UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On May 1, 2023, at the annual meeting of stockholders of Paycom Software, Inc. (the “Company”), the Company’s stockholders approved, on an advisory basis, a stockholder proposal requesting that the Company adopt a majority vote standard in uncontested director elections (the “Stockholder Proposal”).
On October 12, 2023, in response to the advisory approval of the Stockholder Proposal, the Board of Directors of the Company (the “Board”) amended and restated the Company’s existing amended and restated bylaws (as so amended and restated, the “Amended and Restated Bylaws”) to implement a majority vote standard in uncontested director elections, with a resignation policy for incumbent directors who fail to receive sufficient votes under the majority vote standard. Prior to this amendment and restatement, the election of directors was subject to a plurality vote standard. Under the Amended and Restated Bylaws, a plurality vote standard will continue to apply in contested director elections. In addition, the Amended and Restated Bylaws clarify the process for the appointment and removal of certain officers and update provisions with respect to officer titles, roles and responsibilities to better reflect current circumstances. The Amended and Restated Bylaws, which became effective immediately upon adoption by the Board, also incorporate ministerial and conforming changes.
The foregoing description of the Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated Bylaws, a copy of which is filed with this Current Report on Form 8-K as Exhibit 3.1 and incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
Description of Exhibit | |
| 3.1 | Amended and Restated Bylaws of Paycom Software, Inc. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURES
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.
| PAYCOM SOFTWARE, INC. | ||||||
| Date: October 13, 2023 | By: | /s/ Craig E. Boelte | ||||
| Name: | Craig E. Boelte | |||||
| Title: | Chief Financial Officer | |||||