PAYCHEX INC
For the period ended Oct 15, 2026. Filed Sep 4, 2026.
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Oct 15, 2026 · Filed Sep 4, 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
(Amendment No.)
Filed by the Registrant
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Filed by a Party other than the Registrant
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Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
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| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| ☒ | Definitive Proxy Statement |
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| ☐ | Definitive Additional Materials |
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| ☐ | Soliciting Material under §240.14a-12 |
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(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 all boxes that apply):
| ☒ | No fee required. |
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| ☐ | Fee paid previously with preliminary materials. |
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| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
| WHEN Thursday, October 15, 2026 9:30 a.m. Eastern Time WHERE Online only at www.virtualshareholdermeeting.com/PAYX2026 IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2026 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON OCTOBER 15, 2026. On or about September 4, 2026, we will mail to all stockholders a Notice of Internet Availability of Proxy Materials, which contains instructions for accessing our proxy materials on the Internet and voting by telephone or on the Internet. The Notice of Internet Availability of Proxy Materials also contains instructions for requesting a printed set of proxy materials. Paychex, Inc.’s Proxy Statement and Annual Report for the year ended May 31, 2026, are available at www.proxyvote.com and https://investor.paychex.com. Our principal executive offices are located at 911 Panorama Trail South, Rochester, NY 14625-2396. | MATTERS TO BE VOTED ON: The principal business of the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) will be: 1. To elect ten nominees to the Board of Directors for a one-year term; 2. To hold an advisory vote to approve named executive officer compensation; 3. To ratify the selection of PricewaterhouseCoopers LLP to serve as our independent registered public accounting firm; 4. To vote on a Shareholder Proposal: Attainable Shareholder Right to Call for a Special Shareholder Meeting; and 5. To transact such other business as may properly come before the meeting or any adjournment thereof. WHO MAY VOTE: Stockholders of record at the close of business on August 17, 2026, are entitled to notice of and to vote at the Annual Meeting and at any adjournments or postponements thereof. HOW TO PARTICIPATE: Our Annual Meeting will be broadcast as a live webcast accessible at www.virtualshareholdermeeting.com/PAYX2026. For more information about the virtual meeting format, including detailed instruction on how to vote, please see the “Frequently Asked Questions” section of the proxy statement. By order of the Board of Directors John B. Gibson President and Chief Executive Officer September 4, 2026 |
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Your Vote Is Very Important, and We Encourage You to Vote
HOW TO VOTE YOUR SHARES
Please read the proxy statement and vote right away using any of the following methods.
Stockholders of Record:
| VOTE BY INTERNET BEFORE OR DURING THE MEETING Visit the website listed on your Notice of Internet Availability of Proxy Materials. | VOTE BY TELEPHONE Call 1-800-690-6903 to vote by phone. | VOTE BY MAIL Sign, date, and return your proxy card in the enclosed envelope (this is only available if you requested a printed copy). |
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Beneficial Stockholders:
If you are a beneficial stockholder, you will receive instructions from your bank, broker, or other nominee that you must follow for your shares to be voted.
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