the world’s top training organizations. | Excellence in Technology In 2024, Paychex Flex Perks® was recognized for excellence in technology by Brandon Hall Group. This is the 11th time Paychex’s innovative technology solutions have been awarded by the global research and analyst firm. |
| Top HR Product of the Year In 2024, Paychex Flex Perks® was recognized as a Top HR Product. This is the fourth time a Paychex solution has been named a top product by Human Resource Executive. | FORTUNE®Magazine America’s’ Most Innovative Companies Paychex has been named one of America’s Most Innovative Companies on Fortune’s annual list for the third 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”), 90% of his total target compensation is at risk or variable. On average, for the other named executive officers (“NEOs”) (excluding Mr. Ante, who joined the Company in April 2025), 82% of their total target compensation is at risk or variable. |
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Paychex, Inc. 2025 Proxy Statement• 3
Proxy Summary
| • | Variable compensation is comprised of an annual cash incentive program and longer-term equity-based incentives. For the annual cash incentive for fiscal 2025, results for certain performance metrics were below target, resulting in payouts at 70.9% of target for the CEO and 63.0% of target on average for the other NEOs (excluding Mr. Ante, who joined the Company in April 2025). |
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| • | Performance stock awards granted in July 2023 reached the end of the two-year performance period in May 2025. Achievement was at 84% 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.
The Company values stockholder feedback and is committed to ongoing engagement. During fiscal 2025, 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 2025 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 2026 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 U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements include, among others, statements that are not historical facts. They provide current expectations or forecasts of future results or events and examples 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,” “ambition,” “anticipate,” “believe,” “could,” “design,” “estimate,” “goal,” “intend,” “may,” “plan,” “potential,” “project,” “seek,” “should,” “strategy,” “strive,” “target,” “will,” “would,” and other similar words or phrases. |
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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 known and unknown uncertainties, risks, changes in circumstances, and other factors that are difficult to predict, many of which are outside our control. Our actual performance and outcomes, including without limitation, our actual results and financial condition, may differ materially from those indicated in or suggested by the forward-looking statements. Therefore, you should not rely on 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. 2025 Proxy Statement• 4
PROXY STATEMENT
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.