Washington, D.C. 20549







Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported) April 29, 2019



Paycom Software, Inc.

(Exact name of registrant as specified in its charter)




Delaware   001-36393   80-0957485

(State or other jurisdiction

of incorporation)



File Number)


(IRS Employer

Identification No.)

7501 W. Memorial Road, Oklahoma City, Oklahoma   73142
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (405) 722-6900

Not Applicable

(Former name or former address, if changed since last report)

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   PAYC   New York Stock Exchange



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))

Indicate by check mark whether the registrant is an emerging growth company as defined in 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 5.07

Submission of Matters to a Vote of Security Holders.

Paycom Software, Inc. (the “Company”) held its 2019 Annual Meeting of Stockholders (the “Annual Meeting”) on April 29, 2019. A total of 53,148,578 shares of the Company’s common stock were present in person or represented by proxy at the Annual Meeting. The matters submitted for a vote and the related results are set forth below. A more detailed description of each proposal was included in the Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on March 27, 2019.

Proposal 1: Election of three Class III directors, each to serve until the date of the 2022 annual meeting of stockholders and until his successor has been duly elected and qualified, or his earlier death, resignation or removal




Votes Cast For


Votes Withheld


Broker Non-Votes

Chad Richison

  38,736,329   7,528,302   6,883,947

Jason D. Clark

  37,111,430   9,153,201   6,883,947

Henry C. Duques

  37,310,172   8,954,459   6,883,947

Proposal 2: Ratification of the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2019


Votes Cast For


Votes Cast Against




  339,041   17,513

Proposal 3: Approval, on an advisory basis, of the compensation of the Company’s named executive officers


Votes Cast For


Votes Cast Against




Broker Non-Votes


  4,354,478   208,381   6,883,947

As described in the Company’s proxy materials, Proposal 4 was a stockholder proposal to elect each director annually. This proposal was not voted upon at the Annual Meeting because neither the proponent nor a qualified representative of the proponent appeared at the Annual Meeting to present the proposal.


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


Date: May 2, 2019     By:  

/s/ Craig E. Boelte

    Name:   Craig E. Boelte
    Title:   Chief Financial Officer