Paycom Software Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect two Class I directors (Sharen J. Turney and J.C. Watts, Jr.) each to serve until the 2029 annual meeting.

2. 2

   Ratification of Grant Thornton LLP as Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the Audit Committee’s selection of Grant Thornton LLP as Paycom’s independent registered public accounting firm for 2026.

   More detail

   The proposal asks shareholders to ratify the Audit Committee’s selection of Grant Thornton LLP as the Company’s independent registered public accounting firm for 2026. Management is seeking shareholder ratification as a matter of good corporate practice and to obtain stockholder input, although ratification is not required by the Company’s bylaws. The proposal provides context on Grant Thornton’s long tenure since 2009 and notes the Audit Committee’s assessment of auditor independence, performance, industry knowledge, service quality, fee structure, and potential for business disruption. The Audit Committee emphasizes its pre-approval policy for non-audit services and ongoing oversight through regular meetings with the auditor, signaling controls intended to preserve independence. The board recommends a FOR vote, arguing that the committee’s review supports Grant Thornton’s continued engagement. The proposal is routine but bears on governance oversight and auditor independence; a failure to ratify would trigger reconsideration by the Audit Committee though would not automatically change the auditor.

3. 3

   Advisory Approval of Executive Compensation (Say-on-Pay

   ManagementBoard: FOR

   Non-binding, advisory vote to approve the compensation of Paycom’s named executive officers as disclosed in the proxy statement.

   More detail

   This management proposal requests an advisory approval of the named executive officers (NEOs) compensation as disclosed in the proxy materials. The Board and Compensation Committee present comprehensive detail on compensation philosophy, metrics, pay mix, and outcomes, highlighting a pay-for-performance design that tied 2025 incentives to revenue and adjusted EBITDA and significant equity-based compensation. The Committee cites extensive stockholder engagement, a favorable 2025 say-on-pay result (~91.4% support) and calibration of CEO and NEO incentive arrangements (including PSUs capped at target and a mix of RSUs and PSUs) to justify the compensation program. Management seeks reaffirmation of its approach through a FOR recommendation, arguing alignment with stockholder interests, robust governance processes, and responsiveness to investor feedback. As an advisory vote, it is non-binding but informs future Committee decisions.

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When is the Paycom Software Inc 2026 annual meeting?

Paycom Software Inc (PAYC) holds its 2026 annual shareholder meeting on Monday, May 4, 2026.

What is the record date for the Paycom Software Inc 2026 meeting?

The record date for the Paycom Software Inc 2026 meeting is Wednesday, March 11, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Paycom Software Inc's 2026 meeting?

The board is presenting 2 director nominees at the Paycom Software Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Paycom Software Inc 2026 meeting?

Shareholders will vote on 3 proposals at the Paycom Software Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.