8-K

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): December 10, 2024

Paycom Software, Inc.

(Exact name of registrant as specified in its charter)

     Delaware
(State or other jurisdiction 
of incorporation)

     001-36393
(Commission 
File Number)

     80-0957485
(IRS Employer 
Identification No.)

    

     7501 W. Memorial Road, Oklahoma City, Oklahoma
(Address of principal executive offices)

     73142
(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)

☐	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:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value	PAYC	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company 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.

Appointment of Director

On December 10, 2024, the Board of Directors (the “Board”) of Paycom Software, Inc. (the “Company”) increased the size of the Board from seven directors to eight directors and appointed Joe Binz to the Board to serve as a Class II director. Mr. Binz will stand for re-election at the Company’s annual meeting of stockholders in 2027. Mr. Binz was also appointed to serve on the audit committee of the Board.

Mr. Binz has served as the chief financial officer at Atlassian Corporation since 2022, where he is responsible for its global finance organization and oversees the company’s accounting, finance, internal audit, investor relations, tax, treasury and procurement teams. Prior to joining Atlassian Corporation, Mr. Binz held various management roles at Microsoft Corporation from 2002 to 2022, where he led the company’s finance functions and guided its business transformation to cloud-based solutions. Mr. Binz also worked at Intel Corporation from 1994 to 2001, where he held a variety of finance roles supporting manufacturing operations, product groups and Intel Capital. Mr. Binz holds a Bachelor of Science in Finance from the University of Illinois Urbana-Champaign and a Master of Business Administration from the University of Michigan’s Ross School of Business.

Mr. Binz will receive the Company’s standard compensation for non-employee directors, which is described in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on March 28, 2024. There are no arrangements or understandings between Mr. Binz and any other person pursuant to which Mr. Binz was named a director of the Company. Mr. Binz does not have any direct or indirect material interest in any transaction or proposed transaction required to be reported under Item 404(a) of Regulation S-K.

Item 7.01 Regulation FD Disclosure.

On December 12, 2024, the Company issued a press release announcing the appointment of Mr. Binz as a director. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information in this Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.		Description of Exhibit


99.1		Press Release issued December 12, 2024.

104		Cover Page Interactive Data File (embedded within the Inline XBRL document).


	PAYCOM SOFTWARE, INC.


Date: December 12, 2024	By:	/s/ Craig E. Boelte
	Name:	Craig E. Boelte
	Title:	Chief Financial Officer