Paylocity Holding Corp

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect Steven R. Beauchamp, Linda M. Breard, Virginia G. Breen, Robin L. Pederson, Andres D. Reiner, Kenneth B. Robinson, Steven I. Sarowitz, Ronald V. Waters III and Toby J. Williams as directors to serve until the 2028 annual meeting and until their successors are elected and qualified.

2. 2

   Ratification of Appointment of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the Audit Committee’s appointment of KPMG LLP as Paylocity’s independent registered public accounting firm for the fiscal year ending June 30, 2027.

3. 3

   Advisory Vote to Approve the Compensation of Our Named Executive Officers

   ManagementBoard: FOR

   Approve, on a non-binding advisory basis, the compensation of Paylocity’s named executive officers as described in the Compensation Discussion and Analysis, compensation tables and related narratives.

   More detail

   Proposal 3 asks stockholders to approve, on a non-binding advisory basis, the overall compensation of Paylocity’s named executive officers. The resolution covers the Compensation Discussion and Analysis, compensation tables and related narratives rather than any single pay component. Management is seeking approval under Section 14A of the Exchange Act, and the Company conducts this say-on-pay vote annually. The Board and Compensation Committee state that the program links executive rewards to Company performance and aligns management with both short-term and long-term stockholder interests. The fiscal 2026 program included base salary, annual cash incentives tied to recurring and other revenue and Adjusted EBITDA, and RSU, PSU and MSU awards intended to support retention and long-term value creation. The Company reports that approximately 93.1% of votes cast supported executive compensation at the 2026 annual meeting, and the Committee determined that no significant changes were required as a result. The current proposal is advisory and therefore will not bind the Board or Compensation Committee. Nevertheless, the Committee will consider the result when determining future executive compensation arrangements. The Board unanimously recommends a vote FOR because it considers the program reasonable, effective and performance-aligned.

4. 4

   Approval of the Second Amended and Restated 2023 Equity Incentive Plan

   ManagementBoard: FOR

   Approve the Second Amended and Restated 2023 Equity Incentive Plan, including an increase of 1,230,000 shares available for future awards.

   More detail

   Proposal 4 asks stockholders to approve the Second Amended and Restated 2023 Equity Incentive Plan. The principal change is an additional reserve of 1,230,000 shares for future equity awards, with no other substantive differences from the existing plan. Management states that only 406,867 shares remained available as of October 6, 2026, which it considers insufficient to support future grants. The Company expects the expanded reserve to sustain its regular equity compensation program without interruption through the 2028 annual meeting, although the duration could vary with hiring, grant practices, stock price and forfeiture rates. Management argues that equity awards are important for recruiting, retaining and motivating technology-sector talent and for aligning employees and directors with stockholders. The plan supports RSUs, PSUs, MSUs and other awards, and includes governance safeguards such as no evergreen provision, stockholder approval for repricing, a non-employee director compensation cap and clawback provisions. The requested increase would represent approximately 2.3% of outstanding shares and would raise calculated overhang from 5.9% to 8.3% if all requested shares had been available on the record date. The Company reports a three-year average burn rate of 1.7%, which it presents as evidence of disciplined equity usage. If stockholders reject the proposal, the existing plan will remain in effect, but management warns that it may need to rely more heavily on cash compensation and could face a competitive disadvantage. The Board unanimously recommends voting FOR approval because it believes the amendment is in the best interests of Paylocity and its stockholders.

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When is the Paylocity Holding Corp 2026 annual meeting?

Paylocity Holding Corp (PCTY) holds its 2026 annual shareholder meeting on Thursday, December 3, 2026.

What is the record date for the Paylocity Holding Corp 2026 meeting?

The record date for the Paylocity Holding Corp 2026 meeting is Tuesday, October 6, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Paylocity Holding Corp's 2026 meeting?

The board is presenting 9 director nominees at the Paylocity Holding Corp 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Paylocity Holding Corp 2026 meeting?

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