Paylocity Sets Dec. 4 Annual Meeting; Key Votes on Board, Comp, Equity Plan

Ticker: PCTY · Form: DEF 14A · Filed: Oct 23, 2025 · CIK: 1591698

Paylocity Holding Corp DEF 14A Filing Summary
FieldDetail
CompanyPaylocity Holding Corp (PCTY)
Form TypeDEF 14A
Filed DateOct 23, 2025
Risk Levellow
Pages16
Reading Time19 min
Key Dollar Amounts$6.7 billion
Sentimentneutral

Sentiment: neutral

Topics: Proxy Statement, Corporate Governance, Director Election, Executive Compensation, Equity Incentive Plan, Shareholder Meeting, SEC Filing

Related Tickers: PCTY, ADP, WDAY, PAYX

TL;DR

**PCTY's upcoming annual meeting is a routine but crucial check-in on governance and executive incentives; expect stability but watch the equity plan vote for long-term talent strategy.**

AI Summary

Paylocity Holding Corporation (PCTY) is holding its Annual Meeting of Stockholders on December 4, 2025, to address key corporate governance matters and strategic initiatives for the fiscal year ended June 30, 2025. Stockholders will vote on the election of ten directors, including Executive Chairman Steven R. Beauchamp and President and CEO Toby J. Williams, to serve until the 2027 annual meeting. A significant proposal is the ratification of KPMG LLP as the independent registered public accounting firm for fiscal year ending June 30, 2026. Additionally, shareholders will cast a non-binding advisory vote on named executive officer compensation and vote to approve the Amended and Restated 2023 Equity Incentive Plan. The company reported 54,381,598 shares of common stock outstanding and entitled to vote as of the October 7, 2025 record date. The virtual meeting format at www.virtualshareholdermeeting.com/PCTY2025 aims to facilitate broad stockholder participation.

Why It Matters

This DEF 14A filing outlines critical governance decisions for Paylocity, directly impacting investor confidence and future strategic direction. The election of ten directors, including key executives Steven R. Beauchamp and Toby J. Williams, will shape leadership and oversight. Approval of the Amended and Restated 2023 Equity Incentive Plan is crucial for employee retention and motivation in a competitive tech talent market, potentially affecting the company's ability to innovate and grow against rivals like ADP and Workday. The advisory vote on executive compensation provides a barometer of shareholder sentiment regarding management's performance and alignment with investor interests, influencing future compensation structures.

Risk Assessment

Risk Level: low — The filing primarily details standard annual meeting proposals, including director elections and auditor ratification, which are routine corporate governance matters. There are no indications of contentious proxy battles or significant changes in company strategy or financial health that would elevate risk. The proposals, such as the Amended and Restated 2023 Equity Incentive Plan, are designed to support ongoing operations and talent retention.

Analyst Insight

Investors should review the director nominees' qualifications and the details of the Amended and Restated 2023 Equity Incentive Plan to ensure alignment with long-term growth objectives. Voting 'FOR' these proposals generally supports management's current direction and talent strategy. Paylocity's consistent approach suggests a stable investment, but monitoring the outcome of the advisory vote on executive compensation could signal any underlying shareholder discontent.

Key Numbers

  • 54,381,598 — Shares of common stock outstanding (Entitled to vote as of October 7, 2025 record date)
  • 10 — Number of director nominees (To be elected to hold office until the 2027 annual meeting)
  • 2025 — Fiscal year covered by proxy statement (From July 1, 2024 through June 30, 2025)
  • 8:30 a.m. — Annual Meeting start time (Central Time on December 4, 2025)
  • 16-digit — Control number length (Required for virtual meeting access and voting)

Key Players & Entities

  • Paylocity Holding Corporation (company) — Registrant
  • Steven R. Beauchamp (person) — Executive Chairman and Director
  • Toby J. Williams (person) — President, Chief Executive Officer and Director
  • KPMG LLP (company) — Independent Registered Public Accounting Firm
  • Linda M. Breard (person) — Independent Director, Audit Committee Chair
  • Virginia G. Breen (person) — Independent Director, Audit & Nominating and Corporate Governance Committees
  • Craig A. Conway (person) — Independent Director, Compensation & Nominating and Corporate Governance Committees
  • U.S. Securities and Exchange Commission (regulator) — Regulatory body
  • October 7, 2025 (date) — Record Date for voting eligibility
  • December 4, 2025 (date) — Date of Annual Meeting of Stockholders

FAQ

When is Paylocity's 2026 Annual Meeting of Stockholders?

Paylocity's 2026 Annual Meeting of Stockholders is scheduled for Thursday, December 4, 2025, at 8:30 a.m. Central Time. It will be conducted virtually via a live webcast.

What proposals will be voted on at the Paylocity annual meeting?

Stockholders will vote on four main proposals: the election of ten directors, ratification of KPMG LLP as the independent auditor for fiscal year ending June 30, 2026, an advisory vote to approve named executive officer compensation, and approval of the Amended and Restated 2023 Equity Incentive Plan.

Who are the director nominees for Paylocity's board?

The ten director nominees are Steven R. Beauchamp, Linda M. Breard, Virginia G. Breen, Craig A. Conway, Robin L. Pederson, Andres D. Reiner, Kenneth B. Robinson, Steven I. Sarowitz, Ronald V. Waters III, and Toby J. Williams. They are nominated to serve until the 2027 annual meeting.

How many shares of Paylocity common stock are outstanding and eligible to vote?

As of the record date, October 7, 2025, a total of 54,381,598 shares of Paylocity common stock were outstanding and entitled to vote at the annual meeting.

What is the purpose of the Amended and Restated 2023 Equity Incentive Plan for Paylocity?

The Amended and Restated 2023 Equity Incentive Plan is being presented for approval to provide a framework for equity-based compensation, which is crucial for attracting, retaining, and motivating key employees and aligning their interests with those of stockholders.

How can Paylocity stockholders attend the virtual annual meeting?

Stockholders can attend the virtual meeting by visiting www.virtualshareholdermeeting.com/PCTY2025 and entering their 16-digit control number, which is included in their Notice of Internet Availability of Proxy Materials or proxy card.

What is the role of KPMG LLP for Paylocity?

KPMG LLP is proposed for ratification as Paylocity's independent registered public accounting firm for the fiscal year ending June 30, 2026, responsible for auditing the company's financial statements.

What is the significance of the advisory vote on executive compensation for Paylocity?

The advisory vote on executive compensation allows stockholders to express their non-binding opinion on the compensation paid to Paylocity's named executive officers, providing feedback to the board's compensation committee.

What happens if a Paylocity stockholder does not specify a vote on their proxy card?

If no choice is indicated on a signed and dated proxy card, the shares will be voted as the board recommends: 'FOR' the election of all nominees, 'FOR' the ratification of auditors, 'FOR' the advisory approval of executive compensation, and 'FOR' the approval of the 2023 Equity Incentive Plan amendment.

Who is Paylocity's President and Chief Executive Officer?

Toby J. Williams serves as Paylocity's President and Chief Executive Officer. He has held this role since March 2022 and also serves as a director on the board.

Industry Context

Paylocity operates in the human capital management (HCM) software industry, a sector characterized by increasing demand for integrated solutions that streamline payroll, HR, and workforce management. The industry is competitive, with established players and emerging fintech companies vying for market share. Key trends include the adoption of cloud-based solutions, a focus on employee experience, and the integration of AI and analytics to provide deeper insights.

Regulatory Implications

As a public company, Paylocity is subject to SEC regulations, including timely filing of disclosures like this DEF 14A. The company must also comply with accounting standards and regulations related to executive compensation and equity plans. Any misstatements or failures in governance could lead to regulatory scrutiny and penalties.

What Investors Should Do

  1. Vote on Director Nominees: Stockholders should review the qualifications of the ten director nominees and vote for or against their election to the board.
  2. Ratify Independent Auditor: Vote to approve KPMG LLP as the independent registered public accounting firm for fiscal year ending June 30, 2026, to ensure audit integrity.
  3. Advisory Vote on Executive Compensation: Cast a non-binding vote on the compensation of Named Executive Officers to express shareholder sentiment on pay practices.
  4. Approve Equity Incentive Plan: Vote to approve the Amended and Restated 2023 Equity Incentive Plan, which is crucial for attracting and retaining talent through equity awards.

Key Dates

  • 2025-12-04: Annual Meeting of Stockholders — Stockholders will vote on director elections, ratification of auditors, executive compensation, and equity incentive plans.
  • 2025-10-07: Record Date — Establishes the list of stockholders entitled to vote at the annual meeting. 54,381,598 shares of common stock were outstanding and entitled to vote.
  • 2025-10-23: Proxy Statement First Made Available — Informs stockholders about the meeting agenda, proposals, and voting procedures.
  • 2024-07-01: Start of Fiscal Year 2025 — The period covered by the financial information presented in the proxy statement.
  • 2025-06-30: End of Fiscal Year 2025 — The period covered by the financial information presented in the proxy statement.

Glossary

DEF 14A
A proxy statement filed by a public company with the U.S. Securities and Exchange Commission (SEC) detailing information about the annual meeting of shareholders. (This document provides the basis for the analysis, outlining the agenda and proposals for Paylocity's annual meeting.)
Record Date
A specific date set by a company to determine which shareholders are eligible to receive dividends, vote on corporate matters, or receive other distributions. (Determines eligibility to vote at the December 4, 2025, annual meeting; 54,381,598 shares were outstanding on this date.)
Quorum
The minimum number of shareholders or shares required to be present at a meeting for business to be legally transacted. (A majority of outstanding shares must be present (in person or by proxy) for the annual meeting to be valid.)
Broker Non-Vote
Shares held by a broker or nominee that are not voted on a particular proposal because the broker lacks instructions from the beneficial owner and does not have discretionary voting power for that proposal. (These shares are counted for quorum but do not count as votes cast for or against a proposal.)
Plurality of Votes Cast
A voting system where a candidate or proposal needs to receive more votes than any other single candidate or proposal, but not necessarily a majority of all votes cast. (This is the voting standard for electing the ten director nominees at the annual meeting.)
Named Executive Officers (NEOs)
The top executive officers of a company whose compensation is disclosed in detail in the proxy statement. (Stockholders will cast a non-binding advisory vote on the compensation of these officers.)
Equity Incentive Plan
A plan that allows a company to grant stock options, restricted stock, or other equity-based awards to employees and directors as a form of compensation. (Stockholders will vote to approve the Amended and Restated 2023 Equity Incentive Plan, which governs future equity awards.)

Year-Over-Year Comparison

This analysis is based on the DEF 14A for the fiscal year ending June 30, 2025, and does not contain comparative data from a prior filing. Key metrics such as revenue growth, net income, and executive compensation levels would typically be compared to the previous fiscal year in a comprehensive analysis. The absence of specific financial performance figures in the provided text limits a direct year-over-year comparison for this filing.

Filing Stats: 4,734 words · 19 min read · ~16 pages · Grade level 10.5 · Accepted 2025-10-23 10:03:31

Key Financial Figures

  • $6.7 billion — n"), a global investment firm with over $6.7 billion of capital under management. During tha

Filing Documents

Security Ownership of Certain Beneficial Owners and Management

Security Ownership of Certain Beneficial Owners and Management 63 Delinquent Section 16(a) Reports 64 Advisory Vote to Approve the Compensation of Our Named Executive Officers 65 Approval of The Amended and Restated 2023 Equity Incentive Plan 75 Stockholder Proposals or Nominations to be Presented at Next Annual Meeting 76 Transaction of Other Business 77 Stockholders Sharing the Same Last Name and Address A- 1 Appendix A - Non-GAAP Financial Measures B - 1 Appendix B - The Amended and Restated 2023 Equity Incentive Plan Paylocity 2026 Proxy Statement 3 Table of Contents Proxy Statement for Annual Meeting of Stockholders to be Held December 4, 2025 The board of directors of Paylocity Holding Corporation is soliciting your proxy for the 2026 Annual Meeting of Stockholders to be held on December 4, 2025, or any adjournment or postponement thereof, for the purposes set forth in the accompanying Notice of Annual Meeting of Stockholders. This Proxy Statement and related materials are first being made available to stockholders on or about October 23, 2025. References in this Proxy Statement to the "Company," "we," "our," "us" and "Paylocity" are to Paylocity Holding Corporation and its consolidated subsidiaries, and references to the "annual meeting" are to the 2026 Annual Meeting of Stockholders. When we refer to the Company's fiscal year, we mean the annual period ended on June 30, 2025. This proxy statement covers our 2025 fiscal year, which was from July 1, 2024 through June 30, 2025 ("fiscal 2025"). Solicitation and Voting Record Date Only stockholders of record at the close of business on October 7, 2025 will be entitled to notice of and to vote at the meeting and any adjournment thereof. At the close of business on this record date, a total of 54,381,598 shares of our common stock were outstanding and entitled to vote. Each share of common stock has one vote. Quorum A majority of the shares of common stock issued and outstand

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