Paycom adopts majority voting standard for uncontested director elections

Paycom Software, Inc.

Board amended bylaws on Oct 12, 2023, replacing plurality with majority vote in uncontested director elections.
Incumbent directors failing to receive majority votes must tender resignation under new policy.
Plurality voting still applies in contested director elections.
Bylaws also clarify officer appointment/removal and update officer titles and responsibilities.
Change follows advisory shareholder proposal approved at the May 1, 2023 annual meeting.

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Paycom Software, Inc.: Amended and restated bylaws to adopt a majority vote standard in uncontested director elections with a resignation policy for incumbent directors who fail to receive sufficient votes (effective 2023-10-12).

Change: bylaw amendment
Effective: 2023-10-12

Exact text from the filing

On October 12, 2023, in response to the advisory approval of the Stockholder Proposal, the Board of Directors of the Company (the “ Board ”) amended and restated the Company’s existing amended and restated bylaws (as so amended and restated, the “ Amended and Restated Bylaws ”) to implement a majority vote standard in uncontested director elections, with a resignation policy for incumbent directors who fail to receive sufficient votes under the majority vote standard.

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Paycom Software, Inc. filing history →

Source: SEC EDGAR

accession 0001193125-23-256102

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