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View the Company’S Annual Report on Form 10-K (“Form 10-K”) for Fiscal 2021

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View the Company’S Annual Report on Form 10-K (“Form 10-K”) for Fiscal 2021 Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (RULE 14a-101) SCHEDULE 14A INFORMATION 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 ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ 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) Payment of Filing Fee (Check the appropriate box): ☒ No fee required. ☐ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. (1) Title of each class of securities to which transaction applies: (2) Aggregate number of securities to which transaction applies: (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): (4) Proposed maximum aggregate value of transaction: (5) Total fee paid: ☐ Fee paid previously with preliminary materials. ☐ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid: (2) Form, Schedule or Registration Statement No.: (3) Filing Party: (4) Date Filed: Table of Contents The Changing World of Work, Made Simple Proxy Statement | 2021 and Notice of Annual Meeting of Stockholders PAYCHEX HR | Payroll | Benefits | Insurance Table of Contents NOTICE OF ANNUAL MEETING OF STOCKHOLDERS The principal business of the 2021 Annual Meeting of Stockholders (the “Annual Meeting”) will be: WHEN 1. To elect ten nominees to the Board of Directors for a one-year term; Thursday, October 14, 2021 2. To hold an advisory vote to approve named executive officer 10:00 a.m. Eastern Time compensation; 3. To ratify the selection of PricewaterhouseCoopers LLP to serve as our independent registered public accounting firm; and, WHERE 4. To transact such other business as may properly come before the meeting Online at or any adjournment thereof. www.virtualshareholdermeeting.com/PAYX2021 Stockholders are cordially invited to attend the Annual Meeting. We are holding our Annual Meeting in a virtual format to provide a safe and consistent experience for our stockholders and employees regardless of location. You will not be able to attend the Annual Meeting at a physical IMPORTANT NOTICE REGARDING THE location. AVAILABILITY OF PROXY MATERIALS FOR THE 2021 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD Our Annual Meeting will be broadcast as a live webcast accessible at: ON OCTOBER 14, 2021 www.virtualshareholdermeeting.com/PAYX2021. Stockholders of record at the close of business on August 16, 2021 will be entitled to notice of and to Paychex has elected to use the Securities and Exchange vote at the Annual Meeting and at any adjournments or postponements Commission’s Notice and Access model, which allows us to thereof. With the nature of our Annual Meeting being virtual, you will be make the proxy materials available on the Internet, as the able to vote and ask questions through the webcast by using your 16-digit primary means of furnishing proxy materials to control number. stockholders. On or about September 3, 2021, we will mail to all stockholders a Notice of Internet Availability of Proxy For more information about the virtual meeting format, please see the Materials, which contains instructions for accessing our “Frequently Asked Questions” section beginning on page 62. proxy materials on the Internet and voting by telephone or on the Internet. The Notice of Internet Availability of Proxy By order of the Board of Directors Materials also contains instructions for requesting a printed Stephanie L. Schaeffer set of proxy materials. Paychex, Inc.’s Proxy Statement and Corporate Secretary Annual Report for the year ended May 31, 2021 are available at www.proxyvote.com and September 3, 2021 https://investor.paychex.com. Table of Contents Welcome to the Paychex, Inc. 2021 Annual Meeting of Stockholders 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 16, 2021. Please read the proxy statement and vote right away using any of the following methods. Stockholders of Record: VOTE BY VOTE BY VOTE BY MAIL INTERNET BEFORE OR TELEPHONE Sign, date, and return DURING THE MEETING Call 1-800-690-6903 your proxy card in the Visit the website listed to vote by phone. enclosed envelope (this is on your Notice of only available if you Internet Availability of requested a printed copy). Proxy Materials. Beneficial Stockholders: If you are a beneficial stockholder, you will receive instructions from your bank, broker, or other nominee that you must follow for your shares to be voted. Table of Contents Table of Contents PROXY STATEMENT SUMMARY 1 PROPOSAL 1: ELECTION OF DIRECTORS FOR A ONE-YEAR TERM 4 DIRECTOR COMPENSATION FOR THE FISCAL YEAR ENDED MAY 31, 2021 11 BENEFICIAL OWNERSHIP OF PAYCHEX COMMON STOCK 14 Delinquent Section 16(a) Reports 15 CORPORATE GOVERNANCE 16 Role of the Board 16 Corporate Social Responsibility 16 Board Leadership Structure 17 Nomination Process 18 Board Oversight of Risk 18 Board Meetings and Committees 19 Policy on Transactions with Related Persons 21 Transactions with Related Persons 22 Governance and Compensation Committee Interlocks and Insider Participation 23 Communications with the Board of Directors 23 CODE OF BUSINESS ETHICS AND CONDUCT 23 PROPOSAL 2: ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION 24 COMPENSATION DISCUSSION AND ANALYSIS 26 Executive Summary 26 Elements of Compensation 35 Compensation Decision Process 42 CEO Compensation 45 CEO Pay Ratio 45 Impact of the Internal Revenue Code 46 The Governance and Compensation Committee Report 46 NAMED EXECUTIVE OFFICER COMPENSATION 47 Fiscal 2021 Summary Compensation Table 47 Grants of Plan-Based Awards for Fiscal 2021 49 Option Exercises and Stock Vested in Fiscal 2021 51 Outstanding Equity Awards as of May 31, 2021 52 Potential Payments upon Termination or Change in Control Fiscal 2021 54 Non-Qualified Deferred Compensation Fiscal 2021 57 PROPOSAL 3: RATIFICATION OF THE SELECTION OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 59 Fees for Professional Services 60 Report of The Audit Committee 61 FREQUENTLY ASKED QUESTIONS 62 Appendix A: PAYCHEX, INC. NON-GAAP FINANCIAL MEASURES A-1 Appendix B: PAYCHEX, INC. RECONCILIATION OF PERFORMANCE MEASURES TO THOSE REPORTED IN THE COMPANY’S CONSOLIDATED FINANCIAL STATEMENTS B-1 Table of Contents Proxy Summary PROXY STATEMENT SUMMARY This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all the information that you should consider, and you should read the entire proxy statement before voting. For more complete information regarding the performance of Paychex, Inc. (the “Company” or “Paychex”) for the fiscal year ended May 31, 2021 (“fiscal 2021”), review the Company’s Annual Report on Form 10-K (“Form 10-K”) for fiscal 2021. Paychex, Inc. 2021 Annual Meeting of Stockholders October 14, 2021 Virtual Meeting at: 10:00 a.m., Eastern Time www.virtualshareholdermeeting.com/PAYX2021 Meeting Agenda and Voting Matters Board Vote Page Reference Recommendation Item Proposal (for more detail) Proposal 1 Election of directors for a one-year term FOR each director nominee 4 Proposal 2 Advisory vote to approve named executive officer compensation FOR 24 Ratification of the selection of PricewaterhouseCoopers LLP to serve Proposal 3 FOR 59 as our independent registered public accounting firm Fiscal 2021 Business Highlights $4.0B $1.5B $3.04 Total service revenue Adjusted operating income(1) Adjusted diluted earnings per share(1) 1% increase 2% increase 1% increase $101.89 $71.46 $101.14 High stock price(2) Low stock price(2) Stock price as of fiscal year end 40% increase (1) Adjusted operating income and adjusted diluted earnings per share are not U.S. GAAP measures. Refer to “Paychex, Inc. Non-GAAP Financial Measures” in Appendix A of this proxy statement for a discussion of these non-GAAP measures and a reconciliation to the most comparable GAAP measures of operating income and diluted earnings per share. (2) Based on 52-week high and low closing prices as reported on the Nasdaq Global Select Market as of May 31, 2021. Paychex has focused on returning value to our stockholders and continued with stockholder-friendly actions during fiscal 2021. In May 2021, the Company increased its quarterly dividend by $.04 per share, or 6%, to $0.66 per share. The Company continued to repurchase its common stock to offset dilution and in fiscal 2021 repurchased 1.7 million shares for $155.7 million. Paychex, Inc. 2021 Proxy Statement • 1 Table of Contents Proxy Summary Returned over $1 billion to Stockholders in Fiscal 2021 $908.7M $155.7M Dividends Paid Share Repurchases COVID-19 Update As the global COVID-19 pandemic has continued to evolve, our priority has been, and continues to be, the health and safety of our employees and the support of our clients. As our clients continue to manage through the COVID-19 pandemic, we remain committed to helping them adapt and thrive, not only through the uncertainties of the COVID-19 pandemic, but also with the transition to the future business environment. We have brought a multifaceted response to the COVID-19 pandemic and delivered resources and services to help our clients respond and adapt.
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