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: October 12, 2010
(Date of earliest event reported)

PAYCHEX, INC.

(Exact name of registrant as specified in its charter)

DELAWARE	0-11330	16-1124166
(State of or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification Number)

911 PANORAMA TRAIL SOUTH, ROCHESTER, NEW YORK	14625-2396
(Address of principal executive offices)	(Zip Code)

(585) 385-6666
(Registrant’s telephone number, including area code)

None
(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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 5.02  DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

On October 14, 2010, Paychex, Inc. (the “Company”) announced that the Board of Directors (the “Board”) appointed two new members. They are Martin Mucci, who was named President and Chief Executive Officer (“CEO”) of the Company on September 30, 2010, and Joseph G. Doody, President of Staples North American Delivery. The Company’s press release dated October 14, 2010 announcing the appointment of the two new Board members is furnished as exhibit 99.1 to this Current Report on Form 8-K (“Form 8-K”).

Mr. Doody will also serve as a member of the Audit Committee of the Board. The Board has also appointed Mr. Mucci to serve on the Executive Committee.

On October 13, 2010, Mr. Doody received a grant of options to purchase 5,765 shares of common stock at an exercise price of $27.63. These options vest on the one year anniversary of the date of grant. He also received an award of 1,442 shares of restricted stock which lapse on the one year anniversary of the date of the grant.

Effective October 12, 2010, the Company’s Board approved the following compensation arrangements for Martin Mucci, President and CEO:

• A base salary of $800,000, subject to annual review by the Board;

• Eligibility for a cash bonus at target of 100% of his base salary, based on achievement of certain objectives as established by the Board;

• A grant of ten-year options to purchase 154,591 shares of the Company’s stock at an exercise price of $27.28. The options vest annually in 25% increments over four years;

• A grant of 8,580 shares of restricted stock that lapse ratably over three years; and

• A grant of performance shares of 21,451 if achievement is at target. The number of performance shares to be received will be based on achievement against operating targets as set by the Board over a two-year cumulative period. There is a one-year service period following achievement of performance in order to receive the shares.

Effective October 15, 2010, Delbert M. Humenik has resigned from his position with the Company as Senior Vice President of Sales and Marketing. Mr. Humenik will receive a lump-sum payment equal to six months of base salary and health insurance premiums, subject to the execution of his separation agreement and release.

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ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

The Annual Meeting of Stockholders was held on October 13, 2010. There were present at the meeting, either in person or by proxy, holders of 320,649,863 common shares. Stockholders elected the six directors nominated in the September 3, 2010 Proxy Statement, constituting our entire Board, to hold office until the next Annual Meeting of Stockholders; approved amendments to the Company’s 2002 Stock Incentive Plan; and ratified the selection of our independent registered public accounting firm.

Results of stockholder voting are as follows:

Election of
Directors	For		Against		Abstain		Broker Non-Votes
B. Thomas Golisano		262,688,147		3,858,647		306,418		53,796,651
David J. S. Flaschen		262,434,177		3,984,015		435,020		53,796,651
Grant M. Inman		261,993,594		4,418,043		441,575		53,796,651
Pamela A. Joseph		264,912,566		1,570,066		370,580		53,796,651
Joseph M. Tucci		253,975,772		12,462,219		415,221		53,796,651
Joseph M. Velli		262,807,454		3,655,723		390,035		53,796,651

Amendments to the
Company’s 2002
Stock Incentive Plan,
as Amended and
Restated Effective October 12,
2005	For		Against		Abstain		Broker Non-Votes
		244,459,338		21,513,319		880,555		53,796,651

Ratification of
Selection of Ernst &
Young LLP as the
Company’s
Independent
Registered Public
Accounting Firm	For		Against		Abstain
		317,439,043		2,623,402		587,416

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

The following exhibit relating to Item 5.02 of this Form 8-K is furnished herewith:

     Exhibit 99.1: Press Release of Paychex, Inc. Dated October 14, 2010

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	PAYCHEX, INC.
Date: October 15, 2010	/s/ Martin Mucci
	Martin Mucci
	President and Chief Executive Officer

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EX-99.1

EXHIBIT 99.1

PRESS RELEASE OF PAYCHEX, INC. DATED OCTOBER 14, 2010

For Immediate Release

Paychex Appoints Two New Board Members
New Paychex President and CEO Martin Mucci and Staples Executive Joseph Doody
Named to Board of Directors of Payroll and HR Services Provider

Rochester, NY (October 14, 2010) - Paychex, Inc., a leading provider of payroll, human resource, and benefits outsourcing solutions for small- to medium-sized businesses, today announced that the Paychex Board of Directors has appointed two new members. They are Martin Mucci, who was named Paychex president and chief executive officer September 30, 2010, and Joseph Doody, president of Staples North American Delivery, one of Staples’ three business segments. Staples is the world’s largest office products company.

Joseph Doody

In his role as president of Staples North American Delivery, Mr. Doody, 58, is responsible for Staples Advantage, Staples’ business-to-business division serving medium-sized to Fortune 1000 companies; Staples Business Delivery, a sales channel that serves small businesses through staples.com and catalogs; and Quill Corporation, a direct marketer of office supplies to small and medium-sized businesses. Mr. Doody is also chairman of Staples China.

“We are delighted to have Joe as a member of the Paychex Board of Directors,” said B. Thomas Golisano, Paychex chairman and founder. “He has a very strong understanding of small business through his experience at Staples, something demonstrated by the growth he has created for that organization.”

Before joining Staples in 1998, Mr. Doody was president of Danka Office Imaging in North America, formerly Kodak Office Imaging. Prior to that, Mr. Doody spent 23 years with Eastman Kodak Company in various roles of increasing responsibility, culminating with his position as general manager and vice president, North America, Office Imaging.

Mr. Doody holds a bachelor’s degree in economics from the State University of New York at Brockport, and he has a Masters of Business Administration in marketing from the Simon Graduate School of Business at the University of Rochester. In addition to his appointment to the Paychex Board of Directors, Mr. Doody will serve as a member of the audit committee of the Board.

Martin Mucci

Mr. Mucci is the third president and CEO in Paychex’s nearly 40-year history. He was unanimously selected for this role by the Paychex Board of Directors, succeeding Jonathan J. Judge, who resigned in July 2010. The Board of Directors appointed Mr. Mucci to the Board and to the executive committee of the Board.

-More-

Mucci and Doody - Paychex Board Members
Page 2 of 2
October 14, 2010

“We are pleased to have Marty as a voting member of the Board,” Mr. Golisano said.

Mr. Mucci, 50, joined Paychex in 2002 as the company’s senior vice president of operations. Prior to joining Paychex, Mr. Mucci was CEO of Frontier Telephone of Rochester, Inc. and president of telephone operations for Frontier Communications, with responsibility for sales, operations, customer service, and financial performance of Frontier’s 34 local telephone companies.

Mr. Mucci holds a bachelor’s degree in accounting from St. John Fisher College in Rochester, New York and received a master’s degree in business administration through the Executive Development Program at the University of Rochester’s Simon Graduate School of Business.

About Paychex

Paychex, Inc. (NASDAQ:PAYX) is a leading provider of payroll, human resource, and benefits outsourcing solutions for small- to medium-sized businesses. The company offers comprehensive payroll services, including payroll processing, payroll tax administration, and employee pay services, including direct deposit, check signing, and Readychex^®. Human resource services include 401(k) plan recordkeeping, section 125 plans, a professional employer organization, time and attendance solutions, and other administrative services for business. A variety of business insurance products, including group health and workers’ compensation, are made available through Paychex Insurance Agency, Inc. Paychex was founded in 1971. With headquarters in Rochester, New York, the company has more than 100 offices serving approximately 536,000 payroll clients nationwide as of May 31, 2010. For more information about Paychex and our products, visit www.paychex.com.

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Media Contact
Laura Saxby Lynch
Director, Corporate Communications
Paychex, Inc.
(585) 383-3074
lsaxbylynch@paychex.com