What changed in this filing

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Item 5. Other Information

2023-05-04 compared with 2022-11-03 · 69 added, 25 removed, 31 unchanged (75% of the section changed)

Other Information

Amended and Restated Bylaws

On October 31, 2022, our Board of Directors adopted amended and restated bylaws of the Company (as so amended and restated, the “Amended and Restated Bylaws”), effective immediately.

The Amended and Restated Bylaws, among other things:

Clarify that meetings of stockholders may be held by remote communications or in a hybrid in-person and remote format;

Modify the provisions relating to notices of stockholder meetings, adjournment procedures and lists of stockholders entitled to vote at stockholder meetings, in each case, to reflect recent amendments to the Delaware General Corporation Law, as amended (the “DGCL”);

Clarify the parameters for proxies in connection with stockholder meetings;

Enhance procedural mechanics and disclosure requirements in connection with stockholder nominations of directors and submissions of stockholder proposals at stockholder meetings, including without limitation, by requiring:

o additional background information and disclosures regarding proposing stockholders, proposed nominees, proposed business, and other persons related to a stockholder’s solicitation of proxies;

o any stockholder submitting a nomination or proposal notice to make a representation that such stockholder is a holder of record of shares of capital stock of the Company entitled to vote at the meeting at which such nomination or proposal is to be brought;

o any stockholder submitting a nomination or proposal notice to make a representation that such stockholder has complied with all applicable requirements of state law and the Exchange Act;

o any stockholder submitting a nomination notice to make a representation as to whether such stockholder intends to solicit proxies in support of director nominees other than the Company’s nominees in accordance with Rule 14a-19 under the Exchange Act (“Rule 14a-19”), and if so, to include an undertaking that such stockholder will comply with the requirements of Rule 14a-19 and to provide, at the Company’s request, no later than five business days prior to the applicable meeting, reasonable evidence that the requirements of Rule 14a-19 have been satisfied;

o that disclosures included in a stockholder’s nomination or proposal notice be updated so that they are accurate as of the stockholder meeting record date and as of ten business days prior to the stockholder meeting;

o that any material inaccuracies in the disclosures included in a stockholder’s nomination or proposal notice be corrected in accordance with the Amended and Restated Bylaws;

Clarify that the Board of Directors (or an officer designated thereby) has the power and duty to determine whether a stockholder nomination or proposal has been made in accordance with the Amended and Restated Bylaws and that, if the Board of Directors or such officer determines that any stockholder’s nomination or proposal was not made in accordance with the Amended and Restated Bylaws, such nomination or proposal will not be presented at the meeting at which such nomination or proposal was to be brought;

Clarify that a director’s verbal resignation is not effective until confirmed by the director in writing or by electronic transmission;

Remove the requirement that officers of the Company be elected annually;

Modify the requirements for signatures on stock certificates to reflect amendments to the DGCL;

Make various other updates, including ministerial and conforming changes.

The foregoing summary of the Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the complete text of the Amended and Restated Bylaws, a copy of which is attached hereto as Exhibit 3.2 and is incorporated herein by reference.

2023 Executive LTIP Awards

On May 2, 2023, the Compensation Committee of the Board of Directors granted awards of performance-based restricted stock units (“PSUs”), time-based restricted stock units (“RSUs”) and shares of restricted stock to our executive officers, in the amounts set forth in the table below:

Restricted Stock

Christopher G.

Each award of PSUs (each, a “2023 PSU Award”

and, collectively, the “2023 PSU Awards”) was granted pursuant to the terms of the Paycom Software, Inc.

2023 Long-Term Incentive Plan (the “2023 LTIP”) and a Restricted Stock Unit Award Agreement - Performance-Based Vesting (each, a “PSU Award Agreement”).

Each PSU represents a notional share of the Company’s common stock, par value $0.01 per share (“Common Stock”).

The 2023 PSU Awards will vest based on the Company’s performance over a one-year performance period commencing on January 1, 2023 and ending on December 31, 2023 (the “Performance Period”).

The number of PSUs that will vest and be converted into shares of Common Stock will be based on the achievement of performance goals summarized in the table below:

Performance Goal(s)

Performance Level/Payout % (1)

Below target = 0%

At or above target = 100%

Adjusted EBITDA

Below target = 0%

At or above target = 100%

VWAP Value (2)

Below threshold = 0%

Equal to or greater than threshold but less than intermediate target = 50%

Equal to or greater than intermediate target but less than target = 75%

Equal to or greater than target = 100%

Below threshold = 0%

Equal to or greater than threshold but less than intermediate target = 50%

Equal to or greater than intermediate target but less than target = 75%

Equal to or greater than target = 100%

Annual Revenue Retention Rate

Below target = 0%

At or above target = 100%

Christopher G.

Annual Revenue Retention Rate

Below target = 0%

At or above target = 100%

(1) There will be no interpolation for achievement between performance levels.

(2) For purposes of Mr.

Boelte’s 2023 PSU Award, “VWAP Value”

means, as of the last day of the Performance Period, the arithmetic average of the daily volume weighted average price of the Common Stock on each of the twenty (20) consecutive trading days immediately preceding such date.

The 2023 PSU Awards will be eligible to vest following the end of the Performance Period, but no later than February 29, 2024, provided that the executive officer is employed by, or providing services to, the Company or a subsidiary on the vesting date.

Furthermore, the 2023 PSU Awards will (i) become fully vested upon the executive officer’s death or Total and Permanent Disability (as defined in the 2023 LTIP), (ii) remain eligible for vesting following Retirement (as defined in the 2023 LTIP) based on actual performance, and pro-rated for the number of days employed during the Performance Period, (iii) remain eligible for vesting following a termination of employment by the Company without Cause (as defined in the applicable PSU Award Agreement) or by the executive officer for Good Reason (as defined in the applicable PSU Award Agreement) based on actual performance, and pro-rated for the number of days employed during the Performance Period, and (iv) become fully vested upon a termination of employment by the Company without Cause or by the executive officer for Good Reason in connection with or following a Change in Control (as defined in the 2023 LTIP) of the Company, in each case as provided in the respective PSU Award Agreement.

The foregoing description of the 2023 PSU Awards does not purport to be complete and is qualified in its entirety by reference to the full text of the PSU Award Agreements for Mr.

Faurot and Messrs.

Smith and Thomas, copies of which are filed as Exhibits 10.2, 10.3 and 10.4, respectively, to this Form 10-Q and are incorporated herein by reference.

Time-Based RSU Awards

Each award of RSUs (each, a “2023 RSU Award”

and, collectively, the “2023 RSU Awards”) was granted pursuant to the terms of the 2023 LTIP and a Restricted Stock Unit Award Agreement - Time-Based Vesting (Executive) (each, an “RSU Award Agreement”).

Each RSU represents a notional share of Common Stock.

The 2023 RSU Awards will vest in three substantially equal tranches on February 5, 2024, February 5, 2025, and February 5, 2026, provided that the executive officer is employed by, or providing services to, the Company or a subsidiary on the applicable vesting date.

In addition, the 2023 RSU Awards will become fully vested upon the executive officer’s death or Total and Permanent Disability.

The foregoing description of the 2023 RSU Awards does not purport to be complete and is qualified in its entirety by reference to the full text of the RSU Award Agreement, a copy of which is filed as Exhibit 10.5 to this Form 10-Q and is incorporated herein by reference.

Restricted Stock Awards

Each award of shares of restricted stock (each, a “2023 RSA”

and, collectively, the “2023 RSAs”) was granted pursuant to the terms of the 2023 LTIP and a Restricted Stock Award Agreement - Time-Based Vesting (Executive) (each, a “Restricted Stock Award Agreement”).

The shares underlying the 2023 RSAs will vest in four tranches as set forth in the table below, provided that the executive officer is employed by, or providing services to, the Company or a subsidiary on the applicable vesting date.

In addition, the 2023 RSAs will become fully vested upon the executive officer’s death or Total and Permanent Disability.

Number of shares scheduled to vest on:

February 5, 2024

February 5, 2025

February 5, 2026

February 5, 2027

Christopher G.

The foregoing description of the 2023 RSAs does not purport to be complete and is qualified in its entirety by reference to the full text of the Restricted Stock Award Agreement, a copy of which is filed as Exhibit 10.6 to this Form 10-Q and is incorporated herein by reference.

The following exhibits are incorporated herein by reference or are filed with this Quarterly Report on Form 10-Q, in each case as indicated therein (numbered in accordance with Item 601 of Regulation S-K):

3 unchanged sentences

Amended and Restated Bylaws of Paycom Software, Inc.

(incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K dated April 21, 2023, filed with the SEC on April 24, 2023).

Form of Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the Company’s Amendment No.

1 to the Registration Statement on Form S-1/A dated March 31, 2014, filed with the SEC on March 31, 2014).

Credit Agreement, dated July 29, 2022, by and among Paycom Software, Inc., Paycom Payroll, LLC, certain other subsidiaries of Paycom Software, Inc.

as guarantors, JPMorgan Chase Bank, N.A., as a lender, swingline lender and issuing bank, the lenders party thereto, and JPMorgan Chase Bank, N.A., as the administrative agent (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated July 29, 2022, filed with the SEC on August 2, 2022).

Severance and Release Agreement, dated March 31, 2023, by and among Paycom Software, Inc., Paycom Payroll, LLC and Justin Long (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated March 28, 2023, filed with the SEC on April 3, 2023).

Form of Restricted Stock Unit Award Agreement - Performance-Based Vesting (Boelte).

Form of Restricted Stock Unit Award Agreement - Performance-Based Vesting (Faurot).

Form of Restricted Stock Unit Award Agreement - Performance-Based Vesting (Smith/Thomas).

Form of Restricted Stock Unit Award Agreement - Time-Based Vesting (Executive).

Form of Restricted Stock Award Agreement - Time-Based Vesting (Executive).

Certification of the Chief Executive Officer of the Company, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

9 unchanged sentences

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

+ Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K.

The Company agrees to furnish to the SEC a copy of any omitted schedule or exhibit upon request.

+ Management contract or compensatory plan or arrangement.

* Filed herewith.

4 unchanged sentences

PAYCOM SOFTWARE, INC.

November 3, 2022

/s/ Chad Richison

2 unchanged sentences

(Principal Executive Officer)

November 3, 2022

Chief Financial Officer

1 unchanged sentence

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 5. Other Information