Paychex Inc AGM 2026

Good morning, and welcome to the Paychex 2026 Annual Meeting of Stockholders. I will now turn the meeting oh, excuse me. Welcome to the 2026 Annual Meeting of Stockholders for Paychex. I am Martin Mucci, Chairman of the Board of Paychex, and it's my pleasure to welcome you all today. We are hosting our annual meeting virtually, which we believe enables us to reach a greater number of our stockholders by giving them the ability to attend regardless of their location. We have stockholders and guests attending via the web portal. You will find the meeting materials, including the rules of conduct, available on the web portal. As is our custom, we will conduct the official business portion of the meeting first and answer appropriate questions afterwards.

Please note that the meeting is being recorded, and a replay will be made available on our website, and we do not authorize any other recording of this meeting. It is now 9:30 A.M. Eastern Time on Thursday, October 15, 2026, and the 2026 annual meeting of stockholders of Paychex is officially called to order. At this time, I would like to introduce the other members of the board of directors. Present with us today are Thomas Bonadio, Joseph Doody, John Gibson, J. Michael Hansen, Pamela Joseph, Theresa Payton, Kevin Price, Joseph Tucci, and Joseph Velli. Kara Wilson is not standing for re-election to the board of directors. I would like to thank on behalf of the board, Kara, for all her 10 years of service to the board and Paychex. We have very much appreciated her insight and support.

We are also joined by Phil Rossi with PricewaterhouseCoopers, PwC, our independent registered public accounting firm. PwC is available during the Q&A session to respond to appropriate questions. The board of directors fixed August 17, 2026, as the record date for determining stockholders entitled to vote at this meeting. An affidavit has been delivered attesting to the fact that either, one, a notice of Internet availability of the notice of meeting, the proxy statement, and the 2026 annual report to stockholders, or two, the documents themselves were mailed on or about September 4, 2026, to all stockholders as of the record date. The affidavit will be annexed to the minutes of this meeting. The inspector of election for the meeting has filed an oath of inspector of election with the corporate secretary prior to the meeting.

That oath will be annexed to the minutes of the meeting, along with the inspector's report of the final voting results. The stockholder list shows that as of the record date, there were approximately 356 million shares of common stock outstanding and entitled to vote at this meeting. We were informed by the inspector of election that more than a majority of the shares entitled to vote, approximately 91% of the outstanding common stock, is represented at the meeting in person or by proxy. I therefore declare a quorum is present for purposes of transacting business at this meeting. On behalf of the company's board of directors, I would like to thank all stockholders who returned their proxies. Now I will present the matters to be voted upon.

Please note that we will give stockholders the opportunity to ask questions on the proposals after all of the proposals have been presented. The first matter to come before this meeting is the election of 10 nominees to the board of directors, each of whom will hold office until the 2027 Annual Meeting of Stockholders, or until their successors are duly qualified and elected. Based on the recommendation of the Nominating and Governance Committee, the following individuals have been nominated by the board: Martin Mucci, Thomas Bonadio, Joseph Doody, John Gibson, J. Michael Hansen, Pamela Joseph, Theresa Payton, Kevin Price, Joseph Tucci, and Joseph Velli. The board is recommending a vote for all of our director nominees. The second proposal is to approve, on an advisory basis, the compensation of our named executive officers as described in our proxy statement. This is commonly known as the say on pay vote.

The board is recommending a vote for this proposal. Last year, approximately 96% of the votes cast on this proposal were in favor of the compensation of our named executive officers. It is our belief that the executive compensation plan, as described in the proxy statement, is effective in achieving the desired goals of aligning our executive compensation with the interest of our stockholders. The next matter to come before this meeting is the ratification of the selection of our independent registered public accounting firm. The Audit Committee of the Board of Directors has appointed PwC as the company's independent registered public accounting firm for the fiscal year ending May 31st, 2027. The board believes that it is appropriate to seek stockholder ratification of this appointment, and the board is recommending a vote for this proposal.

The last matter to come before this meeting is a shareholder proposal titled Attainable Shareholder Right to Call for a Special Shareholder Meeting. The board of directors has carefully considered this proposal and, for the reasons described in the proxy statement, recommends a vote against this proposal. At this time, we will provide the proponent or proponent's representative an opportunity to present the proposal. Operator, if you would please open Mr. Shebanow's line, I would appreciate it.

Hello, this is John Chevedden. The special shareholder meeting proposal 4 deserves shareholder votes because it can now take more than an impossible 60% of Paychex shares that vote at the annual meeting to call for a Paychex special shareholder meeting. Paychex requires more than 50% of shares outstanding to call for a special shareholder meeting. Since a substantial number of Paychex shares do not vote, it could thus take more than 60% of the shares that vote at the annual meeting to call for a special shareholder meeting. The Paychex text next to this proposal fails to explain how a small group of shareholders could possibly be motivated to spend large sums from their own pockets to call for a special shareholder meeting unless they have a good prospect of attaining a majority vote at a special shareholder meeting in spite of strong management opposition.

Paychex suggests that shareholder engagement is a substitute for an Attainable Shareholder Right to Call for a Special Shareholder Meeting, but Paychex does not even appear to have a serious shareholder engagement program. Paychex apparently gives little attention to shareholder engagement unless it receives a shareholder proposal. For instance, in the 2025 Paychex annual meeting proxy, there were less than 140 words under the shareholder engagement heading. If one is to take seriously the Paychex text about shareholder engagement, one would have expected to see Paychex annual meeting proxy describe its shareholder engagement under headings such as topics. For instance, six topics starting with, for example, executive pay, then a column with the shareholder feedback received on executive pay, then a column with action Paychex took in response to shareholder feedback on executive pay. Then repeat this process for perhaps six topics of prime interest to Paychex shareholders.

Even if Paychex has a good shareholder engagement program, it would still benefit from shareholders to have an attainable right to call for a special shareholder meeting because there's no way to bring an important matter to a vote with shareholder engagement. Please vote for proposal 4.

Thank you. Thank you, Mr. Chevedden.

Operator, please close Mr. Chevedden's line. Thank you. If any stockholder would like to ask a question regarding any of the proposals, please submit it through the web portal. We will address relevant questions during the Q&A period. The polls are now open for voting. Any stockholder who has not yet voted or wishes to change their vote may do so now by clicking the voting button on the web portal and following the instructions there. Your 16-digit proxy control number from the proxy notice is required to vote. Stockholders who sent in proxies or voted via telephone or the internet and who do not want to change their vote, do not have to take any further action. We will now pause for a moment to allow time for stockholders to vote.

Now that everyone has had an opportunity to vote, I declare the polls for the 2026 annual meeting of stockholders closed at approximately 9:39 A.M. Eastern Time on Thursday, October 15, 2026. We will now open the meeting for stockholder questions. Only stockholders of record may ask questions in the designated field on the web portal. Though we may not be able to answer every question, we will respond to as many as possible in the time allotted. Only questions that are germane to the meeting will be addressed, and our corporate secretary, Todd Card, will read the questions submitted by our stockholders. I will now turn the meeting over to John Gibson, President and CEO, who will be addressing the submitted questions.