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0001591698FALSE00015916982024-12-052024-12-05

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 5, 2024
PAYLOCITY HOLDING CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 001-36348 46-4066644
(State or Other Jurisdiction of
Incorporation)		 (Commission File Number) (I.R.S. Employer Identification
Number)
1400 American Lane
Schaumburg, Illinois 60173
(Address of principal executive offices, including zip code)
(847) 463-3200
(Registrant’s telephone number, including area code)
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, par value $0.001 per share PCTY
The NASDAQ Global Select Market LLC
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 5.07 Submission of Matters to a Vote of Security Holders.
At the Annual Meeting, holders of an aggregate of 55,746,768 shares of the Company’s common stock at the close of business on October 8, 2024 were entitled to vote at the meeting, of which 53,729,287, or 96.4%, of the eligible shares were represented in person or by proxy. The matters voted upon at the meeting and the results of those votes are as follows:
Proposal 1: Election of Directors to hold office for one-year term or until their respective successors are elected and qualified, or their earlier death, resignation or removal.
For Withheld Broker
Non-votes
Steven R. Beauchamp 49,397,080 1,277,115 3,055,092
Linda M. Breard 50,527,893 146,302 3,055,092
Virginia G. Breen 49,156,013 1,518,182 3,055,092
Craig A. Conway 50,206,292 467,903 3,055,092
Robin L. Pederson 50,187,548 486,647 3,055,092
Andres D. Reiner 46,101,580 4,572,615 3,055,092
Kenneth B. Robinson 48,770,752 1,903,443 3,055,092
Steven I. Sarowitz 50,442,139 232,056 3,055,092
Ronald V. Waters III 50,111,997 562,198 3,055,092
Toby J. Williams 50,398,934 275,261 3,055,092
Based on the votes set forth above, all of the director nominees were duly elected.

Proposal 2: Ratification of the appointment of KPMG LLP as independent registered public accounting firm for the fiscal year ending June 30, 2025.

For Against Abstaining
53,434,647 279,535 15,105
Based on the votes set forth above, the selection of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2025 was ratified.

Proposal 3: Advisory vote to approve the compensation of named executive officers.

For Against Abstaining Broker Non-votes
48,411,725 2,240,828 21,642 3,055,092

Based on the votes set forth above, the stockholders advised that they were in favor of the compensation awarded to the Company’s named executive officers.




Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
104 Cover Page Interactive Data File (formatted as Inline XBRL)


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.
PAYLOCITY HOLDING CORPORATION
Date: December 9, 2024 By: /s/ Ryan Glenn
Ryan Glenn
Chief Financial Officer