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): September 05, 2023

Paychex, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware	01-11330	16-1124166
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
911 Panorama Trail South
Rochester, New York		14625-2396
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (585) 385-6666

(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	PAYX	Nasdaq Global Select Market

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.

On September 5, 2023, Efrain Rivera, Senior Vice President and Chief Financial Officer of Paychex, Inc. (the “Company”), notified the Company of his intention to retire as Chief Financial Officer effective as of end of business on October 12, 2023, following which Mr. Rivera will continue to serve as a senior advisor to the Company through December 31, 2023.

Also on September 5, 2023, the Board appointed Robert L. Schrader, age 51, to serve as the Company’s Senior Vice President and Chief Financial Officer effective as of October 13, 2023. Mr. Schrader assumed the role of Vice President, Finance and Investor Relations in January 2023. Prior to January 2023, he served in successive roles as Vice President and Controller, Senior Director of Financial Planning and Analysis, and Director of Internal Audit since joining the Company in December 2014.

Upon Mr. Schrader becoming the Company’s Senior Vice President and Chief Financial Officer on October 13, 2023, Mr. Schrader’s total annual compensation will be increased to $2,100,000 at target. His base salary will be increased to $450,000 per year. On October 15, 2023, Mr. Schrader will receive a non-qualified stock option award with a grant date fair value of $120,000 that will vest in three equal annual installments, have a 10-year term and an exercise price equal to the closing price of the Company’s common stock on October 13, 2023. Mr. Schrader will also receive a time-based restricted stock unit award with a grant date fair value of $80,000 that vests in three equal annual installments and a performance-based restricted stock unit award with a grant date fair value of $200,000 at target that will vest upon the achievement of the two-year performance metrics established by the Compensation and Leadership Committee in July 2023, followed by a one-year service vesting period. Mr. Schrader will also be eligible to receive a cash annual incentive program award with a target of 100% of his base salary for the portion of the fiscal year ending May 31, 2024 (“fiscal 2024”) he serves as the Company’s Senior Vice President and Chief Financial Officer upon the same performance metrics established for Mr. Rivera for fiscal 2024. For the portion of fiscal 2024 in which Mr. Schrader serves as Vice President, Finance and Investor Relations, he will continue to participate in the same compensation and benefit arrangements available to other officers of the Company.

There is no other arrangement or understanding between Mr. Schrader and any other persons as it relates to his appointment as Senior Vice President and Chief Financial Officer. There are no family relationships, as defined in Item 401 of Regulation S-K, between Mr. Schrader and any of the Company’s directors or executive officers. Mr. Schrader is not and has not been a participant, or had any interest, in any related party transaction with the Company that is reportable under Item 404(a) of Regulation S-K.

A copy of the press release issued by the Company on September 5, 2023, is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into this Current Report on Form 8-K.

 

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

Exhibit Description

Exhibit 99.1	Press Release of Paychex, Inc. dated September 5, 2023
Exhibit 104	The cover page from this Current Report on Form 8-K, formatted in Inline XBRL

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 hereunto duly authorized.

			PAYCHEX, INC.
Date:	September 5, 2023	By:	/s/ John B. Gibson
			John B. Gibson President and Chief Executive Officer

EX-99.1

PRESS RELEASE OF PAYCHEX, INC. DATED SEPTEMBER 5, 2023

Exhibit 99.1

 

—FOR IMMEDIATE RELEASE—

Paychex announces Efrain Rivera plans to Retire as CFO

Robert L. Schrader, Paychex Vice President of Finance and Investor Relations, to succeed Rivera as CFO effective October 13th

Rochester, N.Y. (September 5, 2023) - Paychex, Inc., a leading provider of integrated human capital management software solutions for human resources, payroll, benefits, and insurance services, announced today that Efrain Rivera, senior vice president and chief financial officer will retire as CFO, effective October 12th, 2023. Rivera will remain as a senior advisor for the remainder of 2023. Robert L. Schrader, currently vice president of Finance and Investor Relations, will be named senior vice president and CFO, effective October 13, 2023.

“On behalf of the board of directors, the management team, and the more than 16,000 Paychex employees, we want to thank Efrain for his leadership over the past 12 years,” said Paychex president and CEO, John Gibson. “Efrain has been a key strategic advisor and catalyst of Paychex’s transformation over the last decade. Today Paychex is a leading HCM technology company and trusted advisor to businesses because of the impact of Efrain’s intellect and strong financial stewardship. In his time as CFO, Paychex revenue has more than doubled, from $2 billion to over $5 billion and our market capitalization has increased from $10 billion to nearly $45 billion. The board and our leadership team are sincerely grateful to Efrain for his many contributions.”

“I’m also pleased to have Bob Schrader succeed Efrain as CFO, as a continued sign of Paychex’s strong talent bench and thoughtful succession planning. I have had the opportunity to work alongside Bob throughout my tenure at Paychex, and I am confident that he is the right leader to support Paychex into our next phase of growth,” said Gibson. “Our mission will continue to be the leader in our industry by remaining true to Paychex’s core purpose: to help businesses succeed.”

Rivera joined Paychex as senior vice president, CFO and treasurer in 2011. In his time as CFO, Paychex has transformed into a technology-enabled service company and significantly expanded its HR solutions capabilities.

“The opportunity to provide strategic guidance and financial leadership for Paychex as CFO has been the highlight of my career,” stated Rivera. “I want to extend my sincere thanks to our employees and the leadership team whose commitment and hard work have helped us achieve significant financial results. I am proud to have had a role in creating important value to the business community, and to being an essential partner to over 740,000 of our clients. I’m also proud that the role of CFO will transition to a very capable and innovative finance leader.”

Schrader is a senior executive with more than 25 years of experience in corporate finance and public accounting. In addition to his current role at Paychex, he has served as vice president and controller, senior director, Financial Planning and Analysis, and joined Paychex in December 2014 as director, Internal Audit. Prior to Paychex, Mr. Schrader was chief financial officer for Unither Manufacturing, LLC. Before taking that role, Mr. Schrader was with Bausch & Lomb, Inc. and culminated his 10-year career there as vice president of Finance and controller of Global Quality and Operations. He was a former audit manager at PricewaterhouseCoopers LLP.

PRESS RELEASE OF PAYCHEX, INC. DATED SEPTEMBER 5, 2023

Exhibit 99.1

Schrader is a certified public accountant. He holds an MBA from the University of Rochester’s Simon Business School, and a Bachelor of Science degree from the State University of New York College at Brockport.

About Paychex
Paychex, Inc. (Nasdaq: PAYX) is an industry-leading HCM company delivering a full suite of technology and advisory services in human resources, employee benefit solutions, insurance, and payroll. The company serves approximately 740,000 customers in the U.S. and Europe and pays one out of every 12 American private sector employees. The more than 16,000 people at Paychex are committed to helping businesses succeed and building thriving communities where they work and live. To learn more, visitwww.paychex.com and stay connected on Twitterand LinkedIn.

# # #

Media Contacts:

Chris Muller

Director, Corporate Communications

Office: (585) 338-4346

cmuller@paychex.com

@Paychex

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Document And Entity Information	Sep. 05, 2023
Cover [Abstract]
Document Type	8-K
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Document Period End Date	Sep. 05, 2023
Entity Registrant Name	Paychex, Inc.
Entity Central Index Key	0000723531
Entity Emerging Growth Company	false
Securities Act File Number	01-11330
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	16-1124166
Entity Address, Address Line One	911 Panorama Trail South
Entity Address, City or Town	Rochester
Entity Address, State or Province	NY
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Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.01 par value
Trading Symbol	PAYX
Security Exchange Name	NASDAQ