DEFA14A 1 payx_fy2022_proxy_supple.htm DEFA14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

(Amendment No. )

___________________

Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐

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☐ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☐ Definitive Proxy Statement

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☐ Soliciting Material Pursuant to §240.14a-12

Paychex, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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Paychex, Inc.’s Board of Directors Encourages Stockholders to Vote FOR the Company’s Advisory Vote to Approve Named Executive Officer Compensation

September 27, 2022

Dear Paychex Stockholder,

Thank you for your investment in Paychex, Inc. (“we”, “our”, or the “Company”). Earlier this month, we filed our Fiscal Year 2022 Proxy Statement (the “Proxy Statement”), which outlines the Company’s overall governance structure and executive compensation program and includes proposals for stockholders to vote on at our upcoming Annual Meeting of Stockholders to be held on October 13, 2022. Those proposals include, among others, Proposal 2, an advisory vote to approve named executive officers’ compensation (the “Say-on-Pay proposal”).

Glass, Lewis & Co., LLC (“Glass Lewis”) has recommended a vote FOR our Say-on-Pay proposal while Institutional Shareholder Services Inc. (“ISS”) has recommended a vote AGAINST. Both advisory firms report that pay and performance are aligned at this time. ISS’ analysis is primarily based on actions that occurred in July 2021, before the Company’s stockholder outreach efforts, which occurred between September 2021 and November 2021.

Prior to October 2021, the Company had overwhelming stockholder support related to our Say-on-Pay proposals where 50 percent of the awards granted were performance-based equity awards. In July 2022, in response to stockholder feedback, 50 percent of the total awards granted were performance-based equity awards. In addition, the Compensation Committee of the Board of Directors (“Compensation Committee”) confirmed that they do not intend to use upward discretion in the future. Our executive compensation remains lower than the median of our peer group while our performance is higher than the median. Since we have addressed stockholder concerns and both advisory firms agree that pay and performance are aligned, the Board of Directors strongly recommends a vote FOR our Say-on-Pay proposal, which is in line with the Glass Lewis recommendation.

We are providing additional information below regarding the timeline of events and actions taken by our Compensation Committee in response to stockholder feedback.

We appreciate your continued support.

THE BOARD OF DIRECTORS STRONGLY ENCOURAGES YOU TO VOTE “FOR” PROPOSAL 2: ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION.