Paylocity (PCTY) Proxy filing summary

Executive summary

• Annual meeting scheduled virtually for December 3, 2026; October 6, 2026 record date, with 52,174,262 common shares entitled to vote.

• Fiscal 2026 revenue was $1.771 billion, up 11% YoY; net income was $269.7 million. New Finance and IT offerings and Ignite AI expanded the platform.

Voting matters and shareholder proposals

• Four proposals: elect nine directors through the 2028 annual meeting, ratify KPMG for FY2027, approve named executive compensation on an advisory basis, and approve the amended equity plan; board recommends FOR each.

• Director nominees are elected by plurality; the other three proposals require a majority of shares present or represented and entitled to vote. Abstentions count against those proposals.

• The say-on-pay vote is nonbinding; the compensation committee will consider its outcome when setting future executive pay.

Board of directors and corporate governance

• Craig A. Conway will not seek reelection and remains a director until the December 3, 2026 meeting; board size will fall from 10 to 9 on that date.

• The board separates the Executive Chairman and CEO roles and appoints Lead Independent Director Ronald V. Waters III; non-management directors generally meet in executive session at regular board meetings.

• The board held five meetings in FY2026; every director attended at least 75% of applicable board and committee meetings.