Monitor the voting outcome post-December 3 meeting for any unexpected dissent on say-on-pay or the equity plan. The 93.1% support in the prior year suggests routine approval is likely. No immediate trading catalyst.
Price Chart
Executive Summary
Paylocity filed its definitive proxy statement (DEF 14A) and a related DEFA14A notice for the 2027 Annual Meeting scheduled for December 3, 2026. The filings are routine, covering the election of nine director nominees (including the departure of Craig A. Conway), ratification of KPMG as auditor, an advisory say-on-pay vote, and approval of an amended equity incentive plan. No activist campaign, dissident solicitation, or contested matter is present — this is a standard management solicitation.
Key Financial Metrics
Key Facts
- Annual Meeting scheduled for December 3, 2026, to be held virtually.
- Board reduced from ten to nine directors; Craig A. Conway not standing for reelection.
- Nine director nominees proposed: Beauchamp, Breard, Breen, Pederson, Reiner, Robinson, Sarowitz, Waters III, and Williams.
- Proposals include: elect directors, ratify KPMG as auditor, advisory say-on-pay, and approve Second Amended and Restated 2023 Equity Incentive Plan (adding 1,230,000 shares).
- Record date for voting is October 6, 2026, with 52,174,262 shares outstanding and entitled to vote.
- Board recommends a FOR vote on all proposals.
Financial Impact
No financial impact from these proxy solicitation materials. The equity plan amendment would increase authorized shares by 1,230,000, representing approximately 2.3% dilution from current outstanding shares.
Risk Factors
- Potential dilution from the proposed 1,230,000 share increase under the equity plan.
- Low risk of a contested election or activist campaign — no dissident filings are present.
Investment Themes
Documents Analyzed
This report is based on 5 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| DEFA14A Filing (PCTY) — Batch item 1 | 0001591698-26-000146 |
| Document: 0001591698-26-000146-index-headers.html | 0001591698-26-000144 |
| Document: 0001591698-26-000146-index.html | 0001591698-26-000146 |
| Document: 0001591698-26-000146.txt | 0001591698-26-000146 |
| DEF 14A Filing (PCTY) — Batch item 5 | 0001591698-26-000144 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Oct 23, 2026 2d ago | Institutional Cluster | $176.69 | awaiting T+1 | — | $177.19 (+0.28%) |
Oct 22, 2026 3d ago | DEFA14A / DEF 14A | $177.67 $177.19 | ▼ −0.27% | ▲ +0.25% | $177.19 (−0.27%) |
Oct 22, 2026 4d ago | Insider Cluster | $177.94 | awaiting T+1 | — | $177.19 (+0.42%) |
Oct 21, 2026 4d ago | Insider Cluster | $177.67 $177.19 | ▲ +0.27% | ▼ −0.25% | $177.19 (+0.27%) |
Oct 19, 2026 7d ago | Insider Cluster | $170.06 $169.33 | ▲ +0.43% | ▲ +0.95% | $177.19 (−4.19%) |
Oct 16, 2026 9d ago | Insider Cluster | $166.17 $170.06 | ▲ +2.34% | ▲ +2.01% | $177.19 (+6.63%) |
Sep 10, 2026 6w ago | Press Release | $142.86 $141.66 | ▼ −0.84% | ▼ −1.69% | $177.19 (+24.03%) |
Sep 9, 2026 6w ago | Insider Cluster | $142.86 $141.66 | ▼ −0.84% | ▼ −1.69% | $177.19 (+24.03%) |
Sep 1, 2026 7w ago | Insider Cluster | $154.29 $154.29 | · 0.00% | ▼ −1.05% | $177.19 (+14.84%) |
Sep 1, 2026 7w ago | Insider Cluster | $154.29 $154.29 | · 0.00% | ▼ −1.05% | $177.19 (+14.84%) |
US Market Status
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