Paycom Rejects Conditional Resignation of Frederick C. Peters II as a Director

Rhea-AI Summary

Paycom Software, Inc. (NYSE: PAYC) has announced that its Board of Directors rejected the resignation of Frederick C. Peters II, who faced more "withheld" votes than "for" votes during his election at the 2021 Annual Meeting. The nominating committee, after evaluating Peters' seven years on the Board, including his role as lead independent director, recommended retaining him, citing his financial expertise and valuable contributions. Consequently, Peters will continue his role as a Class II director and maintain his positions on various committees, reinforcing leadership continuity at Paycom.

Positive

• Frederick C. Peters's financial and investment expertise is retained on the Board.
• Continuity in leadership with Peters reaffirmed as Class II director and lead independent director.
• Peters's history of valuable contributions to Board committees supports ongoing governance.

Negative

• Peters received more votes "withheld" than "for" his election, indicating shareholder concerns about his performance.

Paycom Software, Inc. (“Paycom” or the “Company”) (NYSE: PAYC), a leading provider of comprehensive, cloud-based human capital management software, today announced that the Board of Directors of the Company (the “Board”) has accepted the recommendation of the nominating and corporate governance committee of the Board (the “nominating and corporate governance committee”) to reject the resignation offer of Frederick C. Peters II.

At the Company’s 2021 Annual Meeting of Stockholders, Mr. Peters received a greater number of votes “withheld” from his election to the Board than votes “for” such election. Pursuant to the Paycom Software, Inc. Corporate Governance Guidelines, Mr. Peters tendered his conditional resignation.

The disinterested members of the nominating and corporate governance committee held a meeting primarily dedicated to discussing this issue. The disinterested members of the nominating and corporate governance committee then discussed their recommendation with the full Board. Mr. Peters did not participate in the nominating and corporate governance committee nor full Board discussions. The Board and the disinterested members of the nominating and corporate governance committee evaluated Mr. Peters’s contributions to the Board over his seven years of service to the Company, including in the role of lead independent director since August 2016.

The Board believes that Mr. Peters’ financial and investment expertise, senior executive experience, broad industry knowledge, deep institutional expertise, track record of high engagement, history of valuable contributions to each of the Board committees, and his experience as a member of the board of directors of a public company are valuable to the Company.

Accordingly, the disinterested members of the nominating and corporate governance committee have concluded that accepting Mr. Peters’s resignation is not in the best interests of the Company and recommended that the Board reject Mr. Peters’s resignation offer. The Board then acted on the recommendation of the disinterested members of the nominating and corporate governance committee and determined to reject Mr. Peters’s resignation and reaffirm his appointment as a Class II director. As a result, Mr. Peters will continue to serve as a Class II director and lead independent director, as well as a member of the audit committee, the compensation committee and the nominating and corporate governance committee.

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.

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FAQ

What was the outcome of Frederick C. Peters' resignation offer at Paycom?

The Board of Directors rejected Frederick C. Peters II's resignation offer, allowing him to continue serving as a Class II director and lead independent director.

Why did Frederick C. Peters tender his resignation?

Peters offered his resignation after receiving a higher number of "withheld" votes compared to "for" votes during the 2021 Annual Meeting of Stockholders.

What positions will Frederick C. Peters continue to hold at Paycom?

He will continue as a Class II director, lead independent director, and remain a member of the audit, compensation, and nominating and corporate governance committees.

What is the significance of Frederick C. Peters' experience for Paycom?

His financial and investment expertise, along with seven years of service on the Board, is viewed as valuable for the company's governance and strategy.