Paycom Software, Inc.: Amended and restated bylaws to update description of President's role (duties assignable by Board or CEO) and redefine 'Principal Competitor' (effective 2026-02-18).
Change
bylaw amendment
Effective
2026-02-18
Exact text from the filing
On February 18, 2026, the Board approved amended and restated bylaws of the Company (as so amended and restated, the “ Amended and Restated Bylaws ”). The Amended and Restated Bylaws reflect an updated description of the role of the President, such that the President’s duties may be assigned by the Board or the Chief Executive Officer, rather than the Board alone, and the President’s performance of his duties is subject to the direction of the Board or the Chief Executive Officer, rather than the Board alone. The Amended and Restated Bylaws also include an updated definition of “Principal Competitor,” as such term is used in the advance notice provisions. Previously, the definition of “Principal Competitor” referenced competitors of the Company identified in certain filings with the Securities and Exchange Commission made by the Company. Pursuant to the Amended and Restated Bylaws, “Principal Competitor” means any entity that the Board determines, in good faith, provides products or se
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