Current Report Filing (8-k)
May 04 2023 - 4:08PM
Edgar (US Regulatory)
false 0001590955 0001590955 2023-05-01 2023-05-01
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported) May 1, 2023
Paycom Software, Inc.
(Exact name of registrant as specified in its charter)
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Delaware |
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001-36393 |
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80-0957485 |
(State or other jurisdiction of incorporation) |
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(Commission File Number) |
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(IRS Employer Identification No.) |
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7501 W. Memorial Road, Oklahoma City, Oklahoma |
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73142 |
(Address of principal executive offices) |
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(Zip Code) |
Registrant’s telephone number, including area code: (405) 722-6900
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
Common Stock, $0.01 par value |
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PAYC |
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New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
As described below under Item 5.07 of this Current Report on Form 8-K, on May 1, 2023, at the annual meeting of stockholders (the “Annual Meeting”) of Paycom Software, Inc. (the “Company”), the Company’s stockholders approved the Paycom Software, Inc. 2023 Long-Term Incentive Plan (the “2023 LTIP”). As a result, the 2023 LTIP became effective on May 1, 2023.
A description of the 2023 LTIP was included under the heading “Proposal 4: Approval of the Paycom Software, Inc. 2023 Long-Term Incentive Plan” in the Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on March 28, 2023 (the “Proxy Statement”). Such description is qualified in its entirety by reference to the full text of the 2023 LTIP, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.07 |
Submission of Matters to a Vote of Security Holders. |
The Company held its Annual Meeting on May 1, 2023. A total of 53,668,736 shares of Common Stock were present in person or represented by proxy at the Annual Meeting. The matters submitted for a vote and the related results are set forth below. A more detailed description of each proposal was included in the Proxy Statement.
Proposal 1: Election of two Class I directors, each to serve until the date of the 2026 annual meeting of stockholders and until his or her successor has been duly elected and qualified, or his or her earlier death, resignation or removal
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Nominees |
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Votes Cast For |
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Votes Withheld |
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Broker Non-Votes |
Sharen J. Turney |
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28,686,009 |
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20,952,640 |
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4,030,087 |
J.C. Watts, Jr. |
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30,397,407 |
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19,239,180 |
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4,032,149 |
Proposal 2: Ratification of the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023
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Votes Cast For |
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Votes Cast Against |
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Abstentions |
53,260,760 |
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383,375 |
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24,601 |
Proposal 3: Approval, on an advisory basis, of the compensation of the Company’s named executive officers
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Votes Cast For |
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Votes Cast Against |
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Abstentions |
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Broker Non-Votes |
31,719,606 |
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17,875,302 |
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46,776 |
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4,027,052 |
Proposal 4: Approval of the Paycom Software, Inc. 2023 Long-Term Incentive Plan
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Votes Cast For |
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Votes Cast Against |
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Abstentions |
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Broker Non-Votes |
48,255,108 |
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1,348,478 |
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38,063 |
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4,027,087 |
Proposal 5: Approval of an amendment to the Company’s Amended and Restated Certificate of Incorporation to limit the liability of certain officers of the Company
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Votes Cast For |
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Votes Cast Against |
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Abstentions |
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Broker Non-Votes |
38,677,387 |
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10,911,265 |
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52,997 |
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4,027,087 |
Proposal 6: Approval, on an advisory basis, of a stockholder proposal requesting that the Company adopt a majority vote standard in uncontested director elections
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Votes Cast For |
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Votes Cast Against |
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Abstentions |
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Broker Non-Votes |
28,134,299 |
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21,456,741 |
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50,609 |
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4,027,087 |
Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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PAYCOM SOFTWARE, INC. |
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Date: May 4, 2023 |
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By: |
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/s/ Craig E. Boelte |
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Name: |
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Craig E. Boelte |
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Title: |
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Chief Financial Officer |
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