Paycom Software, Inc. (Form: 8-K, Received: 04/07/2021 16:21:11)

PAYCOM SOFTWARE, INC.

Date: April 7, 2021

/s/ Craig E. Boelte

Craig E. Boelte

Chief Financial Officer

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported) April 2, 2021

Paycom Software, Inc.

(Exact name of registrant as specified in its charter)


Delaware	001-36393	80-0957485
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)


7501 W. Memorial Road, Oklahoma City, Oklahoma		73142
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (405) 722-6900

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common Stock, $0.01 par value

PAYC

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 2, 2021, Jeffrey D. York resigned from his position as Chief Sales Officer of Paycom Software, Inc. (the “Company”) and accepted a new role as Leadership Strategist of the Company. In connection with the change in Mr. York’s role, the Company and Mr. York entered into a letter agreement (the “Letter Agreement”) that, among other things, (i) amends that certain Amended and Restated Executive Employment Agreement, dated March 9, 2020, by and between the Company and Mr. York, to, among other things, reflect the change in Mr. York’s role, eliminate certain executive-level benefits and remove the termination and severance provisions, and (ii) forfeits and releases the performance-based restricted stock unit award granted to Mr. York on February 10, 2021. The foregoing description of the terms of the Letter Agreement is not complete and is qualified in its entirety by reference to the full text of the Letter Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

On April 2, 2021, the Board of Directors of the Company appointed Holly Faurot to succeed Mr. York as Chief Sales Officer of the Company. Mrs. Faurot, 36, previously held the role of Senior Executive Vice President of Sales and Client Relations after serving as the Company’s Vice President of Client Relations from March 2016 to February 2021. Prior to these positions, Mrs. Faurot served as the Company’s Regional Vice President of Sales from July 2011 to March 2016, Sales Manager from January 2009 to July 2011, Sales Training Manager from July 2008 to January 2009 and Senior Sales Consultant from February 2007 to January 2009. She earned her bachelor’s degree in management and a minor in marketing from the University of Oklahoma.

Mrs. Faurot’s annual base salary is $442,000, and she is eligible to participate in the Paycom Software, Inc. Annual Incentive Plan (the “Annual Incentive Plan”). For the performance period beginning January 1, 2021 and ending December 31, 2021, Mrs. Faurot was granted an award under the Annual Incentive Plan with a target bonus level of 75% of her base salary and a maximum payout of 150% of her base salary, based on the achievement of pre-established Company goals related to revenue growth and adjusted EBITDA. In connection with her appointment, Mrs. Faurot was also granted an award of performance-based restricted stock units (“PSUs”) pursuant to the Paycom Software, Inc. 2014 Long-Term Incentive Plan (the “LTIP”). Consistent with the PSU awards granted to certain other executive officers of the Company on February 10, 2021, Mrs. Faurot received 5,445 target PSUs that will vest based on the Company’s total stockholder return relative to a peer group of 34 publicly traded companies. A description of the material terms of the Restricted Stock Unit Award Agreement – Performance-Based Vesting for awards under the LTIP was included in the Company’s Current Report on Form 8-K dated February 10, 2021, filed with the Securities and Exchange Commission on February 17, 2021.

Item 7.01

Regulation FD Disclosure.

On April 2, 2021, the Company issued a press release announcing Mr. York’s role change and the appointment of Mrs. Faurot as Chief Sales Officer, a copy of which is attached to this Current Report on Form 8-K as Exhibit 99.1.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.		Description of Exhibit

10.1		Letter Agreement, by and between Paycom Software, Inc. and Jeffrey D. York, dated April 2, 2021.

99.1		Press Release issued April 2, 2021.

104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Exhibit 10.1

April 2, 2021

Mr. Jeffrey York

[*****]

Re: Amendment of Executive Employment Agreement and PSU Award

Dear Mr. York:

This letter (this “Agreement”) sets out the terms of your continuing relationship with Paycom Software, Inc. (the “Company”) and amends two agreements: first, that certain Amended and Restated Executive Employment Agreement dated January 1, 2014 and amended and restated on March 9, 2020 (the “Existing Agreement”), and second, that certain Restricted Stock Unit Award Agreement – Performance-Based Vesting, between the Company and you, dated February 10, 2021 (the “2021 PSU Award Agreement”), pursuant to which you were granted 20,790 Target Units, with a maximum of 51,975 Awarded Units (as such terms are defined in the 2021 PSU Award Agreement) (the “2021 PSU Award”). Nothing herein affects any other equity award between you and the Company, including but not limited to (i) that certain Restricted Stock Award Agreement dated January 26, 2018, between the Company and you, (ii) that certain Restricted Stock Award Agreement dated January 17, 2019, between the Company and you, or (iii) that certain Restricted Stock Award Agreement dated January 30, 2020, between the Company and you.

You hereby resign from your role as Chief Sales Officer of the Company and accept the role of “Leadership Strategist” for the Company, an at-will position, in each case effective as of April 2, 2021. Your duties in your new role are to provide leadership and strategic advice to the management team and sales force and to perform any other duties as may be reasonably designated from time to time by the Chief Executive Officer. You acknowledge and agree that in your new role, you are no longer an executive officer of the Company.

This Agreement amends the Existing Agreement as follows:

All references to “Executive” are hereby replaced with “Employee.”

Recital Number 5 is amended and restated in its entirety as follows:

“WHEREAS, subject to the terms and conditions hereinafter set forth, the Company therefore wishes to employ Employee in the role of Leadership Strategist, and Employee wishes to accept such employment;”

Section 2 is amended and restated in its entirety as follows:

“Term. This Agreement shall commence on January 1, 2014 and shall continue until three (3) years following the consummation of the initial Public Offering (which was on April 21, 2014), subject to earlier termination as herein provided (“Initial Term”). The Agreement has been renewed on April 22, 2017, April 22, 2018, April 22, 2019 and December 31, 2020, and will automatically renew, subject to earlier termination as herein provided, for successive one (1) year periods (the “Additional Terms”) on January 1^st of each year. The Initial Term and any Additional Term(s) shall be referred to collectively as the “Term.” The Company or Employee, upon 30 days’ written notice to the other party, may end the Term at any time, for any reason or no reason (the date of such termination or the last day of the Term is the “Termination Date”).”

Section 3.1 is amended to replace all references therein to “Chief Sales Officer” with “Leadership Strategist.”

Section 4.2 (including all cross-references thereto) is deleted, and Section 4.2 is replaced with “Intentionally Omitted”.

Section 4.5 is amended and restated in its entirety as follows:

“Other Benefits. Employee shall be entitled to participate in or receive benefits under any plan or arrangement made available from time to time by the Company to its employees generally (including any health, dental, vision, disability, life insurance, 401k, or other retirement programs). Any such plan or arrangement shall be revocable and subject to termination or amendment at any time only in accordance with the terms and conditions of such plans or arrangements, without recourse by Employee.”

Section 5 (including all cross-references thereto) is deleted, and Section 5 is replaced with “Intentionally Omitted”.

Further, with respect to the 2021 PSU Award, you agree that as consideration of your continued employment in a non-executive role with the Company, you voluntarily and knowingly agree to forfeit and relinquish the entire 2021 PSU Award. You acknowledge and understand that, on and after the date of this Agreement, the 2021 PSU Award will be cancelled, terminated, and of no further force or effect, and neither you nor the Company will have any further rights or obligations with respect to the 2021 PSU Award or with respect to any shares of common stock of the Company that could have been issued thereunder. You also acknowledge and agree that you will forfeit and waive any right to receive a bonus under the Annual Incentive Plan for the 2021 performance period and any future performance period.

Finally, as of the date of this Agreement, you (for yourself and your successors and assigns) unconditionally and irrevocably release and discharge the Company and its successors, assigns, parents, divisions, subsidiaries, and affiliates, and its present and former officers, directors,

employees, and agents (collectively, the “Released Parties”) from any and all claims, counterclaims, set-offs, debts, demands, choses in action, obligations, remedies, suits, damages, and liabilities in connection with (i) any rights to acquire securities of the Company pursuant to the 2021 PSU Award and the shares of common stock of the Company issuable thereunder, (ii) your acceptance of your new role under this agreement and the discontinuation of your prior role, (iii) the Annual Incentive Plan, and your waiver of any bonus thereunder for the 2021 performance period and any future performance period, and (iv) this Agreement (collectively, the “Released Claims”), whether now known or unknown, arising from common law, statute or in equity, which you or your successors or assigns ever had, have, or in the future may claim to have against the Released Parties and which may have arisen at any time on or prior to the date of this Agreement. You agree never to commence or aid any action or proceeding against the Released Parties based on any of the Released Claims. Notwithstanding the foregoing, this release shall not apply to any of the Company’s obligations under this Agreement.

By signing below, you agree that you have been provided an opportunity of at least twenty-one days to review this Agreement (though you may sign the Agreement sooner), to consult counsel of your choosing regarding this Agreement, and that you are knowingly and voluntarily signing this Agreement.

[Remainder of Page Intentionally Left Blank

Signature Page Follows]


Kind Regards,

PAYCOM SOFTWARE, INC.

		/s/ Frederick C. Peters II
		By: Frederick C. Peters II
		Title: Lead Director of the Board of Directors, on behalf of the Board of Directors

ACCEPTED AND AGREED:

/s/ Jeffrey York

Jeffrey York

April 2, 2021

Date

Exhibit 99.1

LOGO

Paycom Appoints Holly Faurot to Chief Sales Officer and Names Jeff York Leadership Strategist

OKLAHOMA CITY – Paycom Software, Inc. (“Paycom” or the “Company”) (NYSE: PAYC), a leading provider of comprehensive, cloud-based human capital management software, today announced the appointment of Holly Faurot to chief sales officer (“CSO”), effective April 2, 2021. She succeeds Jeff York, who has been named the Company’s leadership strategist and will continue reporting to chief executive officer Chad Richison.

As CSO, Faurot, Paycom’s former senior executive vice president of sales and client relations, will oversee all of Paycom’s sales efforts, while York will continue to assist the business as the Company’s leadership strategist.

“I am excited to see Holly take on the CSO role as she’s displayed a strong history of leadership and has been instrumental in driving growth,” said Richison, Paycom’s founder and CEO. “Holly and Jeff have been integral to our organization’s success and I am confident in Holly’s ability to continue to drive sales.”

During her 14-year career with Paycom, Faurot has served as a top sales representative, top sales manager and top regional sales manager, earning many of the Company’s highest ranking sales awards along the way. In 2016, she was asked to further expand Paycom’s client relations department, which presents additional products to clients and focuses on increasing employee usage.

“I am incredibly grateful to have been with Paycom for over 14 years and am eager to continue our sales momentum,” Faurot said. “We are changing the way businesses utilize their human capital management technology by getting HR out of the middle of the data transfer process and providing a real-time estimated ROI from employee usage of our software.”

York has been with Paycom for nearly 20 years. With more than three decades of sales and leadership experience, he has hired and developed many accomplished executives. Under his leadership, York’s sales force was named one of the 50 Best Companies to Sell For in the U.S.

“Being able to serve this organization from the CSO role has been a tremendous honor and I am even more excited about taking on this strategic role for the Company,” York said. “My passion in life is developing others and this affords me the opportunity to share over 30 years of experience to help shape future leaders across our organization.”

About Paycom

As a leader in payroll and HR technology, Oklahoma City-based Paycom redefines the human capital management industry by allowing companies to effectively navigate a rapidly changing business environment. Its cloud-based software solution is based on a core system of record maintained in a single database for all human capital management functions, providing the functionality that businesses need to manage the complete employment life cycle, from recruitment to retirement. Paycom has the ability to serve businesses of all sizes and in every industry. As one of the leading human capital management providers, Paycom serves clients in all 50 states from offices across the country.