Paychex Inc

1. 1

   Election of Directors for a One-Year Term

   ManagementBoard: FOR

   Elect ten nominees to serve on Paychex’s Board of Directors for one-year terms.

2. 2

   Advisory Vote to Approve Named Executive Officer Compensation

   ManagementBoard: FOR

   Approve, on a non-binding advisory basis, the compensation of Paychex’s named executive officers as disclosed in the proxy statement.

   More detail

   The proposal asks stockholders to approve, on a non-binding advisory basis, the compensation paid to Paychex’s named executive officers. It covers the overall compensation philosophy, policies, and practices described in the Compensation Discussion and Analysis and executive compensation tables. Management is seeking approval because Section 14A of the Exchange Act requires recurring advisory say-on-pay votes. Paychex emphasizes that its program is intended to attract, motivate, and retain executives while tying realized compensation to Company performance. For fiscal 2026, 91% of the CEO’s target compensation and an average of 84% of other NEO target compensation were at risk or variable. The program uses annual cash incentives and long-term equity, including stock options, time-based RSUs, and performance-based RSUs tied to service revenue, operating income net of certain items, and relative TSR. The Company also highlights stock ownership guidelines, anti-hedging and anti-pledging rules, clawbacks, capped payouts, and double-trigger change-in-control protections as governance safeguards. Fiscal 2026 annual incentive payouts were 64% of target for the CEO and other NEOs, while the prior year’s say-on-pay vote received approximately 96% support. The Board recommends FOR because it believes the program appropriately aligns executive interests with stockholders and supports long-term value creation, while noting that the advisory vote is not binding.

3. 3

   Ratification of the Selection of PricewaterhouseCoopers LLP as Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the Audit Committee’s appointment of PricewaterhouseCoopers LLP to serve as Paychex’s independent registered public accounting firm for fiscal 2027.

4. 4

   Attainable Shareholder Right to Call for a Special Shareholder Meeting

   Shareholder — John CheveddenBoard: AGAINST

   Amend Paychex’s governing documents to permit holders of at least 10% of the outstanding common stock to call a special shareholder meeting.

   More detail

   The proposal asks Paychex to amend its governing documents so holders of a combined 10% of outstanding common stock can call a special shareholder meeting. Proponent John Chevedden argues that this would give stockholders a practical mechanism to act between annual meetings and deter Board or management complacency. The supporting statement focuses on Paychex’s alleged stock-price decline from $161 in 2025 to approximately $92 in 2026 despite a strong market. It also claims the existing written-consent process is burdened by lengthy and rigid procedural requirements, making it an inadequate substitute. Chevedden rejects a 25% threshold as effectively unusable and asks stockholders to vote for the 10% right. The Board opposes the proposal because Paychex already allows holders of a majority of outstanding shares to call a special meeting. Management argues that a 50% threshold ensures meaningful and substantial support and prevents a small group or single large stockholder from pursuing narrow or short-term interests. The Board further contends that special meetings impose material costs, require proxy solicitation and disclosure work, and divert management and Board attention from ongoing priorities. Paychex cites its annual director elections, majority voting, Lead Independent Director, written-consent rights, independent committees, absence of supermajority requirements, and ongoing stockholder engagement as existing accountability protections. The controversy therefore turns on whether the benefits of a more accessible 10% intervention right outweigh the risks of opportunistic meetings, expense, and disruption under the Company’s current governance framework.

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When is the Paychex Inc 2026 annual meeting?

Paychex Inc (PAYX) holds its 2026 annual shareholder meeting on Thursday, October 15, 2026.

What is the record date for the Paychex Inc 2026 meeting?

The record date for the Paychex Inc 2026 meeting is Monday, August 17, 2026. Shareholders of record on or before that date are eligible to vote.

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

The board is presenting 10 director nominees at the Paychex Inc 2026 meeting, listed with their independence status and background.

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

Shareholders will vote on 4 proposals at the Paychex Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.