Paychex (PAYX) Proxy Filing summary

Executive summary

• Annual meeting scheduled for October 9, 2025, to be held virtually, with voting on director elections, executive compensation, and auditor ratification.

• Fiscal 2025 saw a 5% increase in service revenue to $5.4B and a 2% increase in operating income to $2.2B, but a 2% decrease in diluted EPS to $4.58.

• Completed the largest acquisition to date with Paycor HCM, expanding market reach and capabilities.

• Distributed $1.6B to stockholders through dividends and share repurchases, with a 10% increase in quarterly dividend.

• Recognized for ethics, innovation, and HR technology, including Ethisphere's World's Most Ethical Companies and Fortune's Most Innovative Companies.

Voting matters and shareholder proposals

• Shareholders will vote on electing ten directors for a one-year term, an advisory say-on-pay vote, and ratification of PricewaterhouseCoopers LLP as independent auditor.

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Board consists of ten nominees with diverse backgrounds in technology, finance, and business leadership.

• Board leadership structure separates Chairman and CEO roles, with a Lead Independent Director.

• Committees include Audit, Compensation & Leadership, Corporate Development Advisory, Investment, and Nominating & Governance, all led by independent directors.

• Board and committees conduct annual self-evaluations and succession planning.

• Stockholder engagement focused on governance, board refreshment, and cybersecurity oversight.