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PAYLOCITY HOLDING CORP. 2023-2024 Proxy Voting Records

Compiled from SEC Form N-PX filings and PAYLOCITY HOLDING CORP.’s Form 8-K, filed December 4, 2023 (Item 5.07 on EDGAR). Page generated October 18, 2026.

  • 14Ballot items
  • 463Asset managers
  • 7,368Fund votes
  • November 30, 2023Meeting date

Results at a glance

Meeting of November 30, 2023: 14 items on PAYLOCITY HOLDING CORP.’s Form 8-K, filed December 4, 2023: 10 elected · 3 approved · 1 without a stated outcome.

Material dissent

None.

Material dissent: a director nominee under 80% of the votes cast, say-on-pay under 70%, any other item the board put forward under 80%, or a shareholder proposal with more than 50%, on the company’s own Form 8-K tally. How this is decided

Proxy season: 2023-2024 2024-2025 2025-2026

Explore PAYLOCITY HOLDING CORP. in the interactive database Compare manager voting policies

Official 2023-2024 meeting results reported by PAYLOCITY HOLDING CORP.

These tallies are PAYLOCITY HOLDING CORP.’s own, as disclosed to the U.S. Securities and Exchange Commission on Form 8-K, filed December 4, 2023 (Item 5.07, “Submission of Matters to a Vote of Security Holders”). They cover every share voted at the meeting, not just the funds that file Form N-PX.

PAYLOCITY HOLDING CORP. — official shareholder meeting results, meeting held November 30, 2023
Ballot itemForAgainst AbstainWithheldBroker non-votesSupport (of votes cast)Reported outcomeVoting standard
Elect Director: Steven R. Beauchamp 49,546,690---- 476,4762,743,817 99.0%Elected—
Elect Director: Linda M. Breard 49,619,051---- 404,1152,743,817 99.1%Elected—
Elect Director: Virginia G. Breen 48,758,468---- 1,264,6982,743,817 97%Elected—
Elect Director: Jeffrey T. Diehl 45,039,428---- 4,983,7382,743,817 90%Elected—
Elect Director: Robin L. Pederson 49,113,183---- 909,9832,743,817 98%Elected—
Elect Director: Andres D. Reiner 48,546,694---- 1,476,4722,743,817 97%Elected—
Elect Director: Kenneth B. Robinson 49,708,763---- 314,4032,743,817 99.3%Elected—
Elect Director: Steven I. Sarowitz 48,712,957---- 1,310,2092,743,817 97%Elected—
Elect Director: Ronald V. Waters III 48,355,226---- 1,667,9402,743,817 97%Elected—
Elect Director: Toby J. Williams 49,531,713---- 491,4532,743,817 99.0%Elected—
2. Ratification of the appointment of KPMG LLP as independent registered public accounting firm for the fiscal year ending June 30, 2024 52,610,991140,20715,785 ---- 99.7%Approved—
3. Advisory vote to approve the compensation of named executive officers 47,199,9542,791,52431,688 --2,743,817 94%Not verified—
4. Approval of the 2023 Equity Incentive Plan 48,942,5501,070,44810,168 --2,743,817 98%Approved—
5. Amendment to Article VI of the Company's Second Amended and Restated Certificate of Incorporation 49,973,28434,59715,285 --2,743,817 99.9%Approved—

Source: PAYLOCITY HOLDING CORP., Form 8-K, filed with the SEC on December 4, 2023 — read the filing on EDGAR.

How asset managers voted at the PAYLOCITY HOLDING CORP. 2023-2024 meeting

Each item below shows how the 463 asset managers that disclosed a PAYLOCITY HOLDING CORP. vote in their SEC Form N-PX filings actually voted. Share totals are the shares those managers' funds voted, summed across every fund they report.

1. Elect Director: Steven R. Beauchamp

Official resultFund totals may overlapDIRECTOR ELECTIONSReported outcome: Elected

Combines 7 wordings of this item as funds reported it.

99.0% Majority: yes · of votes cast

FOR 99.0%
FOR: 49,546,690WITHHELD: 476,476
Details: description as filed, official tally, votes by 130 asset managers

Description as filed by funds: Election of Directors: Steven R. Beauchamp

PAYLOCITY HOLDING CORP.’s own tally for this item (“Elect Director: Steven R. Beauchamp”): 49,546,690 for, 476,476 withheld, per its Form 8-K filed December 4, 2023 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “Based on the votes set forth above, all of the director nominees were duly elected.”
Support: 99.0% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports: 127 asset managers voting on “Election of Directors: Steven R. Beauchamp” at PAYLOCITY HOLDING CORP., 2023-2024
Asset managerForAgainst AbstainWithheldVote
T. Rowe Price6,380,3370 00For
Vanguard4,084,0640 00For
BlackRock2,274,3840 00For
Fidelity1,010,6270 00For
WASATCH FUNDS TRUST919,5880 00For
MFS564,9920 00For
Capital Group412,5930 00For
JANUS INVESTMENT FUND356,6270 00For
Franklin Custodian Funds325,0000 00For
Jackson National323,9070 00For
American Century283,2590 00For
Charles Schwab255,9150 00For
TIAA238,9330 00For
State Street215,0200 00For
Invesco199,7370 00For
FRANKLIN STRATEGIC SERIES185,8640 00For
Principal171,9870 00For
MassMutual163,6540 00For
AMCAP FUND133,3980 00For
AMG FUNDS122,6860 00For
Dimensional121,3590 00For
Voya107,0310 00For
Neuberger Berman99,0490 00For
Empower96,5330 00For
First Trust89,1510 00For

Fund voting reports, all 127 managers: 20,809,982 for, 9,635 withheld. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports: 3 asset managers voting on “Election of Directors: Steven R. Beauchamp” at PAYLOCITY HOLDING CORP., 2023-2024
Asset managerForAgainst AbstainWithheldVote
TimesSquare Capital Management, LLC220,2970 0800For
King Wealth Management Group450 00For
Warren Street Wealth Advisors, LLC110 00For

Institutional-manager reports, all 3 managers: 220,353 for, 800 withheld.

2. Elect Director: Andres D. Reiner

Official resultFund totals may overlapDIRECTOR ELECTIONSReported outcome: Elected

Combines 6 wordings of this item as funds reported it.

97% Majority: yes · of votes cast

FOR 97%
FOR: 48,546,694WITHHELD: 1,476,472
Details: description as filed, official tally, votes by 129 asset managers

Description as filed by funds: Election of Directors: Andres D. Reiner

PAYLOCITY HOLDING CORP.’s own tally for this item (“Elect Director: Andres D. Reiner”): 48,546,694 for, 1,476,472 withheld, per its Form 8-K filed December 4, 2023 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “Based on the votes set forth above, all of the director nominees were duly elected.”
Support: 97% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports: 126 asset managers voting on “Election of Directors: Andres D. Reiner” at PAYLOCITY HOLDING CORP., 2023-2024
Asset managerForAgainst AbstainWithheldVote
T. Rowe Price6,380,3370 00For
Vanguard4,084,0640 00For
BlackRock2,274,3840 00For
Fidelity1,010,6270 00For
WASATCH FUNDS TRUST919,5880 00For
MFS564,9920 00For
Capital Group412,5930 00For
JANUS INVESTMENT FUND356,6270 00For
Franklin Custodian Funds325,0000 00For
Jackson National323,9070 00For
American Century283,2590 00For
Charles Schwab255,9150 00For
TIAA238,9330 00For
State Street215,0200 00For
Invesco199,7370 00For
FRANKLIN STRATEGIC SERIES185,8640 00For
Principal171,9870 00For
MassMutual163,6540 00For
AMCAP FUND133,3980 00For
AMG FUNDS122,6860 00For
Dimensional121,3590 00For
Voya107,0310 00For
Neuberger Berman99,0490 00For
Empower96,5330 00For
First Trust89,1510 00For

Fund voting reports, all 126 managers: 20,752,614 for, 45,633 withheld, 18,820 abstained. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports: 3 asset managers voting on “Election of Directors: Andres D. Reiner” at PAYLOCITY HOLDING CORP., 2023-2024
Asset managerForAgainst AbstainWithheldVote
TimesSquare Capital Management, LLC220,2970 0800For
King Wealth Management Group450 00For
Warren Street Wealth Advisors, LLC110 00For

Institutional-manager reports, all 3 managers: 220,353 for, 800 withheld.

3. Elect Director: Jeffrey T. Diehl

Official resultFund totals may overlapDIRECTOR ELECTIONSReported outcome: Elected

Combines 6 wordings of this item as funds reported it.

90% Majority: yes · of votes cast

FOR 90%
FOR: 45,039,428WITHHELD: 4,983,738
Details: description as filed, official tally, votes by 129 asset managers

Description as filed by funds: Election of Directors: Jeffrey T. Diehl

PAYLOCITY HOLDING CORP.’s own tally for this item (“Elect Director: Jeffrey T. Diehl”): 45,039,428 for, 4,983,738 withheld, per its Form 8-K filed December 4, 2023 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “Based on the votes set forth above, all of the director nominees were duly elected.”
Support: 90% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports: 126 asset managers voting on “Election of Directors: Jeffrey T. Diehl” at PAYLOCITY HOLDING CORP., 2023-2024
Asset managerForAgainst AbstainWithheldVote
T. Rowe Price6,380,3370 00For
Vanguard4,084,0640 00For
BlackRock2,274,3840 00For
Fidelity1,010,6270 00For
WASATCH FUNDS TRUST919,5880 00For
MFS00 0564,992Withhold
Capital Group412,5930 00For
JANUS INVESTMENT FUND356,6270 00For
Franklin Custodian Funds325,0000 00For
Jackson National323,9070 00For
American Century283,2590 00For
Charles Schwab255,9150 00For
TIAA238,9330 00For
State Street215,0200 00For
Invesco199,7370 00For
FRANKLIN STRATEGIC SERIES185,8640 00For
Principal171,9870 00For
MassMutual163,6540 00For
AMCAP FUND133,3980 00For
AMG FUNDS122,6860 00For
Dimensional121,3590 00For
Voya107,0310 00For
Neuberger Berman99,0490 00For
Empower75,9000 020,633Mixed
First Trust89,1510 00For

Fund voting reports, all 126 managers: 20,009,644 for, 788,550 withheld, 18,873 abstained. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports: 3 asset managers voting on “Election of Directors: Jeffrey T. Diehl” at PAYLOCITY HOLDING CORP., 2023-2024
Asset managerForAgainst AbstainWithheldVote
TimesSquare Capital Management, LLC220,2970 0800For
King Wealth Management Group450 00For
Warren Street Wealth Advisors, LLC110 00For

Institutional-manager reports, all 3 managers: 220,353 for, 800 withheld.

4. Elect Director: Kenneth B. Robinson

Official resultFund totals may overlapDIRECTOR ELECTIONSReported outcome: Elected

Combines 6 wordings of this item as funds reported it.

99.3% Majority: yes · of votes cast

FOR 99.3%
FOR: 49,708,763WITHHELD: 314,403
Details: description as filed, official tally, votes by 129 asset managers

Description as filed by funds: Election of Directors: Kenneth B. Robinson

PAYLOCITY HOLDING CORP.’s own tally for this item (“Elect Director: Kenneth B. Robinson”): 49,708,763 for, 314,403 withheld, per its Form 8-K filed December 4, 2023 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “Based on the votes set forth above, all of the director nominees were duly elected.”
Support: 99.3% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports: 126 asset managers voting on “Election of Directors: Kenneth B. Robinson” at PAYLOCITY HOLDING CORP., 2023-2024
Asset managerForAgainst AbstainWithheldVote
T. Rowe Price6,380,3370 00For
Vanguard4,084,0640 00For
BlackRock2,274,3840 00For
Fidelity1,010,6270 00For
WASATCH FUNDS TRUST919,5880 00For
MFS564,9920 00For
Capital Group412,5930 00For
JANUS INVESTMENT FUND356,6270 00For
Franklin Custodian Funds325,0000 00For
Jackson National323,9070 00For
American Century283,2590 00For
Charles Schwab255,9150 00For
TIAA238,9330 00For
State Street215,0200 00For
Invesco199,7370 00For
FRANKLIN STRATEGIC SERIES185,8640 00For
Principal171,9870 00For
MassMutual163,6540 00For
AMCAP FUND133,3980 00For
AMG FUNDS122,6860 00For
Dimensional121,3590 00For
Voya107,0310 00For
Neuberger Berman99,0490 00For
Empower96,5330 00For
First Trust89,1510 00For

Fund voting reports, all 126 managers: 20,807,432 for, 9,635 withheld. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports: 3 asset managers voting on “Election of Directors: Kenneth B. Robinson” at PAYLOCITY HOLDING CORP., 2023-2024
Asset managerForAgainst AbstainWithheldVote
TimesSquare Capital Management, LLC220,2970 0800For
King Wealth Management Group450 00For
Warren Street Wealth Advisors, LLC110 00For

Institutional-manager reports, all 3 managers: 220,353 for, 800 withheld.

5. Elect Director: Linda M. Breard

Official resultFund totals may overlapDIRECTOR ELECTIONSReported outcome: Elected

Combines 6 wordings of this item as funds reported it.

99.1% Majority: yes · of votes cast

FOR 99.1%
FOR: 49,619,051WITHHELD: 404,115
Details: description as filed, official tally, votes by 129 asset managers

Description as filed by funds: Election of Directors: Linda M. Breard

PAYLOCITY HOLDING CORP.’s own tally for this item (“Elect Director: Linda M. Breard”): 49,619,051 for, 404,115 withheld, per its Form 8-K filed December 4, 2023 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “Based on the votes set forth above, all of the director nominees were duly elected.”
Support: 99.1% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports: 126 asset managers voting on “Election of Directors: Linda M. Breard” at PAYLOCITY HOLDING CORP., 2023-2024
Asset managerForAgainst AbstainWithheldVote
T. Rowe Price6,380,3370 00For
Vanguard4,084,0640 00For
BlackRock2,274,3840 00For
Fidelity1,010,6270 00For
WASATCH FUNDS TRUST919,5880 00For
MFS564,9920 00For
Capital Group412,5930 00For
JANUS INVESTMENT FUND356,6270 00For
Franklin Custodian Funds325,0000 00For
Jackson National323,9070 00For
American Century283,2590 00For
Charles Schwab255,9150 00For
TIAA238,9330 00For
State Street215,0200 00For
Invesco199,7370 00For
FRANKLIN STRATEGIC SERIES185,8640 00For
Principal171,9870 00For
MassMutual161,0000 02,654For
AMCAP FUND133,3980 00For
AMG FUNDS122,6860 00For
Dimensional121,3590 00For
Voya107,0310 00For
Neuberger Berman99,0490 00For
Empower96,5330 00For
First Trust89,1510 00For

Fund voting reports, all 126 managers: 20,804,804 for, 12,263 withheld. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports: 3 asset managers voting on “Election of Directors: Linda M. Breard” at PAYLOCITY HOLDING CORP., 2023-2024
Asset managerForAgainst AbstainWithheldVote
TimesSquare Capital Management, LLC221,0970 00For
King Wealth Management Group450 00For
Warren Street Wealth Advisors, LLC110 00For

Institutional-manager reports, all 3 managers: 221,153 for.

6. Elect Director: Robin L. Pederson

Official resultFund totals may overlapDIRECTOR ELECTIONSReported outcome: Elected

Combines 6 wordings of this item as funds reported it.

98% Majority: yes · of votes cast

FOR 98%
FOR: 49,113,183WITHHELD: 909,983
Details: description as filed, official tally, votes by 129 asset managers

Description as filed by funds: Election of Directors: Robin L. Pederson

PAYLOCITY HOLDING CORP.’s own tally for this item (“Elect Director: Robin L. Pederson”): 49,113,183 for, 909,983 withheld, per its Form 8-K filed December 4, 2023 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “Based on the votes set forth above, all of the director nominees were duly elected.”
Support: 98% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports: 126 asset managers voting on “Election of Directors: Robin L. Pederson” at PAYLOCITY HOLDING CORP., 2023-2024
Asset managerForAgainst AbstainWithheldVote
T. Rowe Price6,380,3370 00For
Vanguard4,084,0640 00For
BlackRock2,274,3840 00For
Fidelity1,010,6270 00For
WASATCH FUNDS TRUST919,5880 00For
MFS564,9920 00For
Capital Group412,5930 00For
JANUS INVESTMENT FUND356,6270 00For
Franklin Custodian Funds325,0000 00For
Jackson National323,9070 00For
American Century283,2590 00For
Charles Schwab255,9150 00For
TIAA238,9330 00For
State Street215,0200 00For
Invesco199,7370 00For
FRANKLIN STRATEGIC SERIES185,8640 00For
Principal171,9870 00For
MassMutual163,6540 00For
AMCAP FUND133,3980 00For
AMG FUNDS122,6860 00For
Dimensional121,3590 00For
Voya107,0310 00For
Neuberger Berman99,0490 00For
Empower96,5330 00For
First Trust89,1510 00For

Fund voting reports, all 126 managers: 20,806,892 for, 10,175 withheld. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports: 3 asset managers voting on “Election of Directors: Robin L. Pederson” at PAYLOCITY HOLDING CORP., 2023-2024
Asset managerForAgainst AbstainWithheldVote
TimesSquare Capital Management, LLC220,2970 0800For
King Wealth Management Group450 00For
Warren Street Wealth Advisors, LLC110 00For

Institutional-manager reports, all 3 managers: 220,353 for, 800 withheld.

7. Elect Director: Ronald V. Waters III

Official resultFund totals may overlapDIRECTOR ELECTIONSReported outcome: Elected

Combines 6 wordings of this item as funds reported it.

97% Majority: yes · of votes cast

FOR 97%
FOR: 48,355,226WITHHELD: 1,667,940
Details: description as filed, official tally, votes by 129 asset managers

Description as filed by funds: Election of Directors: Ronald V. Waters III

PAYLOCITY HOLDING CORP.’s own tally for this item (“Elect Director: Ronald V. Waters III”): 48,355,226 for, 1,667,940 withheld, per its Form 8-K filed December 4, 2023 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “Based on the votes set forth above, all of the director nominees were duly elected.”
Support: 97% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports: 126 asset managers voting on “Election of Directors: Ronald V. Waters III” at PAYLOCITY HOLDING CORP., 2023-2024
Asset managerForAgainst AbstainWithheldVote
T. Rowe Price6,380,3370 00For
Vanguard4,084,0640 00For
BlackRock2,274,3840 00For
Fidelity1,010,6270 00For
WASATCH FUNDS TRUST919,5880 00For
MFS564,9920 00For
Capital Group412,5930 00For
JANUS INVESTMENT FUND356,6270 00For
Franklin Custodian Funds325,0000 00For
Jackson National323,9070 00For
American Century283,2590 00For
Charles Schwab255,9150 00For
TIAA238,9330 00For
State Street215,0200 00For
Invesco199,7370 00For
FRANKLIN STRATEGIC SERIES185,8640 00For
Principal171,9870 00For
MassMutual163,6540 00For
AMCAP FUND133,3980 00For
AMG FUNDS122,6860 00For
Dimensional121,3590 00For
Voya107,0310 00For
Neuberger Berman99,0490 00For
Empower96,5330 00For
First Trust89,1510 00For

Fund voting reports, all 126 managers: 20,752,613 for, 45,634 withheld, 18,820 abstained. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports: 3 asset managers voting on “Election of Directors: Ronald V. Waters III” at PAYLOCITY HOLDING CORP., 2023-2024
Asset managerForAgainst AbstainWithheldVote
TimesSquare Capital Management, LLC220,2970 0800For
King Wealth Management Group450 00For
Warren Street Wealth Advisors, LLC110 00For

Institutional-manager reports, all 3 managers: 220,353 for, 800 withheld.

8. Elect Director: Steven I. Sarowitz

Official resultFund totals may overlapDIRECTOR ELECTIONSReported outcome: Elected

Combines 6 wordings of this item as funds reported it.

97% Majority: yes · of votes cast

FOR 97%
FOR: 48,712,957WITHHELD: 1,310,209
Details: description as filed, official tally, votes by 129 asset managers

Description as filed by funds: Election of Directors: Steven I. Sarowitz

PAYLOCITY HOLDING CORP.’s own tally for this item (“Elect Director: Steven I. Sarowitz”): 48,712,957 for, 1,310,209 withheld, per its Form 8-K filed December 4, 2023 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “Based on the votes set forth above, all of the director nominees were duly elected.”
Support: 97% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports: 126 asset managers voting on “Election of Directors: Steven I. Sarowitz” at PAYLOCITY HOLDING CORP., 2023-2024
Asset managerForAgainst AbstainWithheldVote
T. Rowe Price6,380,3370 00For
Vanguard4,084,0640 00For
BlackRock2,274,3840 00For
Fidelity1,010,6270 00For
WASATCH FUNDS TRUST919,5880 00For
MFS564,9920 00For
Capital Group412,5930 00For
JANUS INVESTMENT FUND356,6270 00For
Franklin Custodian Funds325,0000 00For
Jackson National323,9070 00For
American Century283,2590 00For
Charles Schwab255,9150 00For
TIAA238,9330 00For
State Street215,0200 00For
Invesco199,7370 00For
FRANKLIN STRATEGIC SERIES185,8640 00For
Principal171,9870 00For
MassMutual163,6540 00For
AMCAP FUND133,3980 00For
AMG FUNDS122,6860 00For
Dimensional121,3590 00For
Voya107,0310 00For
Neuberger Berman99,0490 00For
Empower75,9000 020,633Mixed
First Trust89,1510 00For

Fund voting reports, all 126 managers: 20,783,131 for, 33,883 withheld, 53 abstained. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports: 3 asset managers voting on “Election of Directors: Steven I. Sarowitz” at PAYLOCITY HOLDING CORP., 2023-2024
Asset managerForAgainst AbstainWithheldVote
TimesSquare Capital Management, LLC220,2970 0800For
King Wealth Management Group450 00For
Warren Street Wealth Advisors, LLC110 00For

Institutional-manager reports, all 3 managers: 220,353 for, 800 withheld.

9. Elect Director: Toby J. Williams

Official resultFund totals may overlapDIRECTOR ELECTIONSReported outcome: Elected

Combines 6 wordings of this item as funds reported it.

99.0% Majority: yes · of votes cast

FOR 99.0%
FOR: 49,531,713WITHHELD: 491,453
Details: description as filed, official tally, votes by 129 asset managers

Description as filed by funds: Election of Directors: Toby J. Williams

PAYLOCITY HOLDING CORP.’s own tally for this item (“Elect Director: Toby J. Williams”): 49,531,713 for, 491,453 withheld, per its Form 8-K filed December 4, 2023 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “Based on the votes set forth above, all of the director nominees were duly elected.”
Support: 99.0% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports: 126 asset managers voting on “Election of Directors: Toby J. Williams” at PAYLOCITY HOLDING CORP., 2023-2024
Asset managerForAgainst AbstainWithheldVote
T. Rowe Price6,380,3370 00For
Vanguard4,084,0640 00For
BlackRock2,274,3840 00For
Fidelity1,010,6270 00For
WASATCH FUNDS TRUST919,5880 00For
MFS564,9920 00For
Capital Group412,5930 00For
JANUS INVESTMENT FUND356,6270 00For
Franklin Custodian Funds325,0000 00For
Jackson National323,9070 00For
American Century283,2590 00For
Charles Schwab255,9150 00For
TIAA238,9330 00For
State Street215,0200 00For
Invesco199,7370 00For
FRANKLIN STRATEGIC SERIES185,8640 00For
Principal171,9870 00For
MassMutual163,6540 00For
AMCAP FUND133,3980 00For
AMG FUNDS122,6860 00For
Dimensional121,3590 00For
Voya107,0310 00For
Neuberger Berman99,0490 00For
Empower96,5330 00For
First Trust89,1510 00For

Fund voting reports, all 126 managers: 20,807,432 for, 9,635 withheld. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports: 3 asset managers voting on “Election of Directors: Toby J. Williams” at PAYLOCITY HOLDING CORP., 2023-2024
Asset managerForAgainst AbstainWithheldVote
TimesSquare Capital Management, LLC220,2970 0800For
King Wealth Management Group450 00For
Warren Street Wealth Advisors, LLC110 00For

Institutional-manager reports, all 3 managers: 220,353 for, 800 withheld.

10. Elect Director: Virginia G. Breen

Official resultFund totals may overlapDIRECTOR ELECTIONSReported outcome: Elected

Combines 6 wordings of this item as funds reported it.

97% Majority: yes · of votes cast

FOR 97%
FOR: 48,758,468WITHHELD: 1,264,698
Details: description as filed, official tally, votes by 129 asset managers

Description as filed by funds: Election of Directors: Virginia G. Breen

PAYLOCITY HOLDING CORP.’s own tally for this item (“Elect Director: Virginia G. Breen”): 48,758,468 for, 1,264,698 withheld, per its Form 8-K filed December 4, 2023 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “Based on the votes set forth above, all of the director nominees were duly elected.”
Support: 97% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports: 126 asset managers voting on “Election of Directors: Virginia G. Breen” at PAYLOCITY HOLDING CORP., 2023-2024
Asset managerForAgainst AbstainWithheldVote
T. Rowe Price6,380,3370 00For
Vanguard4,084,0640 00For
BlackRock2,274,3840 00For
Fidelity1,010,6270 00For
WASATCH FUNDS TRUST919,5880 00For
MFS564,9920 00For
Capital Group412,5930 00For
JANUS INVESTMENT FUND356,6270 00For
Franklin Custodian Funds325,0000 00For
Jackson National323,9070 00For
American Century283,2590 00For
Charles Schwab255,9150 00For
TIAA238,9330 00For
State Street215,0200 00For
Invesco199,7370 00For
FRANKLIN STRATEGIC SERIES185,8640 00For
Principal171,9870 00For
MassMutual161,0000 02,654For
AMCAP FUND133,3980 00For
AMG FUNDS122,6860 00For
Dimensional121,3590 00For
Voya107,0310 00For
Neuberger Berman99,0490 00For
Empower96,5330 00For
First Trust89,1510 00For

Fund voting reports, all 126 managers: 20,756,810 for, 48,167 withheld, 12,090 abstained. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports: 3 asset managers voting on “Election of Directors: Virginia G. Breen” at PAYLOCITY HOLDING CORP., 2023-2024
Asset managerForAgainst AbstainWithheldVote
TimesSquare Capital Management, LLC220,2970 0800For
King Wealth Management Group450 00For
Warren Street Wealth Advisors, LLC110 00For

Institutional-manager reports, all 3 managers: 220,353 for, 800 withheld.

11. 5. Amendment to Article VI of the Company's Second Amended and Restated Certificate of Incorporation

Official resultFund totals may overlapCORPORATE GOVERNANCEReported outcome: Approved

Combines 3 wordings of this item as funds reported it.

99.9% Approved · of votes cast

FOR 99.9%
FOR: 49,973,284AGAINST: 34,597
Details: description as filed, official tally, votes by 129 asset managers

Description as filed by funds: Approval of an amendment to Article VI of the Second Amended and Restated Certificate of Incorporation to allow for the removal of directors with or without cause.

PAYLOCITY HOLDING CORP.’s own tally for this item (“5. Amendment to Article VI of the Company's Second Amended and Restated Certificate of Incorporation”): 49,973,284 for, 34,597 against — passed, per its Form 8-K filed December 4, 2023 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Based on the votes set forth above, the Company's stockholders approved the amendment to the Second Amended and Restated Certificate of Incorporation.”
Support: 99.9% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports: 126 asset managers voting on “Approval of an amendment to Article VI of the Second Amended and Restated Certificate of Incorporation to allo” at PAYLOCITY HOLDING CORP., 2023-2024
Asset managerForAgainst AbstainWithheldVote
T. Rowe Price6,380,3370 00For
Vanguard4,084,0640 00For
BlackRock2,274,3840 00For
Fidelity1,010,6270 00For
WASATCH FUNDS TRUST919,5880 00For
MFS564,9920 00For
Capital Group412,5930 00For
JANUS INVESTMENT FUND356,6270 00For
Franklin Custodian Funds325,0000 00For
Jackson National323,9070 00For
American Century283,2590 00For
Charles Schwab255,9150 00For
TIAA238,9330 00For
State Street215,0200 00For
Invesco199,7370 00For
FRANKLIN STRATEGIC SERIES185,8640 00For
Principal171,9870 00For
MassMutual163,6540 00For
AMCAP FUND133,3980 00For
AMG FUNDS122,6860 00For
Dimensional121,3590 00For
Voya107,0310 00For
Neuberger Berman99,0490 00For
First Trust89,1510 00For
Prudential/PGIM88,8580 00For

Fund voting reports, all 126 managers: 20,825,670 for, 9,608 abstained. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports: 3 asset managers voting on “Approval of an amendment to Article VI of the Second Amended and Restated Certificate of Incorporation to allo” at PAYLOCITY HOLDING CORP., 2023-2024
Asset managerForAgainst AbstainWithheldVote
TimesSquare Capital Management, LLC221,0970 00For
King Wealth Management Group450 00For
Boltwood Capital Management230 00For

Institutional-manager reports, all 3 managers: 221,165 for.

12. 4. Approval of the 2023 Equity Incentive Plan

Official resultFund totals may overlapCOMPENSATIONReported outcome: Approved

Combines 5 wordings of this item as funds reported it.

98% Approved · of votes cast

FOR 98%
FOR: 48,942,550AGAINST: 1,070,448
Details: description as filed, official tally, votes by 132 asset managers

Description as filed by funds: Approval of the 2023 Equity Incentive Plan.

PAYLOCITY HOLDING CORP.’s own tally for this item (“4. Approval of the 2023 Equity Incentive Plan”): 48,942,550 for, 1,070,448 against — passed, per its Form 8-K filed December 4, 2023 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Based on the votes set forth above, the Company's stockholders approved the 2023 Equity Incentive Plan.”
Support: 98% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports: 126 asset managers voting on “Approval of the 2023 Equity Incentive Plan.” at PAYLOCITY HOLDING CORP., 2023-2024
Asset managerForAgainst AbstainWithheldVote
T. Rowe Price6,380,3370 00For
Vanguard4,084,0640 00For
BlackRock2,274,3840 00For
Fidelity1,010,6270 00For
WASATCH FUNDS TRUST919,5880 00For
MFS564,9920 00For
Capital Group412,5930 00For
JANUS INVESTMENT FUND356,6270 00For
Franklin Custodian Funds325,0000 00For
Jackson National323,9070 00For
American Century275,4717,788 00For
Charles Schwab255,9150 00For
TIAA238,9330 00For
State Street215,0200 00For
Invesco199,7370 00For
FRANKLIN STRATEGIC SERIES185,8640 00For
Principal171,9870 00For
MassMutual163,6540 00For
AMCAP FUND133,3980 00For
AMG FUNDS122,6860 00For
Dimensional121,3590 00For
Voya107,0310 00For
Neuberger Berman99,0490 00For
First Trust89,1510 00For
Prudential/PGIM88,271587 00For

Fund voting reports, all 126 managers: 20,758,659 for, 76,619 against. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports: 6 asset managers voting on “Approval of the 2023 Equity Incentive Plan.” at PAYLOCITY HOLDING CORP., 2023-2024
Asset managerForAgainst AbstainWithheldVote
TimesSquare Capital Management, LLC221,0970 00For
ALGERT GLOBAL LLC4840 00For
Alpha Cubed Investments, LLC750 00For
King Wealth Management Group00 450Abstain
Boltwood Capital Management230 00For
LATHROP INVESTMENT MANAGEMENT CORP00 00--

Institutional-manager reports, all 6 managers: 221,679 for, 45 abstained, 10 unknown.

13. 3. Advisory vote to approve the compensation of named executive officers

Outcome not verifiedFund totals may overlapSECTION 14A SAY-ON-PAY VOTESCOMPENSATIONReported outcome: Not verified

Combines 12 wordings of this item as funds reported it.

94% Majority: yes · of votes cast

FOR 94%
FOR: 47,199,954AGAINST: 2,791,524
Details: description as filed, official tally, votes by 453 asset managers

Description as filed by funds: Advisory vote to approve the compensation of named executive officers.

PAYLOCITY HOLDING CORP.’s own tally for this item (“3. Advisory vote to approve the compensation of named executive officers”): 47,199,954 for, 2,791,524 against, per its Form 8-K filed December 4, 2023 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 94% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports: 130 asset managers voting on “Advisory vote to approve the compensation of named executive officers.” at PAYLOCITY HOLDING CORP., 2023-2024
Asset managerForAgainst AbstainWithheldVote
T. Rowe Price6,344,83735,500 00For
Vanguard4,084,0640 00For
BlackRock2,274,3840 00For
Fidelity1,010,6270 00For
WASATCH FUNDS TRUST919,5880 00For
MFS564,9920 00For
Capital Group412,5930 00For
JANUS INVESTMENT FUND356,6270 00For
Franklin Custodian Funds325,0000 00For
Jackson National241,38682,521 00Mixed
American Century275,4717,788 00For
Charles Schwab255,9150 00For
TIAA238,9330 00For
State Street215,0200 00For
Invesco199,7370 00For
FRANKLIN STRATEGIC SERIES185,8640 00For
Principal171,9870 00For
MassMutual163,6540 00For
AMCAP FUND133,3980 00For
AMG FUNDS122,6860 00For
Dimensional121,3590 00For
Voya0107,031 00Against
Neuberger Berman99,0490 00For
Empower75,90020,633 00Mixed
First Trust89,1510 00For

Fund voting reports, all 130 managers: 20,455,972 for, 408,641 against, 9,608 abstained. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports: 354 asset managers voting on “Advisory vote to approve the compensation of named executive officers.” at PAYLOCITY HOLDING CORP., 2023-2024
Asset managerForAgainst AbstainWithheldVote
T. Rowe Price9,611,97568,005 00For
Lazard4,000,0000 00For
BlackRock1,633,2324,354 00For
State Street1,169,48913 00For
WASATCH ADVISORS LP1,159,7678,256 00For
Echo Street Capital Management LLC873,1090 00For
GEODE CAPITAL MANAGEMENT, LLC848,4440 00For
Northern Trust712,4215,346 00For
Man Group plc0711,410 00Against
MASSACHUSETTS FINANCIAL SERVICES CO /MA/690,4560 00For
RIVERBRIDGE PARTNERS LLC684,4820 00For
Capital Group552,9690 00For
FRANKLIN ADVISERS INC545,9630 00For
Liontrust Investment Partners LLP464,9719,230 00For
WESTFIELD CAPITAL MANAGEMENT CO LP393,64424,800 00Mixed
Janus Henderson410,9200 00For
MELLON INVESTMENTS Corp0402,357 00Against
GW&K Investment Management, LLC346,6020 00For
American Century290,2137,881 00For
Nuveen278,2870 00For
Charles Schwab257,4980 00For
Citadel241,9870 00For
Fidelity233,1610 00For
TimesSquare Capital Management, LLC220,297800 00For
Invesco216,1750 00For

Institutional-manager reports, all 354 managers: 29,479,358 for, 2,730,605 against, 6,777 abstained, 6,822 not voted, 10 unknown. Showing the 25 largest; see all in the interactive database.

14. 2. Ratification of the appointment of KPMG LLP as independent registered public accounting firm for the fiscal year…

Official resultFund totals may overlapAUDIT-RELATEDReported outcome: Approved

Combines 6 wordings of this item as funds reported it.

99.7% Approved · of votes cast

FOR 99.7%
FOR: 52,610,991AGAINST: 140,207
Details: description as filed, official tally, votes by 134 asset managers

Description as filed by funds: Ratification of the appointment of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending June 30, 2024.

PAYLOCITY HOLDING CORP.’s own tally for this item (“2. Ratification of the appointment of KPMG LLP as independent registered public accounting firm for the fiscal year ending June 30, 2024”): 52,610,991 for, 140,207 against — passed, per its Form 8-K filed December 4, 2023 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Based on the votes set forth above, the selection of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending June 30, 2024 was ratified.”
Support: 99.7% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports: 130 asset managers voting on “Ratification of the appointment of KPMG LLP as the Company's independent registered public accounting firm for” at PAYLOCITY HOLDING CORP., 2023-2024
Asset managerForAgainst AbstainWithheldVote
T. Rowe Price6,380,3370 00For
Vanguard4,084,0640 00For
BlackRock2,274,3840 00For
Fidelity1,010,6270 00For
WASATCH FUNDS TRUST919,5880 00For
MFS564,9920 00For
Capital Group412,5930 00For
JANUS INVESTMENT FUND356,6270 00For
Franklin Custodian Funds325,0000 00For
Jackson National323,9070 00For
American Century283,2590 00For
Charles Schwab255,9150 00For
TIAA238,9330 00For
State Street215,0200 00For
Invesco199,7370 00For
FRANKLIN STRATEGIC SERIES185,8640 00For
Principal171,9870 00For
MassMutual163,6540 00For
AMCAP FUND133,3980 00For
AMG FUNDS122,6860 00For
Dimensional121,3590 00For
Voya107,0310 00For
Neuberger Berman99,0490 00For
Empower96,5330 00For
First Trust89,1510 00For

Fund voting reports, all 130 managers: 20,864,493 for, 120 against, 9,608 abstained. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports: 4 asset managers voting on “Ratification of the appointment of KPMG LLP as the Company's independent registered public accounting firm for” at PAYLOCITY HOLDING CORP., 2023-2024
Asset managerForAgainst AbstainWithheldVote
TimesSquare Capital Management, LLC221,0970 00For
King Wealth Management Group450 00For
Boltwood Capital Management230 00For
Warren Street Wealth Advisors, LLC110 00For

Institutional-manager reports, all 4 managers: 221,176 for.

Largest PAYLOCITY HOLDING CORP. shareholders voting in 2023-2024

Ranked separately for each type of Form N-PX report. An institutional manager can report shares that a fund it advises also reports, so the two tables can list the same shares and are never added together. Each is ranked by the shares voted on the item that the most managers of that type reported, shown as a share of the 56,167,000 shares outstanding at the time of that meeting.

Fund voting reports: top PAYLOCITY HOLDING CORP. shareholders by shares voted on “Advisory vote to approve the compensation of named executive officers.”, 2023-2024
#Asset manager % of shares outstanding
1T. Rowe Price 11.36%
2Vanguard 7.27%
3BlackRock 4.05%
4Fidelity 1.80%
5WASATCH FUNDS TRUST 1.64%
6MFS 1.01%
7Capital Group 0.73%
8JANUS INVESTMENT FUND 0.63%
9Franklin Custodian Funds 0.58%
10Jackson National 0.58%
Institutional-manager reports: top PAYLOCITY HOLDING CORP. shareholders by shares voted on “Advisory vote to approve the compensation of named executive officers.”, 2023-2024
#Asset manager % of shares outstanding
1T. Rowe Price 17.23%
2Lazard 7.12%
3BlackRock 2.92%
4State Street 2.08%
5WASATCH ADVISORS LP 2.08%
6Echo Street Capital Management LLC 1.55%
7GEODE CAPITAL MANAGEMENT, LLC 1.51%
8Northern Trust 1.28%
9Man Group plc 1.27%
10MASSACHUSETTS FINANCIAL SERVICES CO /MA/ 1.23%

Reported PAYLOCITY HOLDING CORP. holdings and ownership

As disclosed to the SEC in Form 13F (quarter-end holdings of 30 large managers), Schedules 13D and 13G (beneficial ownership above 5%) and the company’s own proxy statement (DEF 14A). Each row names its form.

PAYLOCITY HOLDING CORP. holdings and ownership disclosed for the 2023-2024 proxy season
Holder % outstanding Disclosure
Steven I. Sarowitz 17.02% DEF14A
T. Rowe Price 15.73% 13F
BlackRock 7.55% 13F
Vanguard Group 7.51% 13F
T. Rowe Price Investment Management, Inc. 5.49% DEF14A
Steven R. Beauchamp 3.56% DEF14A
Invesco 2.53% 13F
State Street 2.53% 13F
Capital International 2.16% 13F
Geode Capital 1.66% 13F

Percentages above are of 56,167,000 shares outstanding, as reported by PAYLOCITY HOLDING CORP. on its Form 10-Q dated September 30, 2023 (see the filing on EDGAR). This is the count contemporaneous with the 2023-2024 meeting, not today’s. Each holding is as of its own filing, which may be dated before or after the meeting.

About this page

Every figure above is derived from filings made with the US Securities and Exchange Commission: Form N-PX, in which registered funds disclose how they voted every proxy and institutional managers disclose their votes on executive pay (say-on-pay, say-on-frequency and golden parachutes), and Form 8-K Item 5.07, in which the company reports its own meeting results. Shares outstanding are taken from PAYLOCITY HOLDING CORP.’s 10-Q dated September 30, 2023. This page is a static snapshot rebuilt weekly on October 18, 2026; a live search always shows the current data.

At PAYLOCITY HOLDING CORP.'s shareholder meeting held November 30, 2023, in the 2023-2024 proxy season, 463 asset managers reported how they voted on 14 ballot items in their SEC Form N-PX filings, covering 7,368 separate fund positions. On the most widely held item on that ballot — Advisory vote to approve the compensation of named executive officers. — FOR was 94% of the votes cast (FOR divided by FOR plus AGAINST, the conventional basis for proxy support; abstentions, broker non-votes and unvoted shares are excluded because none of them took a side), which is more than half. Whether the item was approved is for the filing to say; that statement has not been read for this item. Source: PAYLOCITY HOLDING CORP.'s Form 8-K, Item 5.07, filed with the U.S. Securities and Exchange Commission on December 4, 2023.

PAYLOCITY HOLDING CORP. proxy season coverage: 2023-2024 (this page) · 2024-2025 · 2025-2026.

Download data (CSV): ballot items · votes by manager · column guide.