PAYCHEX INC
For the period ended Oct 15, 2026. Filed Sep 4, 2026.
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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 15, 2026 · Filed Sep 4, 2026
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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, 2026 (“fiscal 2026”), review the Company’s Annual Report on Form 10-K (“Form 10-K”) for fiscal 2026.
Paychex, Inc. 2026 Annual Meeting of Stockholders
| October 15, 2026 9:30 a.m., Eastern Time | Virtual Meeting at: www.virtualshareholdermeeting.com/PAYX2026 |
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 | 61 |
| Proposal 4 | Shareholder Proposal: Attainable Shareholder Right to Call for a Special Shareholder Meeting | AGAINST | 64 |
Paychex, Inc. 2026 Proxy Statement• 1
Proxy Summary
Fiscal 2026 Business Highlights*
| Total service revenue $6.3B 16% increase | Operating income $2.5B 14% increase | Diluted earnings per share $4.89 7% increase |
|---|---|---|
| Total returned to stockholders(1) $2.2B 42% increase | Operating income, net of certain items(2) $2.6B 19% increase | Adjusted diluted earnings per share(2) $5.51 11% increase |
| * | Percent increase reflects growth percentages compared to the fiscal year ended May 31, 2025 (“fiscal 2025”). |
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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 to the most comparable GAAP measures of operating income and diluted earnings per share. |
Paychex continued focusing on returning value to our stockholders during fiscal 2026. In May 2026, the Company increased its quarterly dividend by 10%, or $0.11 per share to $1.19 per share. The Company continued to repurchase its common stock to offset dilution and in fiscal 2026 repurchased 5.6 million shares for $611.0 million.
Distributed Approximately $2.2 Billion to Stockholders in Fiscal 2026
| Dividends Paid $1.6B | Share Repurchases $611.0M |
Paychex, Inc. 2026 Proxy Statement• 2
Proxy Summary
Recent Awards and Recognition
| World’s Most Ethical Companies® Paychex was named one of the World’s Most Ethical Companies by Ethisphere for the 18th time since 2007, reflecting our commitment to ethical business practices. | Newsweek’s America’s Greatest Workplaces Paychex was recognized as one of America’s Greatest Companies by Newsweek for its strong financial performance, ongoing product innovation, and commitment to ethics. | |
| NelsonHall Neat Leader 2025 Paychex Flex® and Paycor® platforms were recognized as a “Leader” in NelsonHall’s HCM technology and GenAI evaluation, highlighting our strength in delivering integrated, intelligent HCM solutions. | Excellence in Technology Paychex was awarded two 2026 Lighthouse Tech Awards recognizing our Paychex Flex and Paycor platforms as industry-leading HCM solutions. | |
| Newsweek’s America’s Most Admired Workplaces Paychex was recognized as one of America’s Most Trustworthy Companies by Newsweek for its growth, innovation, corporate responsibility, and people-first culture. |
Pay-for-Performance
Key features of our executive compensation program that tie compensation to the Company’s performance are:
| • | A significant portion of the annual compensation for the President and Chief Executive Officer (“CEO”) and for our other named executive officers (“NEOs”) is “at risk” or variable, comprising 91% and 84% on average of their total target compensation, respectively, for fiscal 2026. |
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| • | Variable compensation is comprised of an annual cash incentive program and longer-term equity-based incentives: |
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| • | For fiscal 2026, the annual cash incentive payouts were 64% of target for the CEO and our other NEOs, based upon the satisfaction of certain quantitative and qualitative components. |
Paychex, Inc. 2026 Proxy Statement• 3
Proxy Summary
| • | There were no performance periods that concluded for the Company’s performance-based equity awards during fiscal 2026, reflecting the C&L Committee’s decision in fiscal 2025 to extend the performance period of the long-term incentive program from two to three years. Accordingly, the performance period of the performance-based RSUs granted in connection with the fiscal 2025 annual grants will end on May 31, 2027. |
| • | For fiscal 2026, performance-based equity awarded to our NEOs comprised 60% of the total long-term incentive value at target and is subject to a three-year performance 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.
Stockholder Engagement
The Company values stockholder feedback and is committed to ongoing engagement. During fiscal 2026, discussions with stockholders were held reviewing topics including strategy, corporate governance, executive compensation programs 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 2026 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 2027 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. 2026 Proxy Statement• 4
Election of Directors
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.