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Notice of Meeting
Notice of Annual Meeting of Stockholders
Stockholders are cordially invited to attend the Annual Meeting. Stockholders of record at the close of business on August 19, 2019 will be entitled to notice of and to vote at the Annual Meeting and at any adjournments or postponements thereof. If you are unable to attend the Annual Meeting, you will be able to listen to the meeting via the Internet. We will broadcast the Annual Meeting as a live webcast through our website. Please note that you will not be able to vote or ask questions through the webcast. The webcast will be accessible at www.paychex.com/investors and will remain available for replay for approximately one month following the meeting.
Annual Meeting Information
Date: | Thursday, October 17, 2019 |
Time: | 10:00 a.m. Eastern Time* |
Location: |
The Strong |
*A continental breakfast will be available from 9:00 a.m. - 10:00 a.m. Eastern Time
Vote Your Shares
How to Vote
Your vote is very important and we hope that you will attend the Annual Meeting. You are eligible to vote if you were a stockholder of record at the close of business on August 19, 2019.
Registered stockholders or participants in the ESOP can vote in one of the following ways:
- Via the Internet - Go to www.proxyvote.com in order to vote via the Internet. Internet voting is available 24 hours a day. We encourage you to vote via the Internet, as it is the most cost-effective way to vote.
- By telephone - Call the toll-free telephone number indicated on your proxy card and follow the voice prompt instructions to vote by telephone. Telephone voting is available 24 hours a day.
- By mail - Mark your proxy card, sign and date it, and return it in the enclosed postage-paid envelope. If you selected to electronically access the proxy statement and Annual Report, you will not receive a proxy card and must vote via the Internet.
Proxies submitted by Internet or telephone must be received by 11:59 p.m. Eastern Time on Wednesday, October 16, 2019. If you vote by telephone or the Internet, you do not need to return your proxy card.
ESOP participants must submit their votes by 11:59 p.m. Eastern Time on Friday, October 11, 2019.
Beneficial Stockholders
If you are a beneficial stockholder, you will receive instructions from your bank, broker, or other nominee that you must follow in order for your shares to be voted. Many of these institutions offer telephone and online voting. If you wish to vote in person at the Annual Meeting, you will need to obtain a legal proxy from your bank, broker, or other nominee to present when voting.
Information About the Nominees
B. Thomas Golisano
- Founder and Chairman of the Board of Paychex, Inc.
Age 77
Director since 1979
Board Committees:
- Executive
Current Public Company Directorships:
- Twinlab Consolidated Holdings, Inc.
Mr. Golisano founded Paychex in 1971 and is Chairman of the Board of the Company. He served as President and Chief Executive Officer (“CEO”) of the Company until October 2004. He serves on the board of trustees of the Rochester Institute of Technology. Mr. Golisano serves as a director of numerous non-profit organizations and private companies, and is founder and member of the board of trustees of the B. Thomas Golisano Foundation.
SPECIFIC QUALIFICATIONS AND SKILLS:
The Board has concluded that Mr. Golisano is qualified to lead the Board due to his relevant executive leadership experience and extensive knowledge of the operations of the Company. These skills were attained through his role of founder and former Chief Executive Officer of Paychex.
Thomas F. Bonadio
- Founder and Senior Counsel of The Bonadio Group
Age 70
Director since 2017
Board Committees:
- Audit
- Corporate Development Advisory
Current Public Company Directorships:
- CurAegis Technologies
(formerly Torvec, Inc.)
Mr. Bonadio is the founder of The Bonadio Group, the largest independent provider of accounting, business advisory, and financial services in New York State outside of Manhattan. Mr. Bonadio has experience serving on publicly traded boards and is currently a director and chair of the audit committee for CurAegis Technologies, formerly Torvec, Inc. He also previously served as a director and audit committee chair for Conceptus, Inc. which is now a wholly owned subsidiary of Bayer AH of Germany, until June 2013.
SPECIFIC QUALIFICATIONS AND SKILLS:
The Board has concluded that Mr. Bonadio is qualified to serve as a director of the Company due to his strong background in finance and business, his entrepreneurial experience, and his knowledge of the Certified Public Accountant community. Mr. Bonadio is a successful entrepreneur whose experience building his own business is representative of many clients Paychex serves today. He also brings a high degree of financial literacy obtained from his years in the financial services industry, and his ability to assess financial performance of other companies through the review and understanding of financial statements. This financial expertise is a great benefit to the Board and its committees.
Joseph G. Doody
- Former Vice Chairman of Staples, Inc.
Age 67
Director since 2010
Board Committees:
- Audit
Current Public Company Directorships:
- Casella Waste Systems, Inc.
- Virtusa Corporation
Mr. Doody retired from Staples, Inc., an office products company, in September 2017 where he served as Vice Chairman since February 2014. Prior to that, he served as President, North American Commercial, from January 2013 until February 2014, and President, North American Delivery, from March 2002 to January 2013. Mr. Doody has experience serving on other public boards, including Casella Waste Systems, Inc. and Virtusa Corporation. Mr. Doody is a member of the Foundation Board at the College at Brockport.
SPECIFIC QUALIFICATIONS AND SKILLS:
The Board has concluded that Mr. Doody is qualified to serve as a director of the Company due to his significant leadership and international experience. His management of a large division of a multinational company enables him to provide our Board with important operational expertise. In addition, his deep knowledge of smallto medium-sized businesses brings a thorough understanding of the risks and opportunities affecting the Company’s clients and potential clients. Mr. Doody also has extensive experience in strategic planning and business development, which allows him to provide valuable input into the Company’s plans for market growth.
David J.S. Flaschen
- Investor and Advisor
Age 63
Director since 1999
Board Committees:
- Audit (Chair)
- Investment
- Corporate Development Advisory
- G&C
Current Public Company Directorships:
- Informa plc (London Stock Exchange)
Mr. Flaschen is an investor and advisor to a number of private companies providing business, marketing, and information services. Mr. Flaschen is also the co-founder of Tap Quality, LLC, which specializes in mobile and Internet lead generation for the solar energy industry, and Regrub, LLC, a Smashburger franchisee group in the United States (“U.S.”) From 2005 to 2011, he was a partner with Castanea Partners, a private equity investment firm. Mr. Flaschen is a director of various private companies and of Informa plc, a public company which is traded on the London Stock Exchange.
SPECIFIC QUALIFICATIONS AND SKILLS:
The Board has concluded that Mr. Flaschen is qualified to serve as a director of the Company as a result of his extensive executive experience in information and marketing services. Over the course of his career, Mr. Flaschen has worked internationally with a number of businesses, including Thomson Financial and AC Nielson. He also brings a high degree of financial literacy obtained from his years in the financial services industry, and his ability to assess financial performance of other companies through review and understanding of financial statements. This financial expertise is a great benefit to the Board and its committees.
Pamela A. Joseph
- Former President and Chief Operating Officer of Total System Services, Inc.
Age 60
Director since April 2018
(previously served from 2005-2017, reappointed in 2018)Board Committees:
- None
Current Public Company Directorships:
- TransUnion
Ms. Joseph served as President and Chief Operating Officer of Total System Services, Inc. (“TSYS”), from May 2016 until September 2017. TSYS offers issuer services and merchant payment acceptance for credit, debit, prepaid, healthcare, and business solutions. Previously, she served as a Vice Chairman of U.S. Bancorp Payment Services and Chairman of Elavon (formerly NOVA Information Systems, Inc.), a wholly owned subsidiary of U.S. Bancorp, from December 2004 until her retirement in June 2015. U.S. Bancorp Payment Services and Elavon manage and facilitate consumer and corporate card issuing, as well as payment processing. Ms. Joseph serves on the Board of Directors of TransUnion, and previously served on our Board from November 2005 until March 2017.
SPECIFIC QUALIFICATIONS AND SKILLS:
The Board has concluded that Ms. Joseph is qualified to serve as a director of the Company due to her extensive executive experience in the financial services and payment industries. Her wealth of technology experience brings insight to the Board and its committees. In addition, her experience with major acquisitions, board experience with the healthcare services field, and international expansion provides valuable input towards the Company’s growth plans.
Martin Mucci
- President and Chief Executive Officer of Paychex, Inc.
Age 59
Director since 2010
Board Committees:
- Executive (Chair)
- Corporate Development Advisory
Current Public Company Directorships:
- None
Mr. Mucci has served as President and CEO of the Company since September 2010. Mr. Mucci joined the Company in 2002 as Senior Vice President (“SVP”), Operations. Prior to joining Paychex, he held senior level positions with Frontier Communications, a telecommunications company, including President of Telephone Operations and CEO of Frontier Telephone of Rochester, over the course of his 20-year career. Mr. Mucci was a member of the Board of Directors of Cbeyond, Inc. until it was purchased by Birch Communications in July 2014. He is a member of the Upstate New York Regional Advisory Board of the Federal Reserve Bank of New York and is a Trustee Emeritus of St. John Fisher College.
SPECIFIC QUALIFICATIONS AND SKILLS:
The Board has concluded that Mr. Mucci is qualified to serve as a director of the Company because he provides day-to-day leadership as the current CEO of Paychex, giving him extensive knowledge of the Company, its operations, challenges, and opportunities. In addition, Mr. Mucci’s educational background provides him with strong financial literacy.
Joseph M. Tucci
- Founder, Co-Chief Executive Officer, and Co-Chairman of GTY Technology Holdings, Inc.
Age 72
Director since 2000
Lead Independent Director
Board Committees:
- G&C (Chair)
- Executive
Current Public Company Directorships:
- Motorola Solutions, Inc.
-
GTY TechnologyHoldings, Inc.
Mr. Tucci is the founder of GTY Technology Holdings Inc., a special purpose acquisitions company, and has been its Co-Chief Executive Officer and Co-Chairman since September 2016. He has been Chairman of Bridge Growth Partners, LLC, a private equity firm based in New York, since October 2016. Mr. Tucci was the former Chairman of the Board of Directors and CEO of EMC Corporation. He was EMC’s Chairman from January 2006 and CEO from January 2001 until September 2016, when Dell Technologies acquired the company. He was Chairman of the Board of Directors for VMWare, Inc. from 2007 through September 2016. He has served on the Board of Directors of Motorola Solutions, Inc. since May 2017, and serves on the boards of various academic and community organizations.
SPECIFIC QUALIFICATIONS AND SKILLS:
The Board has concluded that Mr. Tucci is qualified to serve as a director of the Company due to his extensive executive leadership experience as Chief Executive Officer of EMC Corporation. Mr. Tucci has spent over 40 years in the technology industry in senior roles at large, complex, and global technology companies. His experience leading EMC through a period of dramatic revitalization, growth and market share gains, and new product introductions enables him to share knowledge of the challenges a company faces due to rapid changes in the marketplace.
Joseph M. Velli
- Retired Financial Services and Technology Executive
Age 61
Director since 2007
Lead Independent Director
Board Committees:
- Investment
- Executive
- Corporate Development Advisory (Chair)
- G&C
Current Public Company Directorships:
- Computershare Ltd.
(Australian Stock Exchange)
(Remuneration Committee Chairman) -
Cognizant TechnologySolutions Corp.
Mr. Velli currently serves on the Board of Directors of Computershare Limited, a global provider of corporate trust, stock transfer, employee share plan, and mortgage servicing services. In December 2017, Mr. Velli was appointed to the Board of Directors of Cognizant Technology Solutions Corp., a multinational corporation that provides Information Technology services, including digital, technology, consulting, and operations services. He also serves on the Boards of Directors of two private companies, Scivantage Inc. and Foreside Financial Corp. Mr. Velli previously served as Senior Executive Vice President of The Bank of New York and as a member of the Senior Policy Committee. During his 22-year tenure with The Bank of New York, Mr. Velli’s responsibilities included heading Global Issuer Services, Global Custody and related Investor Services, Global Liquidity Services, Pension and 401(k) Services, Consumer and Retail Banking, Correspondent Clearing, and Securities Services. Most recently, he served as Chairman and CEO of ConvergEx Group, LLC, a provider of brokerage, software products and technology services from 2006 to 2013, and continued to serve on the ConvergEx Board until 2014. Mr. Velli served on the Board of Directors of E*TRADE Financial Corporation and E*TRADE Bank until October 2014. Mr. Velli has been a member of the board of trustees for William Paterson University since June 2017. Mr. Velli acts as a Senior Advisor to Lovell Minnick Partners and, from time to time, he provides advisory services to other private equity firms.
SPECIFIC QUALIFICATIONS AND SKILLS:
The Board has concluded that Mr. Velli is qualified to serve as a director of the Company due to his extensive experience with securities servicing, capital markets, business to business, marketing, and mergers and acquisitions matters, as well as his public board experience. He plays a key role in the Board’s discussions of the Company’s investments and liquidity. Mr. Velli has extensive experience with acquisitions and business services, providing valuable insights on potential growth opportunities for the Company.
Kara Wilson
- Former Chief Marketing Officer of Rubrik, Inc.
Age 49
Director since July 2017
Lead Independent Director
Board Committees:
- Audit
-
CorporateDevelopmentAdvisory
Current Public Company Directorships:
- None
Ms. Wilson is Chief Marketing Officer at Rubrik, Inc., a cloud data management company, since June 2017. She has over 20 years of experience in driving go-to-market strategies for large, medium, and hyper-growth start ups. She has held marketing leadership roles with some of the technology industry’s most influential companies, including Cisco, SAP, SuccessFactors, PeopleSoft/Oracle, Okta, and FireEye. Prior to Rubrik, from October 2016 to June 2017, Ms. Wilson was Executive Vice President and from August 2013 to June 2017, Chief Marketing Officer of cyber security company FireEye, where she helped launch FireEye’s initial public offering and was responsible for the company’s global marketing initiatives including corporate, product, and technical marketing, global communications, and field enablement.
SPECIFIC QUALIFICATIONS AND SKILLS:
The Board has concluded that Ms. Wilson is qualified to serve as a director of the Company due to her extensive experience in driving go-to-market strategies for enterprise technology companies. The Board can leverage Ms. Wilson’s marketing experience to help Paychex with the development and execution of go-to-market strategies to effectively differentiate the Company in a highly competitive and constantly evolving industry. Ms. Wilson has experience at global companies and can provide insight on any expansion of the Company’s global presence.
Items to be Voted On
PROPOSAL 1
Election of Directors for a One-Year Term
The Board of Directors recommends a vote FOR each of the nine director nominees:
B. Thomas Golisano
Thomas F. Bonadio
Joseph G. Doody
David J.S. Flaschen
Pamela A. Joseph
Martin Mucci
Joseph M. Tucci
Joseph M. Velli
Kara Wilson
PROPOSAL 2
The Board of Directors recommends a vote FOR the following proposal:
Advisory Vote to Approve Named Executive Officer Compensation
PROPOSAL 3
The Board of Directors recommends a vote FOR the following proposal:
Ratification of Selection of PricewaterhouseCoopers LLP to serve as the Independent Registered Public Accounting Firm