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: August 29, 2008
(Date of earliest event reported)
PAYCHEX, INC.
(Exact name of registrant as specified in its charter)
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| DELAWARE
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0-11330
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16-1124166 |
| (State of or other jurisdiction
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(Commission
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(IRS Employer |
| of incorporation)
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File Number)
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Identification Number) |
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911 PANORAMA TRAIL SOUTH, ROCHESTER, NEW YORK
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14625-2396 |
| (Address of principal executive offices)
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(Zip Code) |
(585) 385-6666
(Registrant’s telephone number, including area code)
None
(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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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| ITEM 5.02 |
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DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF
CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS. |
On August 29, 2008, Paychex, Inc. approved the 2008-2009 Officer Performance Incentive Award
Agreement for the Chief Executive Officer providing for an annual cash bonus based on the goals
described in the agreement, as set by the Governance and Compensation Committee, of up to 180% of
base salary based on quantitative metrics. The Chief Executive Officer also has the potential to
receive an additional 20% of base salary based on qualitative targets established by the Governance
and Compensation Committee. The 2008-2009 Officer Performance Incentive Award Agreement has been
filed as Exhibit 10.1 to this Current Report on Form 8-K (“Form 8-K”).
Further Information
Additional information regarding compensation awarded to certain of the Company’s executive
officers for the year ended May 31, 2008 is provided in the Company’s proxy statement for its 2008
Annual Meeting of Stockholders, which was filed with the Securities and Exchange Commission on
August 29, 2008.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
The following exhibit relating to Item 5.02 of this Form 8-K is filed herewith:
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Exhibit 10.1
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Paychex, Inc. 2002 Stock Incentive Plan (as amended and restated effective
October 12, 2005) 2008-2009 Officer Performance Incentive Award Agreement. |
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