Stockholders approve amended equity plan increasing authorized shares by 444,000 at annual meeting

Paylocity Holding Corp

Amended 2023 Equity Incentive Plan approved: 42.5M for, 1.7M against, 3.7M broker non-votes.
Plan adds 444,000 shares; eliminates liberal share recycling for stock options and SARs.
All 10 director nominees elected; largest withhold vote 4.1M on Kenneth B. Robinson.
Say-on-pay passed 41.2M for, 3.0M against, 90,454 abstain; KPMG ratified 47.8M for.
Turnout 88.4% (48.1M of 54.4M eligible shares) at December 4, 2025 meeting.

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