Paychex (PAYX) 10-K risk factor changes: FY2022 vs FY2021

We may experience software defects, undetected errors, and development delays, which could [removed: damage our] [added: damage our] relationship with [removed: clients,] [added: clients,] decrease our potential profitability and expose us to liability.

In addition, cybercriminals may seek to [removed: exploit the disruptions caused by the COVID-19 pandemic by attempting to] engage in payment-related fraud or by more frequently attempting to gain access to our systems through phishing or other [removed: means that may be more successful when employees are working remotely.][added: means.]

Data Security and Privacy Leaks: We collect, use, and retain increasingly large amounts of personal information about our clients, employees of our clients, and our employees, including: bank account, credit card, and social security numbers, tax return [removed: information, health care information, retirement account information, payroll information, system and network passwords, and other sensitive personal and business information.]

We may be particularly targeted for [removed: cyber-attack] [added: cyberattack] because of the amount and type of personal and business information that we collect, use, and retain.

Our operations are dependent on our ability to protect our infrastructure against damage from catastrophe or natural disaster, unauthorized security breach, power loss, telecommunications failure, terrorist [removed: attack,] [added: attack or act of war,] public health emergency, pandemic, or other events that could have a significant disruptive effect on our operations.

In addition, in the event of expiration or cancellation of existing contracts, we may not be able to secure replacement contracts on competitive [removed: terms.][added: terms, if at all.]

These covenants include restrictions regarding the incurrence of liens and indebtedness, substantial changes in the general nature of our business and our subsidiaries (taken as a whole), certain merger transactions, certain sales [added: of assets and other matters, all subject to certain exceptions.]

Many of our services, particularly payroll tax administration [removed: services and] [added: services,] employee benefit plan administration services, [added: and PEO services] are designed according to government regulations that often change.

[removed: Added] [added: The addition of complex added] requirements could also increase our cost of doing business.

Failure to update our services to comply with modified or new legislation in the [removed: area] [added: areas] of [added: payment networks,] health care reform [added: and retirement plans] as well as failure to educate and assist our clients regarding this legislation could adversely impact our business reputation and negatively impact our client base.

As a U.S. company, we are required to comply with the economic sanctions and embargo programs administered by the Office of Foreign Assets Control [added: (“OFAC”)] and similar multi-national bodies and governmental agencies worldwide, and the Foreign Corrupt Practices Act (“FCPA”).

[removed: In] the [removed: U.S., we are subject to rules and regulations promulgated under the authority of the Federal Trade Commission, the] Health Insurance Portability and Accountability Act of 1996, the Family Medical Leave Act of 1993, the ACA, federal and state labor and employment laws, and state data breach notification and data privacy laws, such as the California Consumer Protection Act.

Our [removed: business, results] [added: business, results] of [removed: operations, and] [added: operations, and] financial condition [removed: may continue to be] [added: may continue to be] impacted by [removed: the outbreak of] COVID-19 and [added: other macroeconomic events and] such impact could be materially adverse.

We are subject to the impacts related to the COVID-19 pandemic [added: and inflationary pressure] for so long as our clients are exposed to those heightened risks and uncertainties.

These risks may be exacerbated during periods of unusual financial market [removed: volatility.][added: volatility and inflationary pressure.]

The interest we earn on funds held for clients and corporate investments may decrease as a result of a decline in funds available to invest [removed: and] [added: or] lower interest rates.

[added: In addition, during periods] of volatility in the credit markets, certain types of investments may not be available to us or may become too risky for us to invest in, further reducing the interest we may earn on client funds.

Our success, growth, and financial results depend in part on our continuing ability to attract, retain, and motivate highly qualified [removed: people] [added: and diverse personnel] at all levels, including management, technical, compliance, and sales personnel.

Negative publicity relating to events or activities attributed to us, our [added: policies, our] corporate employees, or others associated with us, whether or not justified, may tarnish our reputation and reduce the value of our brand.

Furthermore, security industry experts and government officials have warned about the risks of hackers and cyberattacks targeting IT products and businesses.

Because techniques used to obtain unauthorized access or sabotage systems change frequently and often are not recognized until launched against a target, we may be unable to anticipate these techniques or to implement adequate preventative measures.

information, health care information, retirement account information, payroll information, system and network passwords, and other sensitive personal and business information.

The speed to closure of significant cyber security incidents may be influenced by the cooperation of governmental or law enforcement agencies.

OFAC places restrictions on the sale or export of certain products and services to certain countries and persons, including most recently to Russia, Belarus, and portions of Ukraine.

In the U.S., we are subject to rules and regulations promulgated under the authority of the Federal Trade Commission,

Inflationary pressure, caused in part by the pandemic, is ongoing and may be compounded by the Russian invasion of Ukraine and the resulting impact on commodity prices and supply chains.

Further, rising inflation may negatively impact our business, raise costs and reduce profitability.

We are committed to good corporate citizenship, which is reflected in our company culture and core values.

Disclosure of our corporate governance practices including our environmental, social and governance (“ESG”) initiatives, may draw negative publicity from stakeholders.

[Table of Contents](#tableofcontents)

of assets and other matters, all subject to certain exceptions.

While economic conditions have begun improving as vaccine distribution has accelerated in the United States, there can be no assurance that the economic recovery will occur or offset the uncertainty and instability triggered by the pandemic.

In addition, during periods

We are a leading human [removed: resource (“HR”)] [added: capital management (“HCM”)] software and services company, offering [removed: HR,] [added: integrated solutions for human resources (“HR”),] payroll, benefits, and insurance services for small- to medium-sized businesses.

As of May 31, [removed: 2021,] [added: 2022,] we served greater than [removed: 710,000] [added: 730,000] payroll and PEO clients.

For any organization, a key function is effective [removed: human capital management (“HCM”),] [added: HCM,] which requires both resources and expertise.

In addition, the workplace is rapidly changing as employees increasingly become mobile, work remotely, and expect a user experience similar to consumer-oriented [removed: Internet] applications.

Paychex offers a wide range of [removed: services and products] [added: solutions] – including [removed: a] fully outsourced [removed: HR solution,] [added: HR, HCM software,] payroll processing, retirement [removed: services,] and insurance [added: solutions] – allowing us to customize our offering to the client's business, whether it is small or large, simple, or complex.

[removed: ·Comprehensive] [added: Comprehensive] cloud-based platform optimized to meet the [removed: payroll and] HR [added: and payroll] needs of small- and medium-sized organizations;

[removed: ·Streamlined] [added: Streamlined] workforce management that combines technology with flexible service options;

[removed: ·Modern,] [added: Modern,] mobile, and intuitive user experience and self-service [removed: capabilities that significantly increase employee engagement;][added: capabilities;]

[removed: ·Scalable] [added: Scalable] and customizable platform that allows clients the ability to add services as they grow;

[removed: ·Software] [added: Software] as a service, or “SaaS”, delivery model that reduces total cost of ownership for our clients; and

[removed: ·50 years of expertise] [added: Expertise] in HR and payroll with our technology backed by over 200 compliance experts and [removed: 650] [added: more than 700] HR business professionals.

Our mission is to be the leading provider of [added: HCM solutions for] HR, payroll, benefits, and insurance [removed: solutions] by being an essential partner to small- and medium-sized businesses across the U.S. and parts of Europe.

[removed: ·Providing] [added: Providing] industry-leading, integrated technology. We continue to invest significantly in our award-winning Paychex Flex® platform and mobility applications to increase efficiency and functionality for our clients and their employees.

[removed: ·Increasing] [added: Increasing] client satisfaction. Our flexible [removed: service model] and technology-enabled service [added: model] allows us to provide a personalized [removed: service] experience for our clients and their employees.

[removed: ·Expanding] [added: Expanding] our leadership in HR. We have a comprehensive suite of value-added HR solutions for our clients and their employees.

[removed: ·Growing] [added: Growing] our client base. We believe [removed: there is] [added: we operate in a significantly under-penetrated and growing market, with] significant potential to [removed: grow] [added: expand] within our current target markets.

[removed: ·Engaging] [added: Engaging] in strategic acquisitions. In the past, we utilized acquisitions as a means to expand our portfolio, enter new markets or increase our scale.

We continue to evaluate and monitor potential acquisitions and will utilize this when the [removed: acquisitions] [added: acquisition targets] are in alignment with our overall strategy.

Our solutions bring together payroll and HCM software with [added: HR and compliance expertise, along with] flexible, personalized, and technology-enabled service capabilities.

As the global economy continues to evolve, [removed: whether due] [added: we remain committed] to [added: helping our clients navigate the complexity of macroeconomic challenges,] legislative changes, the COVID-19 pandemic, or other [removed: factors, we are committed to supporting our clients to help them navigate these challenges.][added: factors.]

[removed: Developments] [added: Product developments] in fiscal [removed: 2021] [added: 2022] designed to meet the evolving needs of employers and employees [removed: during the COVID-19 pandemic] included:

Paychex Flex helps clients manage the employee life cycle from recruiting and hiring to retirement, providing an integrated suite of solutions including recruiting, onboarding, HR, time and attendance and [removed: employee benefits.]

In fiscal [removed: 2021,] [added: 2022,] product development focused on new products geared toward increasing digital transformation and use of technology [removed: for our clients allowing them] to [removed: function efficiently with] [added: deliver efficiency for] a distributed workforce.

Our fiscal [removed: 2021] [added: 2022] product development included enhancements to:

HR and Compliance Expertise: Paychex supports its HCM software solutions with [removed: 50] [added: 50+] years of experience.

We have over [removed: 650] [added: 700] HR business professionals who are dedicated to our clients and have the experience and training to provide HR best practices and advice.

The Paychex Flex Intelligence Engine includes the Flex Assistant, a customer service chatbot that can answer [removed: over 340] [added: approximately 680] commonly asked questions and offer access to [removed: 800] [added: over 1,200] instructional resources.

Within our HCM solutions we offer a comprehensive portfolio of [removed: services and] products [added: and services] that allow our clients to meet their diverse HR and payroll needs.

Our portfolio of [removed: services] [added: solutions] is comprised of the following:

[removed: ·Payroll] [added: Payroll] processing services: Our payroll processing services include the calculation, preparation, and delivery of employee payroll checks; production of internal accounting records and management reports; preparation of federal, state, and local payroll tax returns; and collection and remittance of clients’ payroll obligations.

[removed: ·Payroll] [added: Payroll] tax administration services: Payroll tax administration services provide for accurate preparation and timely filing of quarterly and year-end tax returns, as well as the electronic transfer of funds to the applicable federal, state, and local tax or regulatory agencies.

[removed: ·Employee] [added: Employee] payment services: Our employee payment services provide an employer the option of paying their employees by direct deposit, payroll debit card, a check drawn on a Paychex account (Readychex®), or a check drawn on the employer’s account and electronically signed by us.

[removed: ·Regulatory] [added: Regulatory] compliance services: We offer new-hire reporting services, which enable clients to comply with federal and state requirements to report information on newly hired employees.

[removed: ·HR] [added: HR] Solutions (ASO): Our ASO offers businesses a combined package that includes payroll, employer compliance, HR and employee benefits administration, risk management outsourcing, and the on-site availability of a professionally trained HR representative, among other services.

[removed: ·Retirement services] [added: Retirement solutions] administration: Our retirement [removed: services] [added: solutions] product line offers a variety of options to clients, including 401(k) plans, 401(k) SIMPLE plans, SIMPLE IRAs, 401(k) plans with safe harbor provisions, owner-only 401(k) plans, [added: Pooled Employer Plans,] profit sharing plans, and money purchase plans.

[added: These services provide plan implementation, ongoing] compliance with government regulations, employee and employer reporting, participant and employer online access, electronic funds transfer, and other administrative services.

[removed: ·HR] [added: HR] administration [removed: services:] [added: solutions:] We offer cloud-based HR administration software for employee benefits management and administration, time and attendance solutions, recruiting, and onboarding.

[removed: oPaychex] [added: Paychex] HR Online offers powerful tools for managing employee personnel information, performance management, HR compliance and reporting.

[removed: oDigital] [added: Digital] communication solutions, including Paychex Flex HR Connect and HR Conversations, which helps strengthen connections and keep workers engaged no matter their work location.

[removed: oBenefits] [added: Benefits] administration software that manages the employee-benefit enrollment process for both open-enrollment and life events.

We offer a comprehensive portfolio of technology solutions and services, supported by HR and compliance expertise, that help our clients address the evolving challenges of HR.

We focus on providing an industry-leading client experience.

Our solutions include industry leading HR technology for managing client's workforce along with comprehensive HR outsourcing delivered by over 700 HR business professionals.

Our unique combination of industry leading HR Technology serviced by trained HR business professionals sets us apart in the industry.

We are the second largest publicly traded provider of PEO services in the U.S.

In the fiscal year ended May 31, 2022 (“fiscal 2022”), top challenges for employers were obtaining and retaining talent, ensuring employee welfare, introducing comprehensive and differentiated benefits offerings to meet the needs of a competitive labor market, leveraging technology to drive efficiency and support a distributed workforce, and cash flows.

Paychex Pre-Check, a self-service solution that allows employees to review their paystubs and alert their employer of discrepancies before payday.

This significantly reduces errors, increasing efficiency and employee satisfaction.

Retention Insights, which utilizes predictive analytics to help identify employees that may be more likely to consider leaving.

Paychex Employee Retention Tax Credit (“ERTC”) Service, which helps businesses retroactively identify tax credits, based on wages already paid, and file amended returns to claim the credit.

Talent Dashboard, which brings retention insights, time off balances, and performance ratings together in one place.

This allows employers to compare the performance rating and compensation of each job position to ensure they are rewarding employees appropriately and equitably.

Acquisition of a powerful state-of-the-art benefits administration software to help employers drive efficiencies in managing their employee benefits.

Vaccination Management, utilizing enhanced Document Management features, where employees can confidentially upload proof of vaccination or COVID-19 test results.

Additional tools that aid in talent management, including Total Compensation Summary, Pay Benchmarking, Time Off Management, Financial Wellness, etc.

employee benefits.

| | Predictive and other data analytics and live reports | Benefits Administration |

| | Document Management (Vaccination Management) | Talent Management Features |

For fiscal 2022, client retention was at approximately 84% of our beginning client base, remaining near record levels.

Description of Solutions

Employee Retention Tax Credit Service, which proactively helps businesses retroactively identify tax credits available under the COVID-19 Cares Act, based on wages already paid, and file amended returns to claim the credit.

As a result of our efforts, we have been recognized as one of the top training organizations in the world with a 2022 Training APEX Award presented by Training magazine.

Paychex ranked number five on the list, its highest-ever ranking after 21 consecutive appearances, including a number seven ranking in 2021.

In 2022, Paychex was recognized by the Business Group on Health with the Best Employers: Excellence in Health & Well-being Award for our commitment to advancing employee well-being through comprehensive and innovative benefits offerings.

This marks the ninth time Paychex has earned such recognition from the Business Group on Health.

In recognizing the ever-growing diversity of our workplace, we announced the Paychex Culture Day in May 2022.

It is an additional paid day off for employees to celebrate and recognize a holiday that is significant to them.

This is just one of the many ways we celebrate our unique heritages, and it reflects our Company's commitment to diversity, equity, and inclusion and flexibility.

[Table of Contents](#tableofcontents)

The COVID-19 pandemic has further accelerated certain trends toward remote work, consumer-oriented user experience, and increased regulatory complexity which required us to pivot and adapt quickly to these changes.

We focus on providing an industry-leading client experience and continue to see improving client satisfaction scores and retention.

After several strategic PEO acquisitions over the past several years, we are the second largest provider of PEO services in the U.S. With over 650 HR business professionals, we have extensive expertise that we believe sets us apart in the industry.

The COVID-19 Help Center: Paychex brought a multifaceted response to the COVID-19 pandemic and delivers resources and services to help our clients respond and adapt.

The COVID-19 Help Center on our website continues to provide support throughout every stage of the pandemic.

Portfolio of Paycheck Protection Program (“PPP”) tools, which include the ability for employers to easily navigate the complexities of the PPP and Employee Retention Tax Credit.

Employee health and safety offerings, including COVID-19 leave tracking, COVID-19 screening, and health attestation solutions.

Enhanced Onboarding Self-Service experience, which simplifies the user experience for entering and reviewing new-hire information and includes the ability to invite employees to complete onboarding and documentation digitally.

| | Data analytics and live reports | Online employee onboarding tool |

| | HR Connect | Performance management features |

For the fiscal year ended May 31, 2021 (“fiscal 2021”), client retention was at record levels of approximately 85% of our beginning client base.

Description of Services

These services provide plan implementation, ongoing

In January 2021, we were among the first in the retirement industry to sponsor and maintain a Pooled Employer Plan (“PEP”) to help businesses provide a cost-effective retirement plan option for their eligible employees.

Efficiency Act to provide PEO solutions.

During fiscal 2021, in response to the COVID-19 pandemic, our entire field sales force pivoted to working in a virtual environment.

As a result of our efforts, we have earned the distinction of being named to Training Magazine’s list of the Top 100 Training Organizations 20

consecutive times.

Most recently, we ranked No. 7 on the 2021 list in addition to being recognized as a 2021 Best Practice award winner for our Culture Shaping initiative.

We have been recognized on multiple occasions with the Gold or Platinum designation as a “Best Employer for Worksite Wellbeing” by the Business Group on Health.

website as soon as reasonably practicable after such reports have been filed with or furnished to the SEC.

[removed: x] [added: ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended May [removed: 31, 2021][added: 31, 2022]

[removed: ¨] [added: ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

As of November 30, [removed: 2020,] [added: 2021,] the last business day of the most recently completed second fiscal quarter, shares held by non-affiliates of the registrant had an aggregate market value of [removed: $29,976,304,817] [added: $30,609,113,270] based on the closing price reported for such date on the NASDAQ Global Select Market.

As of June 30, [removed: 2021, 359,830,185] [added: 2022, 359,906,888] shares of the registrant’s common stock, $0.01 par value, were outstanding.

Portions of the registrant’s definitive proxy statement to be issued in connection with its Annual Meeting of Stockholders to be held on or about October [removed: 14, 2021,] [added: 13, 2022,] to the extent not set forth herein, are incorporated by reference into Part III, Items 10 through 14, inclusive.

For the fiscal year ended May 31, [removed: 2021][added: 2022]

| | Description | Page | | [removed: |]

| | [PART [removed: I](#PartI) |] [added: I](#parti)] | | |

| | [Cautionary Note Regarding Forward-Looking [removed: Statements](#CautionaryNote)] [added: Statements](#cautionarynote)] | 1 | | [removed: |]

| [Item [removed: 1](#Business)] [added: 1](#business)] | [removed: [Business](#Business)] [added: [Business](#business)] | 3 | | [removed: |]

| [Item [removed: 1A](#RiskFactors)] [added: 1A](#riskfactors)] | [Risk [removed: Factors](#RiskFactors) | 11] [added: Factors](#riskfactors)] | [added: 12] | |

| [Item [removed: 1B](#UnresolvedStaffComments)] [added: 1B](#unresolvedstaffcomments)] | [Unresolved Staff [removed: Comments](#UnresolvedStaffComments) | 16] [added: Comments](#unresolvedstaffcomments)] | [added: 18] | |

| [Item [removed: 2](#Properties) | [Properties](#Properties)] [added: 2](#properties)] | [removed: 16] [added: [Properties](#properties)] | [added: 18] | |

| [Item [removed: 3](#LegalProceedings)] [added: 3](#legalproceedings)] | [Legal [removed: Proceedings](#LegalProceedings) | 17] [added: Proceedings](#legalproceedings)] | [added: 18] | |

| [Item [removed: 4](#MineSafetyDisclosures)] [added: 4](#minesafetydisclosures)] | [Mine Safety [removed: Disclosures](#MineSafetyDisclosures) | 17] [added: Disclosures](#minesafetydisclosures)] | [added: 18] | |

| | [PART [removed: II](#PartII) |] [added: II](#partii)] | | |

| [Item [removed: 5](#MarketforCommonEquity)] [added: 5](#marketforcommonequity)] | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of [removed: Equity](#MarketforCommonEquity) ‎[Securities](#MarketforCommonEquity) | 17] [added: Equity](#marketforcommonequity) [Securities](#marketforcommonequity)] | [added: 19] | |

| [Item [removed: 6](#SelectedFinancialData) | [\[Reserved\]](#SelectedFinancialData)] [added: 6](#selectedfinancialdata)] | [removed: 19] [added: [\[Reserved\]](#selectedfinancialdata)] | [added: 21] | |

| [Item [removed: 7](#MDA)] [added: 7](#mda)] | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#MDA) | 20] [added: Operations](#mda)] | [added: 22] | |

| [Item [removed: 7A](#MarketRisk)] [added: 7A](#marketrisk)] | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#MarketRisk) | 35] [added: Risk](#marketrisk)] | [added: 36] | |

| [Item [removed: 8](#FinancialStatementsAndSupplementaryData)] [added: 8](#financialstatementsandsupplementarydata)] | [Financial Statements and Supplementary [removed: Data](#FinancialStatementsAndSupplementaryData) | 37] [added: Data](#financialstatementsandsupplementarydata)] | [added: 38] | |

| [Item [removed: 9](#ChangesAndDisagreements)] [added: 9](#changesanddisagreements)] | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#ChangesAndDisagreements)] [added: Disclosure](#changesanddisagreements)] | 72 | | [removed: |]

| [Item [removed: 9A](#ControlsAndProcedures)] [added: 9A](#controlsandprocedures)] | [Controls and [removed: Procedures](#ControlsAndProcedures)] [added: Procedures](#controlsandprocedures)] | 72 | | [removed: |]

| [Item [removed: 9B](#OtherInformation)] [added: 9B](#otherinformation)] | [Other [removed: Information](#OtherInformation)] [added: Information](#otherinformation)] | 72 | | [removed: |]

| [Item [removed: 9C](#DisclosureRegardingForeignJurisdictions)] [added: 9C](#disclosureregardingforeignjurisdictions)] | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#DisclosureRegardingForeignJurisdictions) | 73] [added: Inspections](#disclosureregardingforeignjurisdictions)] | [added: 72] | |

| | [PART [removed: III](#PartIII) |] [added: III](#partiii)] | | |

| [Item [removed: 10](#DirectorsExecutiveOfficers)] [added: 10](#directorsexecutiveofficers)] | [Directors, Executive Officers and Corporate [removed: Governance](#DirectorsExecutiveOfficers)] [added: Governance](#directorsexecutiveofficers)] | 73 | | [removed: |]

| [Item [removed: 11](#ExecutiveCompensation)] [added: 11](#executivecompensation)] | [Executive [removed: Compensation](#ExecutiveCompensation)] [added: Compensation](#executivecompensation)] | 74 | | [removed: |]

| [Item [removed: 12](#SecurityOwnership)] [added: 12](#securityownership)] | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#SecurityOwnership)] [added: Matters](#securityownership)] | 74 | | [removed: |]

| [Item [removed: 13](#CertainRelationships)] [added: 13](#certainrelationships)] | [Certain Relationships and Related Transactions, and Director [removed: Independence](#CertainRelationships)] [added: Independence](#certainrelationships)] | 75 | | [removed: |]

| [Item [removed: 14](#PrincipalAccountingFees)] [added: 14](#principalaccountingfees)] | [Principal Accounting Fees and [removed: Services](#PrincipalAccountingFees)] [added: Services](#principalaccountingfees)] | 75 | | [removed: |]

| | [PART [removed: IV](#PartIV) |] [added: IV](#partiv)] | | |

| [Item [removed: 15](#ExhibitsAndFinancialStatementSchedules)] [added: 15](#exhibitsandfinancialstatementschedules)] | [Exhibits and Financial Statement [removed: Schedules](#ExhibitsAndFinancialStatementSchedules)] [added: Schedules](#exhibitsandfinancialstatementschedules)] | 76 | | [removed: |]

| [Item [removed: 16](#Item_16)] [added: 16](#item_16)] | [Form 10-K [removed: Summary](#Item_16) | 77] [added: Summary](#item_16)] | [added: 78] | |

| | [removed: [Signatures](#Signatures)] [added: [Signatures](#signatures)] | 78 | | [removed: |]

Forward-looking statements can be identified by such words and phrases as [removed: “we expect,” “expected to,” “estimates,” “estimated,”] [added: “expect,” “estimate,”] “intend,” “overview,” “outlook,” “guidance,” “we look forward to,” [removed: “would equate to,” “projects,”] [added: “will,” “would,” “project,”] “projections,” [removed: “projected,” “projected to be,” “anticipates,” “anticipated,” “we believe,” “believes,” “could be,” “targeting,”] [added: “strategy,” “anticipate,” “believe,” “could,” “may,” “target,” “potential,” “strive,” “mission,”] and other similar words or phrases.

[removed: ·our] [added: our] ability to keep pace with changes in technology and to provide timely enhancements to our products and services;

[removed: ·software] [added: software] defects, undetected errors, or development delays for our products;

[removed: ·the] [added: the] possibility of cyberattacks, security vulnerabilities and Internet disruptions, including breaches of data security and privacy leaks, data loss and business interruptions;

| | | |

| | | |

| | | | | | | |

| | | | |

| --- | --- | --- | --- |

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We owned and leased the following properties as of May 31, [removed: 2021:][added: 2022:]

| | | Square feet | [added: | |]

| Owned facilities: | | | [added: | |]

| Rochester, New York | | [added: |] 1,012,000 | [added: |]

| Other U.S. locations | | [added: |] 30,000 | [added: |]

| International locations | | [removed: 13,000] | [added: 146,000 | |]

| Total owned facilities | | [removed: 1,055,000] | [added: 1,042,000 | |]

| Leased facilities: | | | [added: | |]

| Rochester, New York | | [added: |] 90,000 | [added: |]

| Other U.S. locations | | [removed: 1,541,000] | [added: 1,307,000 | |]

| Total leased facilities | | [removed: 1,723,000] | [added: 1,543,000 | |]

Refer to Note [removed: Q] [added: P] of the Notes to Consolidated Financial Statements contained in Item 8 of this Form 10-K for further discussion of our legal proceedings, if any.

As of June 30, [removed: 2021,] [added: 2022,] there were [removed: 10,611] [added: 9,119] holders of record of our common stock, which includes registered holders and participants in the Paychex, Inc. Dividend Reinvestment and Stock Purchase Plan.

There were also [removed: 3,733] [added: 3,503] participants in the Paychex, Inc. Qualified Employee Stock Purchase Plan and [removed: 4,177] [added: 4,182] participants in the Paychex, Inc. Employee Stock Ownership Plan.

In May 2019, our Board approved a program to repurchase up to $400.0 million of our common stock with authorization [removed: expiring] [added: that expired] in May [removed: 2022.][added: 2022 after the Company had repurchased all authorized shares.]

All shares repurchased during fiscal [removed: 2021] [added: 2022] were retired and were as follows:

| In millions, except per share amount | | [removed: Total‎number‎of shares‎purchased] [added: Total number of shares purchased] | | [added: | |] Average price paid per share | | | [added: | |] Total dollars | | | [added: | |] Approximate dollar value of shares that may yet be purchased under the program | | [added: | |]

| Second quarter | | [added: |] — | | [added: |] $ | [added: |] — | | | [added: | |] — | | [added: |] $ | [removed: 199.3] | [added: 472.4 | |]

| [removed: Fiscal year] | | [removed: 1.7] [added: Fiscal Year] | | [removed: $] | [removed: 90.83] | | [removed: $] | [removed: 155.7] | | | | [added: | | | |]

The following graph shows a five-year comparison of the total cumulative returns of investing $100 on May 31, [removed: 2016,] [added: 2017,] in Paychex common stock, the S&P 500 Index, and two Peer Group Indexes.

[removed: ][added: ]

| May 31, | | [removed: 2016] [added: 2017] | | [removed: 2017] | | 2018 | | [added: | |] 2019 | | [added: | |] 2020 | | [added: | |] 2021 | [added: | | | 2022 | | |]

The Peer Group was adjusted for fiscal [removed: 2021.][added: 2022.]

Our new Peer Group for fiscal [removed: 2021] [added: 2022] is comprised of the following companies:

| Automatic Data Processing, Inc. (direct competitor) | | [removed: Intuit] [added: H&R Block,] Inc. |

| Broadridge Financial Solutions, Inc. | | [removed: Moody’s Corporation] [added: Intuit Inc.] |

| Equifax, Inc. | | [removed: Sabre] [added: Moody's] Corporation |

Management’s Discussion and Analysis of Financial Condition and Results of Operations reviews the operating results of Paychex, Inc. and its wholly owned subsidiaries (“Paychex,” the “Company,” “we,” “our,” or “us”) for our fiscal year ended May 31, [removed: 2021] [added: 2022] (“fiscal [removed: 2021”] [added: 2022”] or the “fiscal year”), as compared to our fiscal year ended May 31, [removed: 2020] [added: 2021] (“fiscal [removed: 2020”),] [added: 2021”),] and our financial condition as of May 31, [removed: 2021.][added: 2022.]

A detailed review of our fiscal [removed: 2020] [added: 2021] performance compared to our fiscal year ended May 31, [removed: 2019] [added: 2020] performance and our financial condition as of May 31, [removed: 2020] [added: 2021] is set forth in Part II, Item 7 of our Annual Report on Form 10-K (“Form 10-K”) for fiscal [removed: 2020.][added: 2021.]

We are a leading [removed: human resource (“HR”)] [added: HCM] software and services company, offering [added: integrated solutions for] HR, payroll, benefits, and insurance services for small- to medium-sized businesses.

Clients may choose to have our service team handle everything for them, or process payroll themselves utilizing our proprietary, robust [removed: software-as-a-service (“SaaS”)] [added: SaaS] Paychex Flex® platform and our SurePayroll® SaaS-based products.

Our portfolio of HCM and employee benefit-related services is disaggregated into two categories, (1) Management Solutions and (2) [removed: Professional Employer Organization (“PEO”)] [added: PEO] and Insurance Solutions, as discussed in Part [removed: 1,] [added: I,] Item 1 of this Form 10-K.

Our mission is to be the leading provider of HR, payroll, benefits, and insurance solutions by being an essential partner to small- and medium-sized businesses across the [removed: United States (“U.S.”)] [added: U.S.] and parts of Europe.

Fiscal [removed: 2021] [added: 2022] Business Highlights

Highlights compared to fiscal [removed: 2020] [added: 2021] are as follows:

| | | Fiscal Year | | | | | | | | | [added: | |]

| In millions, except per share amounts | | [removed: 2021] [added: 2022] | | | [removed: 2020] | | [added: 2021] | [added: | | | |] Change(3) | | | [added: |]

| [removed: Total] [added: Total] service [removed: revenue] [added: revenue] | | [removed: $] | [removed: 3,997.5] | [added: 4,554.0] | [removed: $] | [removed: 3,953.6] | | [removed: 1] | [added: 3,997.5] | [removed: %] | [added: | | | 3,953.6 | |]

| [removed: Total revenue] [added: Total revenue] | | [removed: $] | [removed: 4,056.8] | [added: 4,611.7] | [removed: $] | [removed: 4,040.5] | | [removed: —] | [added: 4,056.8] | [removed: %] | [added: | | | 4,040.5 | |]

| [removed: Operating income] [added: Operating income] | | [removed: $] | [removed: 1,460.7] | [added: 1,840.0] | [removed: $] | [removed: 1,460.5] | | [removed: —] | [added: 1,460.7] | [removed: %] | [added: | | | 1,460.5 | |]

| | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | Fiscal 2022 | | | | | | | | | | | | | | | | | |

| First quarter | | | — | | | $ | | — | | | $ | | — | | | $ | | 472.4 | |

| Third quarter | | | — | | | $ | | — | | | | | — | | | $ | | 472.4 | |

| March 1 to March 31, 2022 | | | — | | | $ | | — | | | | | — | | | $ | | 472.4 | |

| April 1 to April 30, 2022 | | | — | | | $ | | — | | | | | — | | | $ | | 472.4 | |

| May 1 to May 31, 2022 | | | 1.2 | | | $ | | 118.82 | | | | | 145.2 | | | $ | | 327.2 | |

| | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Paychex | | $ | 100.00 | | | $ | 114.41 | | | $ | 154.51 | | | $ | 134.38 | | | $ | 193.73 | | | $ | 242.82 | |

| S&P 500 | | $ | 100.00 | | | $ | 114.37 | | | $ | 118.69 | | | $ | 133.90 | | | $ | 187.86 | | | $ | 187.27 | |

| Peer Group - old | | $ | 100.00 | | | $ | 125.66 | | | $ | 146.92 | | | $ | 165.41 | | | $ | 213.24 | | | $ | 198.60 | |

| Peer Group - new | | $ | 100.00 | | | $ | 126.76 | | | $ | 149.01 | | | $ | 166.82 | | | $ | 214.56 | | | $ | 200.32 | |

IHS Market Ltd. and Sabre Corporation were removed and replaced with Gartner, Inc., a company that is aligned with the Paychex business.

| Bread Financial Holdings, Inc.(1) | | Gartner, Inc. |

(1)

On March 23, 2022, Alliance Data System Corporation rebranded its business to Bread Financial Solutions, Inc.

We offer a comprehensive portfolio of technology solutions and services, supported by HR and compliance expertise, that help our clients address the evolving challenges of HR.

Our purpose is to allow our customers the freedom to succeed.

The workplace is evolving, and we lead the way by making complex HR, payroll, and benefits simple for our clients.

(1)

(2)

(3)

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

(1)

Paychex Pre-Check, a self-service solution that allows employees to review their paystubs and alert their employer of discrepancies before payday.

This significantly reduces errors, increasing efficiency and employee satisfaction.

Retention Insights, which utilizes predictive analytics to help identify employees that may be more likely to consider leaving.

Paychex Employee Retention Tax Credit (“ERTC”) Service, which helps businesses retroactively identify tax credits, based on wages already paid, and file amended returns to claim the credit.

Talent Dashboard, which brings retention insights, time off balances, and performance ratings in one place.

This allows employers to compare the performance rating and compensation of each job position to ensure they are rewarding employees appropriately and equitably.

Acquisition of a powerful state-of-the-art benefits administration software to help employers drive efficiencies in managing their employee benefits.

Vaccination Management, utilizing enhanced Document Management features, where employees can confidentially upload proof of vaccination or COVID-19 test results.

Additional tools that aid in talent management, including Total Compensation Summary, Pay Benchmarking, Time Off Management, Financial Wellness, etc.

The overall recovery from the COVID-19 pandemic has been uneven and has presented many challenges and risks from general economic uncertainty, changes in consumer demand, disruption of supply chains and challenges with hiring, labor and supply cost inflation.

We have maintained health and safety standards for employees meeting all regulatory requirements while providing greater levels of flexibility to employees.

As part of the COVID-19 CARES Act, the ERTC helps businesses claim tax credits on qualified wages paid to employees and health plan expenses in 2020 and 2021.

The Company introduced the Paychex ERTC Service, which helped businesses retroactively identify tax credits and file amended returns to claim the credits based on wages already paid.

Despite the emergence of vaccines and vaccine boosters, less virulent strains of COVID-19 such as the Omicron variant, and reduced positivity rates, the end of the COVID-19 pandemic is still uncertain.

| | | |

| --- | --- | --- |

| International locations | | 92,000 |

[Table of Contents](#TableOfContents)

During fiscal 2021, the Company substantially completed cost-saving initiatives, including an acceleration of our long-term strategy to reduce our geographic footprint.

As such, the Company ceased the use of certain leased properties.

We believe that adequate, suitable lease space will continue to be available to meet our needs.

| | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| First quarter | | 0.4 | | $ | 74.70 | | $ | 28.8 | | $ | 199.3 |

| Third quarter | | 0.5 | | $ | 90.38 | | | 47.2 | | $ | 152.1 |

| March 1 to March 31, 2021 | | — | | $ | — | | | — | | $ | 152.1 |

| April 1 to April 30, 2021 | | — | | $ | — | | | — | | $ | 152.1 |

| May 1 to May 31, 2021 | | 0.8 | | $ | 98.83 | | | 79.7 | | $ | 72.4 |

| | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Paychex | | $100.00 | | $112.73 | | $128.98 | | $174.18 | | $151.49 | | $218.39 |

| S&P 500 | | $100.00 | | $117.47 | | $134.36 | | $139.45 | | $157.35 | | $220.79 |

| Peer Group - old | | $100.00 | | $118.33 | | $150.41 | | $176.65 | | $194.66 | | $254.29 |

| Peer Group - new | | $100.00 | | $116.29 | | $145.72 | | $169.82 | | $190.66 | | $246.04 |

The Dun & Bradstreet Corporation, TD AMERITRADE Holding Corporation, Total Systems Services, Inc. and Worldpay, Inc. were removed and replaced with FleetCor Technologies, Inc., Sabre Corporation, TransUnion and Verisk Analytics, Inc., as they are more closely aligned with the Paychex business.

| Alliance Data Systems Corporation | | IHS Markit, Ltd. |

| H&R Block, Inc. | | |

Within our human capital management (“HCM”) solutions, we offer a comprehensive portfolio of services and products that allow our clients to meet their diverse HR and payroll needs.

| | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Asset value of retirement services participants’ funds | | $ | 42.0 | | $ | 32.3 | | 30 | % |

Portfolio of Paycheck Protection Program (“PPP”) tools, which include the ability for employers to easily navigate the complexities of the PPP and Employee Retention Tax Credit (“ERTC”).

This portfolio contains resources to help small businesses navigate complex regulations and evaluate business decisions during this challenging time as well as tools for PPP loan applications, including access to small business loan providers, and signature-ready PPP loan forgiveness applications.

We have continued to update these tools in near real-time throughout the COVID-19 pandemic in response to changes in regulations.

Employee health and safety offerings, including a COVID-19 leave tracking tool to identify employee-submitted issues, a COVID-19 screening tool to give employers a way to initiate employee COVID-19 screenings and track test results within a single platform, and health attestation solutions which enable employers to customize and

digitally distribute a health attestation form to employees daily, securely store responses in real-time, and view advanced analytics for individuals or the entire workforce.

Digital communication solutions, including Paychex Flex HR Connect and HR Conversations, which helps strengthen connections and keep workers engaged no matter their work location.

Paychex Flex HR Connect provides the ability to digitally submit questions, requests, and incidents directly to HR through an easy-to-use workflow.

HR Conversations enables managers, employees, and HR staff to initiate communications with employees and enhancements to performance assessments allow for 360-degree feedback digitally within the tool.

Pooled Employer Plan, which provides business owners with a plan option that relieves the compliance and administration burdens of a traditional 401(k) plan, giving their employees access to a retirement plan benefit and allowing them to prepare for their future.

Clover® Integration, which streamlines payroll and time and attendance management for business owners using the popular Clover platform from Fiserv.

With Paychex Flex available in the Clover App Market, business owners can more efficiently manage the essential tasks of payroll, staffing, time tracking, and scheduling all within a single application to help save time, increase accuracy, and reduce cost.

Paychex Flex Labor Cost Hub, which gives customers and CPAs a holistic, real-time view of total payroll labor job costing and labor distribution in one place, enabling them to see how much they are spending on a significant operational expense - their workforce.

Enhanced Onboarding Self-Service experience, which simplifies the user experience for entering and reviewing new-hire information and includes the ability to invite employees to complete onboarding and documentation digitally.

The following table shows the executive officers of the Company as of May 31, [removed: 2021,] [added: 2022,] and information regarding their positions and business experience.

| Name | | Age | | [removed: | | | |] Position and business experience | [removed: |]

| Martin Mucci | | [removed: 61 | | | |] [added: 62] | | Mr. Mucci [removed: has served as President] [added: assumed the role of Chairman of the Board effective December 2021] and [added: continues to serve as] Chief Executive Officer of the [added: Company. Mr. Mucci had served as President and CEO of the] Company since September 2010. Mr. Mucci joined the Company in 2002 as Senior Vice President, Operations. Prior to joining Paychex, he held senior level positions with Frontier Communications of Rochester, a telecommunications company, including President of Telephone Operations and Chief Executive Officer of Frontier Telephone of Rochester, during his 20-year career. Mr. Mucci [removed: also] serves as a director of NCR Corporation. [added: He is also a member of the Business and Government Software and Services Advisory Team for Madison Dearborn Partners.] Mr. Mucci was a director of Cbeyond, Inc. until it was purchased by Birch Communications in July 2014. He is a Trustee Emeritus of St. John Fisher College. He also serves as a director of the Company and is chairman of the Executive Committee. | [removed: |]

| Efrain Rivera | | [removed: 64 | | | |] [added: 65] | | Mr. Rivera joined Paychex in June 2011 as Senior Vice President, Chief Financial Officer, and Treasurer. Prior to joining the Company, Mr. Rivera served as Vice President of Finance and Administration for Houghton College from 2009 to 2011. He previously served for over twenty years with Bausch & Lomb Incorporated, a world leader in the development, manufacture, and marketing of eye health products, most recently as Corporate Vice President and Chief Financial Officer from 2007 to 2009. | [removed: |]

| Mark A. Bottini | | [removed: 60 | | | |] [added: 61] | | Mr. Bottini joined Paychex in October 2011 as Senior Vice President of Sales. From 2008 to 2011, Mr. Bottini served as Vice President of Sales for Ricoh, North America, a provider of advanced office technology and innovative document imaging products, services, and software. He assumed his most recent position with Ricoh when Ricoh acquired IKON Office Solutions, Inc. During his nearly 20 years with IKON, Mr. Bottini served in a variety of sales leadership and field management roles. | [removed: |]

| John B. Gibson | | [removed: 55 | | | |] [added: 56] | | Mr. Gibson [added: assumed the role of President and Chief Operating Officer in December 2021. He] joined Paychex in May 2013 as Senior Vice President of Service. Prior to joining the Company, Mr. Gibson served as President and Chief Executive Officer for AlphaStaff, a national provider of human resource outsourcing services to small- and medium-sized businesses. Prior to joining AlphaStaff in 2010, Mr. Gibson was President of the HR Management Division of Convergys, a global leader in technology, outsourcing, and business services. From 2004 to 2007, he served as Senior Vice President of Global Operations and Client Services of Convergys. | [removed: |]

| Michael E. Gioja | | [removed: 63 | | | |] [added: 64] | | Mr. Gioja was named Senior Vice President of Information Technology and Product Development in July 2011. Mr. Gioja has been with the Company since November 2008 and previously served as Senior Vice President of Information, Technology, Product Management, and Development and Vice President of Product Management. Previously, he was Chief Information Officer and Executive Vice President of Products and Services for Workstream, Inc., a provider of on-demand enterprise talent management solutions and services. | [removed: |]

| Name | | [removed: | |] Age | | [removed: |] Position and business experience | [removed: |]

| Karen E. Saunders McClendon​ | | [removed: | | 55 |] [added: 56] | | Ms. Saunders McClendon joined the Company in April 2021 as Vice President and Chief Human Resources Officer. Prior to joining the Company, she served as Vice President of Human Resources for Comcast Cable from 2013 to 2021. From 2009 to 2013, she served as Vice President of Human Resources for Aramark. | [removed: |]

| Stephanie L. Schaeffer | | [removed: | | 51 |] [added: 52] | | Ms. Schaeffer was named Vice President and Chief Legal Officer in January 2006. In 2011, she was appointed Corporate Secretary. She joined Paychex in 2000 as Corporate Counsel and was promoted to Director of Legal Affairs in 2004. In her current role, she is responsible for overseeing all the Company's legal functions, including litigation, corporate governance, and regulatory matters. | [removed: |]

| Robert L. Schrader | | [removed: | | 49 |] [added: 50] | | Mr. Schrader was named Vice President and Controller in July 2019. He joined the Company in December 2014 and previously held roles as Senior Director of Financial Planning and Analysis and Director of Internal Audit. Prior to joining Paychex, he served as a Chief Financial Officer for Unither Manufacturing, LLC, and held various senior management positions during his ten-year career at Bausch & Lomb, including Vice President of Finance and Controller of Global Quality and Operations. Previously in his career, he held leadership roles with a public accounting firm. | [removed: |]

The additional information required by this item is set forth in the Company’s Definitive Proxy Statement for its [removed: 2021] [added: 2022] Annual Meeting of Stockholders, anticipated to be held on or about October [removed: 14, 2021,] [added: 13, 2022,] in the sections [removed: “MANAGEMENT PROPOSAL] [added: “PROPOSAL] 1: ELECTION OF DIRECTORS FOR A ONE-YEAR TERM,” “CORPORATE GOVERNANCE,” [removed: “DELINQUENT SECTION 16(a) REPORTS,”] and “CODE OF BUSINESS ETHICS AND CONDUCT” and is incorporated herein by reference.

The information required by this item is set forth in the Company’s Definitive Proxy Statement for its [removed: 2021] [added: 2022] Annual Meeting of Stockholders, anticipated to be held on or about October [removed: 14, 2021,] [added: 13, 2022,] in the sections “COMPENSATION DISCUSSION AND ANALYSIS,” “NAMED EXECUTIVE OFFICER COMPENSATION,” “DIRECTOR COMPENSATION FOR THE FISCAL YEAR ENDED [removed: May] [added: MAY] 31, [removed: 2021,”] [added: 2022,”] “THE [removed: GOVERNANCE AND] COMPENSATION [added: AND LEADERSHIP] COMMITTEE REPORT” and the sub-heading [removed: “Governance] [added: “Compensation] and [removed: Compensation] [added: Leadership] Committee Interlocks and Insider Participation” within the section “CORPORATE GOVERNANCE” and is incorporated herein by reference.

The information required by this item is set forth below and in the Company’s Definitive Proxy Statement for its [removed: 2021] [added: 2022] Annual Meeting of Stockholders, anticipated to be held on or about October [removed: 14, 2021,] [added: 13, 2022,] under the section “BENEFICIAL OWNERSHIP OF PAYCHEX COMMON STOCK,” and is incorporated herein by reference.

Refer to Note [removed: F] [added: E] of the Notes to Consolidated Financial Statements, contained in Item 8 of this Form 10-K, for more information on the Company’s stock incentive plans.

The following table details information on securities authorized for issuance upon the exercise of outstanding options under the Company’s equity compensation plans as of May 31, [removed: 2021:][added: 2022:]

| In millions, except per share amounts | | Number of securities to be issued upon exercise of outstanding [removed: options(1)] [added: options] | | | [added: | |] Weighted-average exercise price of outstanding options | | | [added: | |] Number of securities remaining available for future issuance under equity compensation [removed: plans(2)] [added: plans(1)] | | [added: | |]

| Equity compensation plans approved by security holders | | | [removed: 4.3] | [added: 3.7] | [added: | |] $ | [removed: 62.54] | [added: 69.46] | | [removed: 16.4] | [added: | | 15.6 | |]

[removed: (2)Includes] [added: Includes] shares available for future issuance through grants of restricted stock units and restricted stock awards under our 2002 Plan.

The information required by this item is set forth in the Company’s Definitive Proxy Statement for its [removed: 2021] [added: 2022] Annual Meeting of Stockholders, anticipated to be held on or about October [removed: 14, 2021,] [added: 13, 2022,] under the sub-headings “Board Meetings and Committees,” “Policy on Transactions with Related Persons,” and “Transactions with Related Persons” within the section “CORPORATE GOVERNANCE,” and is incorporated herein by reference.

The information required by this item is set forth in the Company’s Definitive Proxy Statement for its [removed: 2021] [added: 2022] Annual Meeting of Stockholders, anticipated to be held on or about October [removed: 14, 2021,] [added: 13, 2022,] under the section [removed: “MANAGEMENT PROPOSAL] [added: “PROPOSAL] 3: RATIFICATION OF THE SELECTION OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM,” and is incorporated herein by reference.

| 1. | | | Financial Statements See Financial Statements and Supplementary Data Table of Contents at page [removed: 37.] [added: 38.] | | |

| | | | Financial statement schedules required to be filed by Item 8 of this Form 10-K include Schedule II — Valuation and Qualifying Accounts. See Financial Statements and Supplementary Data Table of Contents at page [removed: 37.] [added: 38.] All other schedules are omitted as the required matter is not present, the amounts are not significant, or the information is shown in the financial statements or the notes thereto. | | |

| | | | (2.1) | | [Stock Purchase Agreement by and among Oasis Outsourcing Acquisition Corporation, Oasis Outsourcing Group Holdings, L.P., and Paychex North America Inc., incorporated herein by reference from Exhibit 2.1 to the Company’s Form 10-Q filed with the Commission on December 21, [removed: 2018](http://www.sec.gov/Archives/edgar/data/723531/000072353118000048/payx-20181130xex2_1.htm).] [added: 2018](https://www.sec.gov/Archives/edgar/data/723531/000072353118000048/payx-20181130xex2_1.htm).] |

| | | | (3)(a) | | [Restated Certificate of Incorporation, incorporated herein by reference from Exhibit 3(a) to the Company’s Form 10-K filed with the Commission on July 20, [removed: 2004](http://www.sec.gov/Archives/edgar/data/723531/000095015204005452/l08538aexv3wa.txt).] [added: 2004](https://www.sec.gov/Archives/edgar/data/723531/000095015204005452/l08538aexv3wa.txt).] |

| | | | (4.1) | | [Form of 4.07% Senior Notes, Series A, of Paychex of New York LLC, due March 13, 2026, incorporated herein by reference from Exhibit 4.1 to the Company’s Form 8-K filed with the Commission on January 11, [removed: 2019](http://www.sec.gov/Archives/edgar/data/723531/000072353119000006/payx-20190109xex4_1.htm).] [added: 2019](https://www.sec.gov/Archives/edgar/data/723531/000072353119000006/payx-20190109xex4_1.htm).] |

| | | | (4.2) | | [Form of 4.25% Senior Notes, Series B, of Paychex of New York LLC, due March 13, 2029, incorporated herein by reference from Exhibit 4.2 to the Company’s Form 8-K filed with the Commission on January 11, [removed: 2019](http://www.sec.gov/Archives/edgar/data/723531/000072353119000006/payx-20190109xex4_2.htm).] [added: 2019](https://www.sec.gov/Archives/edgar/data/723531/000072353119000006/payx-20190109xex4_2.htm).] |

| # | | | (10.1) | | [Paychex, Inc. 2015 Qualified Employee Stock Purchase Plan, incorporated herein by reference from Exhibit 4.3 to the Company’s Registration Statement on Form S-8, No. [removed: 333-207594](http://www.sec.gov/Archives/edgar/data/723531/000072353115000021/exhibit43paychex2015employ.htm).] [added: 333-207594](https://www.sec.gov/Archives/edgar/data/723531/000072353115000021/exhibit43paychex2015employ.htm).] |

| # | | | (10.2) | | [Paychex, Inc. 2002 Stock Incentive Plan (as amended and restated effective October 14, 2015), incorporated herein by reference from Exhibit 4.3 to the Company’s Registration Statement on Form S-8, No. [removed: 333-207592](http://www.sec.gov/Archives/edgar/data/723531/000072353115000019/exhibit43paychex2002stocki.htm).] [added: 333-207592](https://www.sec.gov/Archives/edgar/data/723531/000072353115000019/exhibit43paychex2002stocki.htm).] |

| # | | | (10.3) | | [Paychex, Inc. 2002 Stock Incentive Plan (as amended and restated effective October 12, 2005) Form of Non-Qualified Stock Option Award Agreement (Officer), incorporated herein by reference from Exhibit 10.19 to the Company’s Form 10-K filed with the Commission on July 16, [removed: 2010](http://www.sec.gov/Archives/edgar/data/723531/000095012310066009/l39983exv10w19.htm).] [added: 2010](https://www.sec.gov/Archives/edgar/data/723531/000095012310066009/l39983exv10w19.htm).] |

| # | | | (10.4) | | [Paychex, Inc. 2002 Stock Incentive Plan (as amended and restated effective October 13, 2010) Form of Non-Qualified Stock Option Award Agreement (Board), incorporated herein by reference from Exhibit 10.20 to the Company’s Form 10-K filed with the Commission on July 15, [removed: 2011](http://www.sec.gov/Archives/edgar/data/723531/000095012311065947/l42678exv10w20.htm).] [added: 2011](https://www.sec.gov/Archives/edgar/data/723531/000095012311065947/l42678exv10w20.htm).] |

| # | | [added: |] (10.5) | | [Paychex, Inc. 2002 Stock Incentive Plan (as amended and restated effective October 14, 2015) Form of Non-Qualified Stock Option and Restricted Stock Award Agreement LTIP, incorporated herein by reference from Exhibit 10.14 to the Company’s Form 10-K filed with the Commission on July 22, [removed: 2016](http://www.sec.gov/Archives/edgar/data/723531/000072353116000046/payx-20160531xex10_14.htm).] [added: 2016](https://www.sec.gov/Archives/edgar/data/723531/000072353116000046/payx-20160531xex10_14.htm).] |

| # | | [added: |] (10.6) | | [Paychex, Inc. Change In Control Plan, incorporated herein by reference from Exhibit 10.24 to the Company’s Form 10-K filed with the Commission on July 15, [removed: 2011](http://www.sec.gov/Archives/edgar/data/723531/000095012311065947/l42678exv10w24.htm).] [added: 2011](https://www.sec.gov/Archives/edgar/data/723531/000095012311065947/l42678exv10w24.htm).] |

| # | | [added: |] (10.7) | | [Paychex, Inc. Form of Performance Award Incentive Program, incorporated herein by reference from Exhibit 10.25 to the Company’s Form 10-K filed with the Commission on July 15, [removed: 2011](http://www.sec.gov/Archives/edgar/data/723531/000095012311065947/l42678exv10w25.htm).] [added: 2011](https://www.sec.gov/Archives/edgar/data/723531/000095012311065947/l42678exv10w25.htm).] |

| | | [added: |] (10.8) | | [Form of Indemnity Agreement for Directors and Officers, incorporated herein by reference from Exhibit 10.1 to the Company’s Form 10-Q filed with the Commission on March 28, [removed: 2012](http://www.sec.gov/Archives/edgar/data/723531/000119312512137499/d299747dex101.htm).] [added: 2012](https://www.sec.gov/Archives/edgar/data/723531/000119312512137499/d299747dex101.htm).] |

| # | | [added: |] (10.9) | | [Paychex, Inc. Board Deferred Compensation Plan, incorporated herein by reference from Exhibit 10.29 to the Company’s Form 10-K filed with the Commission on July 20, [removed: 2009](http://www.sec.gov/Archives/edgar/data/723531/000095012309023519/l36954aexv10w29.htm).] [added: 2009](https://www.sec.gov/Archives/edgar/data/723531/000095012309023519/l36954aexv10w29.htm).] |

| # | | [added: |] (10.10) | | [Paychex, Inc. Employee Deferred Compensation Plan, incorporated herein by reference from Exhibit 10.30 to the Company’s Form 10-K filed with the Commission on July 20, [removed: 2009](http://www.sec.gov/Archives/edgar/data/723531/000095012309023519/l36954aexv10w30.htm).] [added: 2009](https://www.sec.gov/Archives/edgar/data/723531/000095012309023519/l36954aexv10w30.htm).] |

| # | | [added: |] (10.11) | | [Paychex, Inc. 2002 Stock Incentive Plan (as amended and restated [added: effective] October 14, 2015) Form of Non-Qualified Stock Option Award Agreement, incorporated herein by reference from Exhibit 10.18 to the Company’s Form 10-K filed with the Commission on July 21, [removed: 2017](http://www.sec.gov/Archives/edgar/data/723531/000072353117000023/payx-20170531xex10_18.htm).] [added: 2017](https://www.sec.gov/Archives/edgar/data/723531/000072353117000023/payx-20170531xex10_18.htm).] |

| # | | [added: |] (10.12) | | [Paychex Inc. 2002 Stock Incentive Plan (as amended and restated [added: effective] October 14, 2015) Form of Officer Performance Incentive Award Agreement (Long-Term), incorporated herein by reference from Exhibit 10.19 to the Company’s Form 10-K filed with the Commission on July 21, [removed: 2017](http://www.sec.gov/Archives/edgar/data/723531/000072353117000023/payx-20170531xex10_19.htm).] [added: 2017](https://www.sec.gov/Archives/edgar/data/723531/000072353117000023/payx-20170531xex10_19.htm).] |

| # | | [added: |] (10.13) | | [Paychex, Inc. 2002 Stock Incentive Plan (as amended and restated effective October 14, 2015) Amendment to Award Agreements, incorporated herein by reference from Exhibit 10.2 to the Company’s Form 8-K filed with the Commission on September 8, [removed: 2017](http://www.sec.gov/Archives/edgar/data/723531/000072353117000029/payx-20170908xex10_2.htm).] [added: 2017](https://www.sec.gov/Archives/edgar/data/723531/000072353117000029/payx-20170908xex10_2.htm).] |

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(1)

Refer to Note E of the Notes to Consolidated Financial Statements, contained in Item 8 of this Form 10-K, for more information on the Company’s stock incentive plans.

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| | | | (10.24) | | [2017 Credit Agreement, dated as of September 17, 2021, by and among Paychex of New York, the Company, the lender parties thereto, JPMorgan Chase Bank, N.A., as administrative agent, and others, as amended by Amendment No. 1 as of November 21, 2018, Amendment No. 2 as of July 31, 2019, and Amendment No. 3 as of September 17, 2021.](https://www.sec.gov/Archives/edgar/data/0000723531/000072353121000038/payx-20210917xex10_1.htm) |

| | | | (10.25) | | [2019 Credit Agreement, dated as of July 31, 2019, by and among Paychex of New York, the Company, the lender parties thereto, JPMorgan Chase Bank, N.A., as administrative agent, and others, as amended by Amendment No. 1 as of September 17, 2021.](https://www.sec.gov/Archives/edgar/data/0000723531/000072353121000038/payx-20210917xex10_2.htm) |

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[Table of Contents](#tableofcontents)

Martin Mucci, Chairman of the Board of Directors and Chief Executive Officer

Thomas Golisano*, Director

Joseph M.

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(1)Amounts include performance stock options granted, assuming achievement of performance goals at target.

Actual number of shares to be earned may differ from the target amount.

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Martin Mucci, President and

Chief Executive Officer, and Director

Thomas Golisano*, Chairman of the Board