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Notice of 2013 Annual Meeting of Stockholders and Proxy Statement
Wednesday, October 16, 2013 at 10:00 a.m. Eastern Time
The Strong, One Manhattan Square, Rochester, NY, 14607
NOTICE OF 2013 ANNUAL MEETING OF STOCKHOLDERS August 31, 2011
Wednesday, October 16, 2013 Dear Paychex Stockholder:10:00 a.m. Eastern Time*
The Strong, One Manhattan Square, Rochester, NY, 14607 *A continental breakfast will be available from 9:00 a.m. - 10:00 a.m. Eastern Time The Boardprincipal business of Directors cordially invites you to attend ourthe 2013 Annual Meeting of Stockholders (the “Annual Meeting”) on Tuesday, October 11, 2011 at 10:00 a.m. Eastern Time at The Strong, One Manhattan Square, Rochester, NY, 14607.Please note this is a change in venue from the prior year.will be: This booklet includes the formal Notice of Annual Meeting of Stockholders and the Proxy Statement. The Proxy Statement tells you about the agenda items and the procedures for the Annual Meeting. It also provides certain information about Paychex, Inc., its Board of Directors, and its named executive officers.
It is important that your shares be represented at the Annual Meeting. Whether or not you plan to attend the Annual Meeting, you are encouraged to vote. You may vote by Internet, telephone, proxy card, or written ballot at the Annual Meeting. We encourage you to use the Internet as it is the most cost-effective way to vote. If you elected to electronically access the Proxy Statement and Annual Report, you will not be receiving a proxy card and must vote via the Internet.
We hope you will be able to attend the Annual Meeting and would like to take this opportunity to remind you that your vote is important. If you need special assistance at the Annual Meeting, please contact the Corporate Secretary at(800) 828-4411, or write to Paychex, Inc., 911 Panorama Trail South, Rochester, New York14625-2396, Attention: Corporate Secretary.
Sincerely,
Martin Mucci
President and Chief Executive Officer
PAYCHEX, INC.
911 Panorama Trail South • Rochester, New York14625-2396
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
| | | Date and Time:1. | | 10:00 a.m. Eastern Time on Tuesday, October 11, 2011. Continental breakfast will be available from 9:00 a.m. to 10:00 a.m. | | Location: | | The Strong, One Manhattan Square, Rochester, NY, 14607. | | Items of Business: | | (1) To elect nine nominees to the Board of Directors for one-year terms;a term of one-year; | | | 2. | | (2) To hold an advisory vote onto approve named executive officer compensation; | | | 3. | | (3) To hold an advisory vote on the frequency of future advisory votes on executive compensation; | | | | (4) To ratify the selection of the independent registered public accounting firm; and | | | 4. | | (5) To transact such other business as may properly come before the Annual Meeting,meeting, or any adjournment thereof. | | Record Date: | | Stockholders of record as of the close of business on August 12, 2011, are entitled to notice of, and to vote at, the Annual Meeting. | | Voting: | | Whether or not you plan to attend the Annual Meeting, it is important that your shares be represented and voted at the Annual Meeting. You may vote either by signing and returning the enclosed proxy card, via the Internet, by telephone, or by written ballot at the Annual Meeting as more fully described in the Proxy Statement. | | Annual Meeting Webcast: | | The Annual Meeting will be simultaneously broadcast over the Internet at 10:00 a.m. Eastern Time on October 11, 2011. Please note that you will not be able to vote or ask questions through the webcast. It can be accessed at the Investor Relations page atwww.paychex.com, and will be archived and available for replay for approximately one month. | | | | August 31, 2011
By Order of the Board of Directors
Stephanie L. Schaeffer
Corporate Secretary |
IMPORTANT NOTICE REGARDING THE AVAILIBILITY OF PROXY MATERIALS FOR THE 2011 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON OCTOBER 11, 2011Stockholders are cordially invited to attend the Annual Meeting. Stockholders of record at the close of business on August 19, 2013, will be entitled to notice of and to vote at the Annual Meeting and at any adjournments or postponements thereof.
If you are unable to attend the Annual Meeting, you will be able to listen to the meeting via the Internet. We will broadcast the Annual Meeting as a live webcast through our website. Please note that you will not be able to vote or ask questions through the webcast. The webcast will be accessible at http://investor.paychex.com/webcasts and will remain available for replay for approximately one month following the meeting.
By Order of the Board of Directors Stephanie L. Schaeffer Corporate Secretary September 10, 2013
Important notice regarding the availability of proxy materials for the 2013 Annual Meeting of Stockholders to be held on October 16, 2013:
Paychex, Inc.’s Proxy Statement and Annual Report for the year ended May 31, 20112013 are available at
http://investor.paychex.com/annual.aspxannual-report.aspx.
Welcome to the Paychex, Inc. 2013 Annual Meeting of Stockholders TABLE OF CONTENTS
Proposals That Require Your Vote | | | | | | | | More Information in Proxy Statement | Board Recommendation | Proposal 1 | Election of directors for a one-year term | Page 6 | FOR all nominees | Proposal 2 | Advisory vote to approve named executive officer compensation | Page 18 | FOR | Proposal 3 | Ratification of selection of Independent Registered Public Accounting Firm | Page 50 | FOR |
Who Can Vote August 19, 2013 is the record date fixed by the Board of Directors. Stockholders of record as of that date are entitled to notice of and to vote at the 2013 Annual Meeting of Stockholders. How to Vote In Advance of the Meeting Your vote is very important and we hope that you will attend the Annual Meeting. Even if you plan to attend the Annual Meeting in person, we recommend that you vote right away using one of the following advance voting methods. Make sure to have your proxy card or voting instruction card in hand and follow the instructions.
You can vote in advance, in one of three ways: | | | | | | Visit the website listed on your proxy card to vote VIA THE INTERNET; | | | | | Call the telephone number on your proxy card to vote BY TELEPHONE; or | | | | | | | Sign, date, and return your proxy card in the enclosed envelope to vote BY MAIL. |
Voting at our 2013 Annual Meeting of Stockholders All stockholders of record may vote in person at the Annual Meeting, which will be held on Wednesday, October 16, 2013 at 10:00 a.m. Eastern Time at The Strong in Rochester, New York. Beneficial owners, whose shares are held by a bank, broker, or other holder of record, must obtain a legal proxy in order to vote in person at the Annual Meeting.
TABLE OF CONTENTS | | | | | General Information | 1 |
| | Beneficial Ownership of Paychex Common Stock | 4 |
| | | | 4 | | | | | | | | | | 6 |
| | | | | | | | 2013 | 9 |
| | Corporate Governance | 12 |
| | Board Leadership Structure | 12 |
| | Risk Oversight | 12 |
| | Board Meetings and Committees | 13 |
| | Nomination Process | 15 |
| | Policy on Transactions with Related Persons | 15 |
| | Governance and Compensation Committee Interlocks and Insider Participation | 16 |
| | Communications with the Board of Directors | 16 |
| | Section 16(a) Beneficial Ownership Reporting Compliance | 17 |
| | Code of Business Ethics and Conduct | 17 |
| | 18 |
| | Compensation Discussion and Analysis | 919 |
| | Executive Summary | 19 |
| | Objectives of Compensation Program | 24 |
| | Elements of Compensation | 24 |
| | Compensation Decision Process | 30 |
| | CEO Compensation | 33 |
| | Subsequent Events | 33 |
| | Impact of the Internal Revenue Code | 33 |
| | The Governance and Compensation Committee Report | 34 |
| | Named Executive Officer Compensation | 35 |
| | Fiscal 2013 Summary Compensation Table | 35 |
| | Grants of Plan-Based Awards For Fiscal 2013 | 38 |
| | Option Exercises and Stock Vested In Fiscal 2013 | 40 |
| | Outstanding Equity Awards as of May 31, 2013 | 41 |
| | Potential Payments upon Termination or Change In Control Fiscal 2013 | 45 |
| | Non-Qualified Deferred Compensation Fiscal 2013 | 48 |
| | | | 10 | | | | | 10 | | | | | 11 | | | | | 11 | | | | | 12 | | | | | | | | | | 13 | | | | | | | | | | 14 | | | | | | | | 50 | | 14 |
| | 51 | | 15 |
| | | | 15 | | | 52 | | 16 |
| | | | | | | | | 17 | | | | | 17 | | | | | 17 | | | | | 18 | | | | | 19 | | | | | 19 | | | | | 20 | | | | | 20 | | | | | | | | | | 21 | | | | | 21 | | | | | | | | | | 22 | | | | | 22 | | | | | 24 | | | | | 24 | | | | | 25 | | | | | 27 | | | | | 27 | | | | | 28 | | | | | 29 | | | | | 29 | | | | | 29 | | | | | 30 | | | | | 30 | | | | | 30 | | | | | 30 | | | | | 31 | | | | | 31 | | | | | 31 | | | | | | | | | | 32 | | | | | 32 | | | | | 34 | | | | | 35 | | | | | 36 | | | | | 38 | | | | | 41 | | | | | | | | 53 |
| | Appendix A: Paychex, Inc. Reconciliation of Performance Measures to Those Reported in the Company's Consolidated Financial Statements | 42A-1 |
| | Appendix B: Paychex, Inc. Peer Group | B-1 |
|
PROXY STATEMENT
Paychex, Inc. 911 Panorama Trail South 2011 ANNUAL MEETING OF STOCKHOLDERS OF PAYCHEX, INC.
TO BE HELD ON OCTOBER 11, 2011Rochester, NY 14625
This Proxy Statement is being mailed to stockholders of GENERAL INFORMATION
Paychex, Inc. (“Paychex,” the “Company,” “we,” or “our”)“our ”), a Delaware corporation, on or about August 31, 2011,is furnishing this Proxy Statement to stockholders in connection with the solicitation of proxies byon behalf of the Board of Directors of the Company (the “Board”) to be voted atfor the 20112013 Annual Meeting of Stockholders (the “Annual Meeting”). This Proxy Statement summarizes information concerning the matters to be presented at the Annual Meeting and related information to help stockholders make an informed vote. Distribution of this Proxy Statement and a proxy form to stockholders is scheduled to begin on or about September 10, 2013. 2013 Annual Meeting of Stockholders The Annual Meeting will be held on Tuesday,Wednesday, October 11, 201116, 2013 at 10:00 a.m. Eastern Time at The Strong, One Manhattan Square, Rochester, NY, 14607. 14607. Proposals Subject to Vote The table below shows the proposals subject to vote at the Annual Meeting, along with information on what vote is required to approve each of the proposals, assuming the presence of a quorum at the Annual Meeting, and the Board's recommendations for each proposal. With respect to Proposals 1, 2, and 3, you may vote “FOR,” “AGAINST,” or “ABSTAIN.” | | | | | | | Proposal | | Vote Required | | Board Recommendation | | Proposal 1: Election of nine nominees to the Board of Directors | | Majority of the votes duly cast | | FOR all nominees | | Proposal 2: Advisory approval of the Company’s named executive officer compensation | | Majority of the shares present in person or by proxy and entitled to vote | | FOR | | Proposal 3: Ratification of the selection of the Independent Registered Public Accounting Firm | | Majority of the shares present in person or by proxy and entitled to vote | | FOR |
Stockholders Entitled to Vote;Vote and Outstanding Shares; QuorumShares Stockholders of shares outstanding, designatedrecord of our common stock $0.01 par value per share. The Board has fixedas of the close of business on August 12, 2011 as the record date for determining the holders of common stock entitled to notice of, and19, 2013 (the "Record Date") will be eligible to vote at the Annual Meeting. Each share outstanding as of the Record Date will be entitled to one vote. As of the record date, 362,685,721August 19, 2013, 365,487,312 shares of common stock were issued and outstanding. AThe holders of a majority of the issued and outstanding shares (181,342,862entitled to vote (182,743,657 shares) must be present at the Annual Meeting in person or by proxy willin order to constitute a quorum. A quorum is necessary to hold a valid meeting. Stockholders will be entitled to one vote for each share of common stock held as of the record date.
How to Vote Your vote is very important and we hope that you will attend the Annual Meeting. However, whether or not you plan to attendWe strongly urge all stockholders, even those attending the Annual Meeting, pleaseto vote by proxy.proxy prior to the Annual Meeting. Registered Stockholders Registered Stockholders.If your shares are registered directly in your name with the Company’s transfer agent, American Stock Transfer & Trust Company, LLC, you are considered a stockholder of record ofwith respect to those shares. Please vote by proxy in accordance with the instructions on your proxy card, or the instructions you receive through electronic mail.
A registered shareholder can vote in one of four ways: There are three convenient waysVia the Internet — Go to submitthe website noted on your proxy card in order to vote via the Internet. Internet voting is available 24 hours a day. We encourage you to vote via the Internet, as it is the most cost-effective way to vote. By telephone — Call the toll-free telephone number indicated on your proxy card and follow the voice prompt instructions to vote by proxy:telephone. Telephone voting is available 24 hours a day. By mail — Mark your proxy card, sign and date it, and return it in the enclosed postage-paid envelope. If you elected to electronically access the Proxy Statement and Annual Report, you will not receive a proxy card and must vote via the Internet. | | | | • | Voting by Internet— You can vote via the Internet by visiting the website noted on your proxy card. Internet voting is available 24 hours a day. We encourage you to vote via the Internet, as it is the most cost-effective way to vote. | | | • | Voting by telephone— You can also vote your shares by telephone by calling the toll-free telephone number indicated on your proxy card and following the voice prompt instructions. Telephone voting is available 24 hours a day. | | | • | Voting by mail— If you choose to vote by mail, simply mark your proxy card, sign and date it, and return it in the enclosed postage-paid envelope. If you elected to electronically access the Proxy Statement and Annual Report, you will not be receiving a proxy card and must vote via the Internet. |
The deadline forIn person — You may vote your shares at the Annual Meeting if you attend in person, even if you previously submitted a proxy card or voted via Internet or telephone. Whether or not you plan to attend the Annual Meeting, however, we strongly encourage you to vote your shares by proxy before the meeting. Proxies submitted by Internet or telephone voting ismust be received by 11:59 p.m. Eastern Time on Monday, Tuesday, October 10, 2011.15, 2013. If you vote by telephone or the Internet, you do not need to return your proxy card. Signing and returning your proxy card or submitting your proxy via the Internet or by telephone does not affect your right to vote in person if you attend the Annual Meeting and Beneficial Stockholders If your shares are registeredheld in a brokerage account in the name of your name. Beneficial Stockholders. If you hold your shares through abank, broker, bank, or other holder of record (this is called “street name”), you are not a registered stockholder, but rather are considered a “beneficial owner” of those shares. In order to vote your shares, please refer to the voting instruction form or other materials forwarded to you by yourYour bank, broker, bank, or other holder of record.record will send you instructions on how to vote your shares. If your sharesyou are held in the name of a broker, bank, or other holder of record,beneficial owner, you must obtain a proxy, executed in your favor, from the holder of record to be able to vote in person at the Annual Meeting.
Voting by Participants in the Paychex Employee Stock Ownership Plan Stock Fund.Fund
If a stockholder isyou are a participant in the Paychex Employee Stock Ownership Plan Stock Fund (“ESOP”) of the Paychex, Inc. 401(k) Incentive Retirement Plan (the “401(k) Plan”), the stockholderyou will receive a proxy card and can vote those shares using the methods previously described methods.under Registered Stockholders. This will serve as a voting instruction for Fidelity Management Trust Company (the “Trustee”), where all accounts are
1
registeredwho is the holder of record for the shares in the same name.ESOP. As a participant in the ESOP, the stockholder hasyou have the right to direct the Trustee who is the holder of record, regardingon how to vote the shares of common stock credited to the participant’syour account at the Annual Meeting. The participant’sparticipants’ voting instructions will be tabulated confidentially. Only the Trusteeand/or the tabulator will have access to theeach participant’s individual voting direction. If you do not submit voting instructions for theyour shares of common stock in the ESOP, are not received, those shares will be voted by the Trustee in the same proportions as the shares for which voting instructions were received from other participants in the ESOP.participants. Voting instructions by ESOP participants will close atmust be received by 11:59 p.m. Eastern Time on Friday, October 6, 2011.11, 2013. The Trustee will then vote all shares of common stock held in the ESOP by the established deadline.
Changing or Revoking Your Proxy Registered stockholders can revoke theirmay change a properly executed proxy at any time prior to it being voted at the Annual Meeting by: providing written notice of revocation to the Corporate Secretary; | | | | • | providing written notice of revocation to the Corporate Secretary; | | | • | submitting a later-dated proxy via the Internet, telephone, or mail; or | | | • | submitting a later-dated proxy via the Internet, telephone, or mail; or voting in person at the Annual Meeting. |
Beneficial stockholders should contact their broker, bank, or other holder of record for instructions on how to change their vote. If you are a participant in the ESOP, you may change a properly executed proxy at any time prior to 11:59 p.m. Eastern Time on October 11, 2013, by submitting a proxy that has a more recent date than the original proxy by internet, telephone, or mail. You may not, however, change your voting instructions in person at the Annual Meeting because the Trustee will not be present. General Information onManner for Voting Proxies
All votes properly cast and not revoked will be voted at the Annual Meeting in accordance with the stockholder’s directions. Shares voted byYou should specify your choice for each matter on your proxy card. However, if you do not specify your choices on your returned proxy card, received without choices specifiedthen your shares will be voted in accordance with the Board's recommendations. Should any matter not described above be properly presented at the Annual Meeting, the persons named on the proxy form will vote in accordance with their judgment as follows: | | | | • | FORthe nine nominees for election to the Board; | | | • | FORthe executive compensation program(“say-on-pay” vote); | | | • | FORa frequency ofevery yearfor advisory votes on executive compensation; and | | | • | FORthe ratification of the selection of the independent registered public accounting firm (the “independent accountants”). |
permitted. If you are a broker holdsbeneficial owner, in order to ensure your shares in its name, andare voted the way you would like, you must provide voting instructions to your bank, broker, or other holder of record. If you do not provide your voting instructions to them, that party, whether your shares can be voted depends on the type of item being considered for vote. New York Stock Exchange ("NYSE") rules allow your bank, broker, is permittedor other holder of record to use its own discretion and vote your shares on routine matters. However, aA bank, broker, or other holder of record does not have discretion to vote your shares on non-routine matters (“broker(known as “broker non-votes”). Proposals 1 and 2 are not considered to be routine matters under the current NYSE rules, and so your bank, broker, or other holder of record will not have the discretionary authority to vote your shares on those items. Proposal 3 is considered a routine matter under NYSE rules, so your bank, broker, or other holder of record will have discretionary authority to vote your shares on that item. Broker non-votes are not considered votes for or against a proposal and therefore will have no direct impact on any proposal since they are not deemed to be duly cast nor entitled to vote, but they will be counted for the purpose of determining the presence or absence of a quorum.Therefore, we urge you to give voting instructions to your bank or broker on all voting items. Abstentions are also counted for the purposes of establishing a quorum, but will have the same effect as a vote against a proposal, except in regards to the election of directors and the frequency of advisory votes on executive compensation.directors. For these two items,this item, abstentions will have no direct impact.
2
Announcement of Voting Results The table below showsWe will announce the vote required to approve each of the proposals described in this Proxy Statement, assuming the presence of a quorumpreliminary voting results at the Annual Meeting. With respect to Proposals 1, 2, and 4, you may vote “FOR,” “AGAINST,” or “ABSTAIN.” With respect to Proposal 3, you may vote forThe Company will report the final results in a frequency of “ONE YEAR,” “TWO YEARS,” or “THREE YEARS,” or you may “ABSTAIN.”
| | | | | Proposal Number
| | Proposal Description
| | Vote Required
| | Proposal 1 | | Election of nine nominees to the Board of Directors | | Majority of the votes duly cast | Proposal 2 | | An advisory vote on executive compensation | | Majority of the shares present in person or by proxy and entitled to vote | Proposal 3 | | An advisory vote on the frequency of future advisory votes on executive compensation | | Frequency receiving majority of the votes duly cast | Proposal 4 | | Ratification of the selection of the independent accountants | | Majority of the shares present in person or by proxy and entitled to vote |
3
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information, based upon reportsCurrent Report on Form 8-K filed by such persons with the Securities and Exchange Commission (“SEC”("SEC"),.
BENEFICIAL OWNERSHIP OF PAYCHEX COMMON STOCK
The following table contains information, as of July 31, 2011, with respect to2013, on the beneficial ownership of the Company's common stock by:
each principal stockholder known to be a beneficial owner of more than 5% of the Company by: (i)Company's common stock. This includes any person (including any “group”"group" as that term is used in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) who is known by the Company to be the beneficial owner of more than 5% of the Company’s voting securities; (ii) amended; each director and nominee for director of the Company; (iii) director; each of the Company's named executive officers (“NEO”s) of the Company named in the Fiscal 2011 Summary Compensation Table;("NEOs"); and (iv) all directors, NEOs, and executive officers of the Company as a group. | | | | | | | | | | | | | Amount of Beneficial
| | | | | | Ownership of
| | Percent of
| Name | | Common Stock(1) | | Class(1) | | | More than 5% owners: | | | | | | | | | B. Thomas Golisano(2),(3),(4) | | | 37,958,637 | | | | 10.4 | % | | 1 Fishers Road | | | | | | | | | | Pittsford, NY 14534 | | | | | | | | | | | | | | | | | | | Capital World Investors(5) | | | 29,638,718 | | | | 8.2 | % | | 333 South Hope Street | | | | | | | | | | Los Angeles, CA 90071 | | | | | | | | | | | | | | | | | | | Directors: | | | | | | | | | B. Thomas Golisano(2),(3),(4) | | | 37,958,637 | | | | 10.4 | % | Joseph G. Doody(6) | | | 5,094 | | | | ** | | David J. S. Flaschen(6),(7) | | | 83,779 | | | | ** | | Phillip Horsley(6),(7) | | | 148,736 | | | | ** | | Grant M. Inman(4),(6),(7) | | | 246,920 | | | | ** | | Pamela A. Joseph(6),(7) | | | 37,471 | | | | ** | | Martin Mucci(6),(7) | | | 304,886 | | | | ** | | Joseph M. Tucci(6),(7) | | | 69,971 | | | | ** | | Joseph M. Velli(6),(7) | | | 36,304 | | | | ** | | | | | | | | | | | | Named Executive Officers: | | | | | | | | | Martin Mucci(6),(7) | | | 304,886 | | | | ** | | John M. Morphy(6),(7) | | | 254,950 | | | | ** | | Michael E. Gioja(6),(7) | | | 31,087 | | | | ** | | William G. Kuchta(6),(7) | | | 145,813 | | | | ** | | Michael A. McCarthy(6),(7),(8) | | | 92,182 | | | | ** | | Jonathan J. Judge(9) | | | 55,004 | | | | ** | | Delbert M. Humenik(10) | | | 813 | | | | ** | | | | | | | | | | | | All directors, NEOs, and executive officers of the Company as a group (18 persons)(6),(7) | | | 39,504,539 | | | | 10.9 | % |
| | | ** | | Indicated percentage is less than 1%. | | (1) | | Based upon the number of shares of common stock issued and outstanding as of July 31, 2011. Under the rules of the SEC, “beneficial ownership” is deemed to include shares for which the individual, directly or indirectly, has or shares voting or disposition power, whether or not they are held for the individual’s benefit, and includes shares that may be acquired within 60 days by exercise of options. This information is based upon reports filed by such persons with the SEC. | | | | | | | | | | | | | | | | | | Name | | Amount of Shares Owned (1) | | Non-vested Shares of Restricted Stock (2) | | Stock Options Exercisable by September 29, 2013 (3) | | Total Shares Beneficially Owned | | Percent of Class | | Principal Shareholders: | | | | | | | | | | | B. Thomas Golisano (4),(5),(6) 1 Fishers Road Pittsford, NY 14534 | | 37,935,821 |
| | — |
| | — |
| | 37,935,821 |
| | 10.4 | % | FMR LLC (7) 245 Summer Street
Boston, MA 02109 | | 23,106,591 |
| | — |
| | — |
| | 23,106,591 |
| | 6.3 | % | Capital World Investors (8) 333 South Hope Street Los Angeles, CA 90071 | | 19,330,182 |
| | — |
| | — |
| | 19,330,182 |
| | 5.3 | % | | Directors: | | | | | | | |
|
| | | B. Thomas Golisano (4),(5),(6) | | 37,935,821 |
| | — |
| | — |
| | 37,935,821 |
| | 10.4 | % | | Joseph G. Doody | | 7,926 |
| | 1,564 |
| | 32,285 |
| | 41,775 |
| | ** |
| | David J. S. Flaschen | | 31,531 |
| | 1,564 |
| | 78,706 |
| | 111,801 |
| | ** |
| | Phillip Horsley | | 103,484 |
| | 1,564 |
| | 26,520 |
| | 131,568 |
| | ** |
| Grant M. Inman (6) | | 190,746 |
| | 1,564 |
| | 78,706 |
| | 271,016 |
| | ** |
| | Pamela A. Joseph | | 14,324 |
| | 1,564 |
| | 58,706 |
| | 74,594 |
| | ** |
| | Martin Mucci | | 59,324 |
| | 100,146 |
| | 514,869 |
| | 674,339 |
| | ** |
| | Joseph M. Tucci | | 26,824 |
| | 1,564 |
| | 78,706 |
| | 107,094 |
| | ** |
| | Joseph M. Velli | | 16,157 |
| | 1,564 |
| | 55,706 |
| | 73,427 |
| | ** |
| | Named Executive Officers: | | | | | | | |
|
| | | | Martin Mucci | | 59,324 |
| | 100,146 |
| | 514,869 |
| | 674,339 |
| | ** |
| | Efrain Rivera | | 2,807 |
| | 19,767 |
| | 36,915 |
| | 59,489 |
| | ** |
| | Mark A. Bottini | | 3,067 |
| | 12,917 |
| | 27,553 |
| | 43,537 |
| | ** |
| | Michael E. Gioja | | 8,206 |
| | 26,233 |
| | 49,223 |
| | 83,662 |
| | ** |
| | Robert Morin | | — |
| | 6,529 |
| | 8,578 |
| | 15,107 |
| | ** |
| | All directors, NEOs, and executive officers of the Company as a group (17 persons) | | 38,427,850 |
| | 221,755 |
| | 1,210,791 |
| | 39,860,396 |
| | 10.9 | % |
** Indicates that percentage is less than 1%.
| | (1) | This column reflects shares held of record and Company shares owned through a bank, broker, or other holder of record. For executive officers, this also includes shares owned through the 401(k) Plan. |
| | (2) | This column includes restricted stock awards to independent directors and executive officers that have not yet vested. These non-vested restricted stock awards have voting and dividend rights, and thus are included in beneficial ownership. |
| | (3) | This column includes shares that may be acquired upon exercise of options, which are exercisable on or prior to September 29, 2013. Under SEC rules, shares that may be acquired within 60 days by exercise of options.are included in beneficial ownership. |
| | | (2)(4)
| | Included in shares beneficially owned for Mr. Golisano are 278,060278,068 shares owned by the B. Thomas Golisano Foundation, forof which Mr. Golisano is a member of the foundation’s six-member board of trustees. Mr. Golisano disclaims beneficial ownership of these shares. |
| | (3)(5)
| | Mr. Golisano has 11,430,2957,750,295 shares pledged as security. |
| | (4)(6)
| | Included in shares beneficially owned are shares held in the names of family members or other entities: Mr. Golisano — 71,33070,481 shares; and Mr. Inman — 136,949 shares. |
| | (5)(7)
| | Beneficial ownership information is based on information contained in the Form 13F filed with the SEC on May 13, 2011August 14, 2013 by Fidelity Management and Research Company (FMR LLC). |
| | (8) | Beneficial ownership information is based on information contained in the Form 13F filed with the SEC on August 14, 2013 by Capital World Investors. Capital World Investors, a division of Capital Research and |
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| | | | | Management Company (“CRMC”), is deemed to be the beneficial owner of 29,638,71819,330,182 shares as a result of CRMC’sCRMC's acting as investment advisor to various investment companies registered under Section 8 of the Investment Company Act of 1940. | | (6) | | Included in shares beneficially owned are unvested restricted stock: Mr. Doody — 3,094 shares; Mr. Flaschen — 5,449 shares; Mr. Horsley — 1,652 shares; Mr. Inman — 5,449 shares; Ms. Joseph — 5,449 shares; Mr. Mucci — 52,558 shares; Mr. Tucci 5,449 shares; Mr. Velli — 5,449 shares; Mr. Morphy — 54,615 shares; Mr. Gioja — 12,714 shares; Mr. Kuchta — 17,310 shares; Mr. McCarthy — 18,042 shares; and all directors, NEOs, and executive officers as a group — 204,546 shares. | | (7) | | Included in shares beneficially owned are shares that may be acquired upon exercise of options, which are exercisable on or prior to September 29, 2011: Mr. Flaschen — 59,979 shares; Mr. Horsley — 47,084 shares; Mr. Inman — 59,979 shares; Ms. Joseph — 24,979 shares; Mr. Mucci — 238,367 shares; Mr. Tucci — 59,979 shares; Mr. Velli — 21,979 shares; Mr. Morphy — 176,338 shares; Mr. Gioja — 17,108 shares; Mr. Kuchta — 114,188 shares; Mr. McCarthy — 68,188 shares; and all directors, NEOs, and executive officers as a group — 901,525 shares. | | (8) | | Mr. McCarthy retired from the Company effective August 1, 2011 and, as a result, forfeited 18,042 shares of unvested restricted stock included in his beneficial ownership as of July 31, 2011. | | (9) | | Mr. Judge resigned from his position of President and Chief Executive Officer effective July 31, 2010. | | (10) | | Mr. Humenik resigned from his position of Senior Vice President of Sales and Marketing effective October 15, 2010. |
PROPOSAL 1 • lELECTION OF DIRECTORS FOR A ONE-YEAR TERM Stockholders annually elect directorsThe Board is elected by the stockholders to serve for one yearoversee the overall success of the Company, review its operational and until the directors’ successors have been electedfinancial capabilities, and qualified.periodically assess its long-term strategic objectives. The nine persons listed below, each of whom currentlyBoard serves as a director, have been nominatedthe ultimate decision-making body of the Company, except for electionthose matters reserved to stockholders. The Board selects and oversees the members of senior management, who are charged by the Board bywith conducting the Company’s Governance and Compensation Committee. Seven of the nine nominees are neither employees nor former employeesday-to-day business of the Company. If elected, each nominee will hold office untilThe Board acts as an advisor to senior management and ultimately monitors management’s performance.
Election Process The Company's By-Laws provide for the 2012 Annual Meetingannual election of Stockholders and until his or her successor is elected and has qualified. Although the Board believes that all of the nominees will be available to serve as a director, the persons named in the enclosed proxy may exercise discretionary authority to vote for substitute nominees proposed by the Board. Below we identify and describe the key experience, qualifications, and skills our directors bring to the Board that are important in light of our business and structure. Also included below are any public company directorships held during the past five years and directors’ periods of service to our Board. | | | | | | | | | | | | | | | | | Director
| | Position, Principal Occupation, Business
| Name | | Age | | Since | | Experience, Directorships, and Qualifications | | | B. Thomas Golisano | | | 69 | | | | 1979 | | | Mr. Golisano founded Paychex in 1971 and is Chairman of the Board of the Company. Until October 2004, he served as President and Chief Executive Officer of the Company. He serves on the board of trustees of the Rochester Institute of Technology. Mr. Golisano serves as a director of numerous non-profit organizations and private companies, and is founder and member of the board of trustees of the B. Thomas Golisano Foundation. He serves on our Executive Committee. Mr. Golisano has extensive executive experience as the founder and former Chief Executive Officer of Paychex, which provides him with in-depth knowledge of the operations of the Company and qualifies him to lead the Board. | Joseph G. Doody | | | 58 | | | | 2010 | | | Mr. Doody has served as President, North American Delivery of Staples, Inc., an office products company, since 1998. From 1974 to 1998, Mr. Doody held several managerial positions with Eastman Kodak Company, an imaging technology company, most recently serving as General Manager and Vice President, North America, Office Imaging. Mr. Doody serves as a director of Casella Waste Systems, Inc. and is a member of the Executive Advisory Committee for the Simon Graduate School of Business at the University of Rochester. He serves on our Audit Committee. Mr. Doody’s strong understanding of small- to medium-sized businesses through his experience at Staples, as demonstrated by growth within his organization, provides our Board with important operational insight. |
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| | | | | | | | | | | | | | | | | Director
| | Position, Principal Occupation, Business
| Name | | Age | | Since | | Experience, Directorships, and Qualifications | | | David J. S. Flaschen | | | 55 | | | | 1999 | | | Mr. Flaschen is an investor and advisor to a number of private companies providing business, marketing, and information services. Most recently, he was a partner with Castanea Partners, a private equity investment firm, from 2005 to 2011. Mr. Flaschen is a director of various private companies. He is the Chairman of our Audit Committee and serves on our Investment Committee and Governance and Compensation Committee. Mr. Flaschen has extensive executive experience in information and marketing services. His financial expertise is a great benefit to the Board and Audit Committee, acquired through his education and his experience, including his role in assessing financial performance of other companies and in reviewing and understanding financial statements. | Phillip Horsley | | | 72 | | | | 2011 | | | Mr. Horsley is the founder of Horsley Bridge Partners, a leading manager of private equity investments for institutional investors, since 1982. Mr. Horsley was a director of the Company from 1982 to 2009, and is standing for re-election at the 2011 Annual Meeting. Mr. Horsley has a strong background in finance and business and has expertise in investment management. Mr. Horsley’s long-term relationship with the Company provides him with extensive knowledge of the Company’s history and operating environment. | Grant M. Inman | | | 69 | | | | 1983 | | | Mr. Inman is the founder and General Partner of Inman Investment Management, a private investment company formed in 1998. He is a director of Lam Research Corporation and several private companies. He was a director of Wind River Systems, Inc. until July 2009. Mr. Inman is a trustee of the University of California, Berkeley Foundation. He is the Chairman of our Investment Committee and serves on our Audit Committee and Governance and Compensation Committee. Mr. Inman has a strong background in finance, business, and entrepreneurial experience, and has expertise in investment management. Mr. Inman’s 28-year tenure on the Board provides him with extensive knowledge of the Company. | Pamela A. Joseph | | | 52 | | | | 2005 | | | Ms. Joseph is Vice Chairman of U.S. Bancorp Payment Services and Chairman of Elavon (formerly NOVA Information Systems, Inc.), a wholly owned subsidiary of U.S. Bancorp. U.S. Bancorp Payment Services and Elavon manage and facilitate payment processing. Ms. Joseph has been Vice Chairman of U.S. Bancorp since December 2004 and serves on its 14-member managing committee. She is a director of Centene Corporation. Ms. Joseph serves on our Audit Committee and our Executive Committee. She has extensive executive experience in the financial services industry, and brings a wealth of technology insight to the Board and Audit Committee. |
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| | | | | | | | | | | | | | | | | Director
| | Position, Principal Occupation, Business
| Name | | Age | | Since | | Experience, Directorships, and Qualifications | | | Martin Mucci | | | 51 | | | | 2010 | | | Mr. Mucci has served as President and Chief Executive Officer 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 Telephone of Rochester, a telecommunications company, during his 20-year career. Mr. Mucci is a director of Cbeyond, Inc. He is currently Chairman of the St. John Fisher College Board of Trustees, and also serves as the Chairman of the Catholic Family Center Board of Governors. He is Chairman of our Executive Committee. The Board selected Mr. Mucci to serve as a director as he provides day-to-day leadership as the current Chief Executive Officer of Paychex, giving him in-depth knowledge of the Company, its operations, and opportunities. | Joseph M. Tucci | | | 64 | | | | 2000 | | | Mr. Tucci has been the Chairman of the Board of Directors of EMC Corporation, the world leader in information infrastructure technology and solutions, since January 2006. He has been Chief Executive Officer and President of EMC Corporation since January 2001, and President since January 2000. Mr. Tucci is also Chairman of the Board of Directors of VMware, Inc. He is Chairman of our Governance and Compensation Committee. Mr. Tucci’s experience as Chief Executive Officer of EMC Corporation provides him with extensive executive management experience and knowledge of the challenges a company faces due to rapid changes in the marketplace. | Joseph M. Velli | | | 53 | | | | 2007 | | | Mr. Velli has been Chairman and Chief Executive Officer of BNY ConvergEx Group, LLC, a leading global agency brokerage and technology company offering a comprehensive suite of investment services, since October 2006. Prior to the formation of BNY ConvergEx Group, he was a Senior Executive Vice President of The Bank of New York since September 1998 and assumed the additional role of Chief Executive Officer of BNY Securities Group in October 2002. He is a director of E*Trade Financial Corporation. He serves on our Investment, Governance and Compensation, and Executive Committees. Mr Velli has extensive knowledge of the capital markets and plays a key role in the Board’s discussions of the Company’s investments and liquidity. |
Our by-lawsdirectors. The By-Laws provide that each director shall be elected by a majority of the votes cast for the director at any meeting for the election of directors at which a quorum is present. If a nominee that is an incumbent director does not receive a required majority of the votes cast, the director shall offer to tender his or her resignation to the Board. The Governance and Compensation Committee of the Board shall consider such offer and will make a recommendation to the Board on whether to accept or reject the resignation, or whether other action should be taken. The Board will consider the committee’s recommendation and will determine whether to accept such offer.
2013 Nominees for Director At the 2013 Annual Meeting, there are nine nominees for election as director, as listed on the following pages. Each of the nominees is a current member of the Board, having been elected by the stockholders at the 2012 Annual Meeting of Stockholders. The nine persons listed have been nominated for election to the Board by the Company’s Governance and Compensation Committee. The nominees, with the exception of Mr. Golisano and Mr. Mucci, are independent under both NASDAQ and SEC director independence standards. If elected, each nominee will hold office until the 2014 Annual Meeting of Stockholders and until his or her successor is elected and has qualified. We believe that all of the nominees will be available to serve as a director. However, if any nominee should become unable to serve, the persons named in the enclosed proxy may exercise discretionary authority to vote for substitute nominees proposed by the Board. The Board believes that the combination of the various qualifications, skills, and experience of the 2013 director nominees would contribute to an effective and well-functioning Board. We have provided biographical information on each of the nominees. Included within this information, we identify and describe the key experience, qualifications, and skills our directors bring to the Board that are important in light of our business and structure. The Board of Directors recommends the election of each of the nominees identified above.on the following pages. Unless otherwise directed, the persons named in the enclosed proxy will vote the proxy FOR the election of each of these nominees.
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| | | | | B. Thomas Golisano | | | | Mr. Golisano founded Paychex in 1971 and is Chairman of the Board of the Company. Until October 2004, he served as President and Chief Executive Officer of the Company. He serves on the board of trustees of the Rochester Institute of Technology. Mr. Golisano serves as a director of numerous non-profit organizations and private companies, and is founder and member of the board of trustees of the B. Thomas Golisano Foundation. Mr. Golisano has extensive executive experience as the founder and former Chief Executive Officer of Paychex, which provides him with in-depth knowledge of the operations of the Company and qualifies him to lead the Board. | | Director Since: 1979 Age: 71 Board Committees: Executive Current Other Public Company Directorships: None | | | | | Joseph G. Doody | | | | Mr. Doody has served as President, North American Commercial of Staples, Inc., an office products company, since January 2013. From March 2002 to January 2013, he served as President, North American Delivery of Staples, Inc. Prior to that he served as President, Staples Contract and Commercial from when he first joined Staples in November 1998. From 1974 to 1998, Mr. Doody held several managerial positions with Eastman Kodak Company, an imaging technology company. Mr. Doody is a member of the Executive Advisory Committee for the Simon Graduate School of Business at the University of Rochester. Mr. Doody's significant leadership experience and management of a large division enables him to provide our Board with important operational insight and oversight. His deep knowledge of small- to medium-sized businesses derived from his experience as the head of the customer service operations at Staples brings thorough understanding of the risks and opportunities affecting our clients and potential clients. | | Director Since: 2010 Age: 61 Board Committees: Audit Current Other Public Company Directorships: Casella Waste Systems, Inc. | | | | | David J. S. Flaschen | | | | Mr. Flaschen is an investor and advisor to a number of private companies providing business, marketing, and information services. From 2005 through 2011, he was a partner with Castanea Partners, a private equity investment firm. Mr. Flaschen is a director of various private companies. Mr. Flaschen has extensive executive experience in information and marketing services. His financial expertise is a great benefit to the Board and its committees, acquired through his role in assessing financial performance of other companies and in reviewing and understanding financial statements. | | Director Since: 1999 Age: 57 Board Committees: Audit (Chairman), Investment, Governance and Compensation Current Other Public Company Directorships: None | | | | | Phillip Horsley | | | | Mr. Horsley is the founder of Horsley Bridge Partners, a leading manager of private equity investments for institutional clients. The firm was founded in 1983 and Mr Horsley retired in 2010. Mr. Horsley has a strong background in finance and business and has expertise in investment management. Mr. Horsley’s long-term relationship with the Company provides him with extensive knowledge of the Company’s history and operating environment. | | Director Since: 2011 (previously served from 1982-2009, reappointed in 2011) Age: 74 Board Committees: Investment and Goverance and Compensation Current Other Public Company Directorships: None | | | |
| | | | | Grant M. Inman | | | Mr. Inman is the founder and General Partner of Inman Investment Management, a private investment company formed in 1998. Mr. Inman is a trustee of the University of California, Berkeley Foundation and is also a director of several private companies. He was a director of Wind River Systems, Inc. until July 2009. Mr. Inman has a strong background in finance, business, and entrepreneurial experience, and has expertise in investment management. Additionally, Mr. Inman’s 30-year tenure on the Board provides him with extensive knowledge of the Company.
| | Director Since: 1983 Age: 71 Board Committees: Investment (Chairman), Audit,and Goverance and Compensation Current Other Public Company Directorships: Lam Research Corporation (Lead Independent Director) | | | | | Pamela A. Joseph | | | Ms. Joseph is Vice Chairman of U.S. Bancorp Payment Services and Chairman of Elavon (formerly NOVA Information Systems, Inc.), a wholly owned subsidiary of U.S. Bancorp. U.S. Bancorp Payment Services and Elavon manage and facilitate consumer and corporate card issuing, as well as payment processing. Ms. Joseph has been Vice Chairman of U.S. Bancorp since December 2004 and serves on its 14-member managing committee. She has extensive executive experience in the financial services industry, and brings a wealth of technology insight to the Board and its committees.
| | Director Since: 2005 Age 54 Board Committees: Audit and Executive Current Other Public Company Directorships: Centene Corporation | | | | | Martin Mucci | | | Mr. Mucci has served as President and Chief Executive Officer 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 Telephone of Rochester, a telecommunications company, over the course of his 20-year career. He is a member of the Upstate New York Advisory Board of the Federal Reserve Bank of New York and the Board of Trustees for St. John Fisher College. The Board selected Mr. Mucci to serve as a director because he provides day-to-day leadership as the current Chief Executive Officer of Paychex, giving him intimate knowledge of the Company, its operations, and opportunities.
| | Director Since: 2010 Age: 53 Board Committees: Executive (Chairman) Current Other Public Company Directorships: Cbeyond, Inc. | | | | | Joseph M. Tucci | | | | Mr. Tucci has been the Chairman of the Board of Directors of EMC Corporation, the world leader in information infrastructure technology and solutions, since January 2006. He has been Chief Executive Officer of EMC Corporation since January 2001, and President from January 2000 to July 2012. Mr. Tucci’s experience as Chief Executive Officer of EMC Corporation provides him with extensive executive management experience and knowledge of the challenges a company faces due to rapid changes in the marketplace. | | Director Since: 2000 Age: 66 Board Committees: Governance and Compensation (Chairman) Current Other Public Company Directorships: EMC Corporation (Chairman of the Board) and VMware, Inc. (Chairman of the Board) | | | | | Joseph M. Velli | | | | Mr. Velli has been Chairman and Chief Executive Officer of BNY ConvergEx Group, LLC, a leading global agency brokerage and technology company offering a comprehensive suite of investment services, since October 2006. Prior to the formation of BNY ConvergEx Group, he was a Senior Executive Vice President of The Bank of New York since September 1998 and assumed the additional role of Chief Executive Officer of BNY Securities Group in October 2002. He is also a member of the E*Trade Bank board. Mr Velli has extensive knowledge of the capital markets and plays a key role in the Board’s discussions of the Company’s investments and liquidity. | | Director Since: 2007 Age: 55 Board Committees: Investment, Executive, and Governance and Compensation Current Other Public Company Directorships: E*Trade Financial Corporation |
DIRECTOR COMPENSATION
FOR THE FISCAL YEAR ENDED MAY 31, 20112013 Director compensation is set by the Governance and Compensation Committee and approved by the Board. The Board’s authority cannot be delegated to another party. The Company’s management does not play a role in setting Board compensation. The Company compensates the independent directors of the Board using a combination of cash and equity-based compensation. The Company’s management does not play a role in setting Board compensation. Martin Mucci, President and Chief Executive Officer (“CEO”) of the Company since September 2010, and Jonathan J. Judge, former President and CEO of the Company, received, receives no compensation for theirhis services as directors. Thedirector. Rather, the compensation received by Mr. Mucci and Mr. Judge in their roleshis role as President and CEO areis shown in the Fiscal 20112013 Summary Compensation Table, contained in the Named Executive Officer Compensation Sectionsection of this Proxy Statement. Cash CompensationThe table below presents the total compensation received from the Company by all directors for fiscal year ended May 31, 2013 ("fiscal 2013").
| | | | | | | | | | | | | | | | | | Name (a) | | Fees Earned or Paid in Cash ($) (b) | | Stock Awards ($) (c) | | Option Awards ($) (d) | | Total ($) | | B. Thomas Golisano | | $ | 237,500 |
| | $ | — |
| | $ | — |
| | $ | 237,500 |
| | Joseph G. Doody | | $ | 80,000 |
| | $ | 57,708 |
| | $ | 55,843 |
| | $ | 193,551 |
| | David J. S. Flaschen | | $ | 112,500 |
| | $ | 57,708 |
| | $ | 55,843 |
| | $ | 226,051 |
| | Phillip Horsley | | $ | 82,500 |
| | $ | 57,708 |
| | $ | 55,843 |
| | $ | 196,051 |
| | Grant M. Inman | | $ | 92,500 |
| | $ | 57,708 |
| | $ | 55,843 |
| | $ | 206,051 |
| | Pamela A. Joseph | | $ | 85,000 |
| | $ | 57,708 |
| | $ | 55,843 |
| | $ | 198,551 |
| | Joseph M. Tucci | | $ | 90,000 |
| | $ | 57,708 |
| | $ | 55,843 |
| | $ | 203,551 |
| | Joseph M. Velli | | $ | 87,500 |
| | $ | 57,708 |
| | $ | 55,843 |
| | $ | 201,051 |
|
Fees Earned or Paid in Cash (Column (b)) The amounts reported in the Fees Earned or Paid in Cash column reflect the annual cash compensation paid to the independent directors in effect for the during fiscal year ended May 31, 2011 (“fiscal 2011”) is as follows: | | | | | | Compensation Element | | Amount | | | | Annual cash retainer, applicable to all independent directors | | $ | 70,000 | | | Audit Committee member annual retainer | | $ | 10,000 | | | Governance and Compensation Committee member annual retainer | | $ | 7,500 | | | Investment Committee member annual retainer | | $ | 5,000 | | | Executive Committee member annual retainer | | $ | 5,000 | | | Audit Committee Chair annual retainer | | $ | 20,000 | | | Governance and Compensation Committee Chair annual retainer | | $ | 12,500 | |
The2013, whether or not such fees were deferred. Annual cash compensation componentfor independent directors is comprised solely of annual retainers, which are paid in quarterly installments. TheThese retainers are paid for participation on the Board with separate retainers for committee membership. In addition to their committee membership retainers, the chairs of the Audit Committee and Governance and Compensation Committee were included to provide compensationreceive retainers in recognition for those Board members who contribute additionaltheir time contributed in preparation for committee meetings. These amounts are in addition to member annual retainer amounts. Effective July 7, 2010,The annual retainers were increased toin effect for fiscal 2013 are as follows:
| | | | | | | Compensation Element | | Amount | | Annual cash retainer, applicable to all independent directors | | $ | 70,000 |
| | Audit Committee member annual retainer | | $ | 10,000 |
| | Governance and Compensation Committee member annual retainer | | $ | 7,500 |
| | Investment Committee member annual retainer | | $ | 5,000 |
| | Executive Committee member annual retainer | | $ | 5,000 |
| | Audit Committee Chair annual retainer | | $ | 20,000 |
| | Governance and Compensation Committee Chair annual retainer | | $ | 12,500 |
|
Board cash compensation for the levels noted above. The most significant change was in the annual retainer, increasing $25,000 to $70,000. independent directors remains unchanged for fiscal 2013. Mr. Golisano, who is not an independent director, receivedreceives an annual retainer of $200,000$250,000 for his services as Chairman of the Board, paid in quarterly installments. This reflectsannual retainer was increased from an increaseannual retainer of $60,000 effective July 7, 2010,$200,000 in conjunctionOctober 2012.
Equity Awards: Stock Awards (Column (c)) and Options Awards (Column (d)) The amounts reported in the Stock Awards and Option Awards columns reflect the grant-date fair value of restricted stock awards and option awards, respectively, granted to each director, and do not reflect whether the recipient has actually received a financial gain from these awards (such as a lapse in the restrictions on a restricted stock award or by exercising stock options). For fiscal 2013, the equity-based compensation structure for independent directors was based on a total value of approximately $115,000 per director, with approximately 50% awarded in the other increases to director cash compensation. The Chairman of the Board does not receive any other cash or equity-based compensation.
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Equity-Based Compensation
Equity-based compensation consists of a blendform of stock options and 50% in the form of restricted stock. In July 2010, the restricted stock awards granted in July 2007 lapsed. For Messrs. Flaschen, Inman, and Tucci and Ms. Joseph, 1,334 shares lapsed resulting in a value of $34,244 each. For Mr. Velli, 2,001 shares lapsed resulting in a value of $51,366. In July 2010,2012, all independent directors Messrs. Flaschen, Inman, Tucci, and Velli and Ms. Joseph received an annual equity award under the Paychex, Inc. 2002 Stock Incentive Plan, as amended and restated October 13, 2010 (the “2002 Plan”) as follows:composed of the following:
| | | | | | | | | Restricted Stock Awards | | Option Awards | | | | Grant Date | | July 7, 2010 | | July 7, 2010 | | Exercise Price | | NA | | $26.02 | | Quantity | | 1,922 | | 7,686 | | Vesting Schedule | | On the third anniversary of the date of grant. | | One-third per annum over three years from the date of grant. | | Certain Restrictions | | Shares may not be sold during the director’s tenure as a member of the Board, except as necessary to satisfy tax obligations. | | | | Other | | Upon the discretion of the Board, unvested shares may be accelerated in whole or in part for certain events including, but not limited to, director retirement.(1) | | Unvested options outstanding upon the retirement of a Board member will be canceled. |
| | | | | | | | | Restricted Stock Awards | | Option Awards | | Grant Date | | July 12, 2012 | | July 12, 2012 | | Exercise Price | | NA | | $31.50 | | Quantity | | 1,832 | | 15,052 | Fair Value (1) | | $31.50 | | $3.71 | | Vesting Schedule | | On the first anniversary of the date of grant. | | On the first anniversary of the date of grant. | | Certain Restrictions | | Shares may not be sold during the director’s tenure as a member of the Board, except as necessary to satisfy tax obligations. | | | Other (2) | | Upon the discretion of the Board, unvested shares may be accelerated in whole or in part for certain events including, but not limited to, director retirement. | | Unvested options outstanding upon the retirement of a Board member will be canceled. |
| | (1) | The fair value of restricted stock awards is determined based on the closing price of the underlying common stock on the date of grant. The fair value of stock option awards is determined using a Black-Scholes option pricing model. The assumptions used in determining the fair value of $3.71 per share for these options were: risk-free rate of 0.8%; dividend yield of 4.3%; volatility factor of 0.24; and expected option term life of 5.5 years. |
| | (1)(2)
| | Retirement eligibility for this purpose begins at age 55 or older with ten years of service as a member of the Board. |
WithAs of May 31, 2013, each director had the July 2010 award, the equity-based compensation structure for independent directors was based on a total value of approximately $100,000 per director, with approximately 50% awarded in the form of stock options and 50% in the form of restricted stock. The total estimated value was reduced from a previous target of $120,000 with the increase to director annual retainers as noted previously under “Cash Compensation.” The quantity offollowing equity awards granted varies based on the estimated fair value as of the grant date.outstanding:
On October 13, 2010, Mr. Doody was granted 5,765 options to purchase common stock at an exercise price of $27.63 and 1,442 shares of restricted stock. The terms of these grants are similar to the equity awards granted in July 2010, with the exception that both awards vest fully on the first anniversary of the grant date. These awards were granted to Mr. Doody upon his appointment to the Board. The award quantities are based on a proration of 75% of the quantities awarded to directors in July 2010. | | | | | | | | | Director | | Restricted Stock Outstanding (Shares) | | Stock Options Outstanding (Shares) | | Joseph G. Doody | | 1,832 |
| | 32,285 |
| | David J. S. Flaschen | | 3,754 |
| | 78,706 |
| | Phillip Horsley | | 1,832 |
| | 26,520 |
| | Grant M. Inman | | 3,754 |
| | 78,706 |
| | Pamela A. Joseph | | 3,754 |
| | 58,706 |
| | Joseph M. Tucci | | 3,754 |
| | 88,706 |
| | Joseph M. Velli | | 3,754 |
| | 55,706 |
|
Subsequent Events In July 2011,2013, the Board granted each independent director 11,46812,156 options to purchase shares of the Company’s common stock at an exercise price of $31.63$38.89 per share and 1,6521,564 shares of restricted stock. The terms of these awards were similar to the equity awards granted in July 2010, with the exception that these awards vest on the first anniversary of the grant date.2012. The award quantities are based on an estimated total value of approximately $100,000. $115,000 per director. Deferred Compensation Plan We maintain a non-qualified and unfunded deferred compensation plan in which all independent directors are eligible to participate. Directors may elect to defer up to 100% of their Board cash compensation. Gains and losses are credited based on the participant’s selection of a variety of designated investment choices, which the participant may change at any time. We do not match any participant deferral or guarantee a certain rate of return. The interest rates earned on these investments are not above-market or preferential. Refer to the Non-Qualified Deferred Compensation table and discussion within the Named Executive Officer Compensation section of this Proxy Statement for a listing of investment funds available to participants and the annual rates of return on those funds. Mr. Flaschen defers 100% of his Board cashDuring fiscal 2013, no directors deferred compensation under thisthe plan. No other directors participate in the plan at this time.
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Benefits We reimburse each director for expenses associated with attendance at Board and committee meetings. Stock Ownership Guidelines The Governance and Compensation Committee set a stock ownership guidelineguidelines for our independent directors with a value of four times his or her annual Board retainer, not including any committee retainers. TheIn July 2013, the stock ownership guideline was increased to five times the annual Board retainer. The ownership guidelines were established to provide long-term alignment with stockholders’ interests. The independent directors are expected to attain the ownership guideline within five years after the later of first becoming a director or the initial adoption of the guideline. Directors must hold underlying stock received through restricted stock awards until their service on the Board is complete, with the exception of those shares sold as necessary to satisfy tax obligations. For the purpose of achieving the ownership guideline, unvested restricted stock awarded to the directors is included. All independent directors are compliant with the stock ownership guidelines. Prohibition on Hedging or Speculating In Company Stock Directors must adhere to strict standards with regards to trading in the Company’sPaychex stock. They may not, among other things: speculatively trade in Paychex stock; short sell any securities of the Company; or buy or sell puts or calls on the Company’s securities.
CORPORATE GOVERNANCE
The Board recognizes the fundamental principle that good corporate governance is critical to organizational success and the protection of stockholder value. As such, the Board has adopted a set of Corporate Governance Guidelines as a statement of principles guiding the Board’s conduct. These principles are intended to be interpreted in the context of all applicable laws and the Company's Certificate of Incorporation, By-laws, and other governing documents. A copy of these guidelines can be found on our website at: http://investor.paychex.com/governance. Board Leadership Structure | | | | | • | speculatively trade in the Company’s stock; | | | • | short sell any securities of the Company; or | | | • | buy or sell puts or calls on the Company’s securities. |
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Fiscal 2011 Director Compensation
The table below presents the total compensation received from the Company by all directors for fiscal 2011.Board’s current leadership structure is comprised of: | | | | | | | | | | | | | | | | | | | | | Fees Earned
| | | | | | | | | | or Paid in
| | Stock Awards
| | Option Awards
| | Total
| Name | | Cash ($)(1) | | ($)(2),(4) | | ($)(3),(4) | | ($) | | | | B. Thomas Golisano | | $ | 200,000 | | | $ | — | | | $ | — | | | $ | 200,000 | | Joseph G. Doody(5) | | $ | 40,000 | | | $ | 39,842 | | | $ | 21,227 | | | $ | 101,069 | | David J. S. Flaschen(6) | | $ | 112,500 | | | $ | 50,010 | | | $ | 30,541 | | | $ | 193,051 | | | Grant M. Inman | | $ | 92,500 | | | $ | 50,010 | | | $ | 30,541 | | | $ | 173,051 | | | Pamela A. Joseph | | $ | 82,500 | | | $ | 50,010 | | | $ | 30,541 | | | $ | 163,051 | | | Joseph M. Tucci | | $ | 90,000 | | | $ | 50,010 | | | $ | 30,541 | | | $ | 170,551 | | | Joseph M. Velli | | $ | 85,000 | | | $ | 50,010 | | | $ | 30,541 | | | $ | 165,551 | |
| | | (1) | | The amounts in this column are as described previously under “Cash Compensation.” | | (2) | | Except for Mr. Doody as discussed in note 5, the amounts in this column reflect the fair value of $26.02 per share for restricted stock awards granted on July 7, 2010, and do not reflect whether the recipient has actually realized a financial gain from these awards (such as a lapse in a restricted stock award). The fair value of restricted stock awards is determined based on the closing price of the underlying common stock on the date of grant. | | (3) | | Except for Mr. Doody as discussed in note 5, the amounts in this column reflect the fair value of $3.97 per option granted on July 7, 2010, as determined using a Black-Scholes option pricing model, and do not reflect whether the recipient has actually realized a financial gain from these awards (such as by exercising stock options). Refer to note 3 to the Fiscal 2011 Summary Compensation Table, contained in the Named Executive Officer Compensation section of this Proxy Statement, for the assumptions used in determining the fair value of these awards. | | (4) | | As of May 31, 2011, each director had unvested restricted stock outstanding as follows: Mr Doody — 1,442 shares; Mr. Flaschen — 5,672 shares; Mr. Inman — 5,672 shares; Ms. Joseph — 5,672 shares; Mr. Tucci— 5,672 shares; and Mr. Velli — 5,672 shares. As of May 31, 2011, each director had the following number of options outstanding: Mr. Doody — 5,765; Mr. Flaschen — 67,186; Mr. Inman — 67,186; Ms. Joseph — 32,186; Mr. Tucci — 67,186; and Mr. Velli — 29,186. | | (5) | | Mr. Doody was appointed to the Board in October 2010. On October 13, 2010, he was granted restricted stock awards with a fair value of $27.63 per share and stock options with a fair value of $3.68 per share. For the stock options, the fair value was determined using the following assumptions: risk-free interest rate of 1.2%; dividend yield of 4.3%; volatility factor of .25; and expected option term life of 5.0 years. | | (6) | | Mr. Flaschen defers 100% of his cash fees earned to our non-qualified and unfunded deferred compensation plan. |
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PROPOSAL 2 • ADVISORY VOTE ON EXECUTIVE COMPENSATION
We are asking our stockholders to provide advisory approval for our NEO compensation, as described in the Compensation Discussion and Analysis (the “CD&A”) section and Named Executive Officer Compensation section of this Proxy Statement. This proposal, commonly known as a“say-on-pay” proposal, gives our stockholders an opportunity to express their views on the overall compensation of our NEOs and the philosophy, policies, and practices as described in this Proxy Statement. We encourage stockholders to read the sections of this Proxy Statement referenced, which provide detailed information on the Company’s compensation policies and practices, and overall compensation of our NEOs.
Our executive compensation programs are designed to attract, develop, motivate, and retain highly qualified NEOs, who are critical to our success. We believe in apay-for-performance approach to NEO compensation, and under our compensation programs, the NEOs are rewarded for the achievement of specific annual and longer-term strategic and financial goals of the Company. Some key aspects of our compensation programs are as follows:
| | | | • | NEO compensation is evaluated and determined by our Governance and Compensation Committee, which is comprised of all independent directors. This committee utilizes the services of an independent consultant to advise them on matters of executive compensation. | | | • | Our executive compensation program is designed to implement core compensation principles, including alignment with shareholder interests, long-term value creation, andpay-for-performance. This is done through a mix of fixed and variable compensation. In addition, a mix of annual and long-term incentive programs creates a balance between short-term and long-term focus, reducing risk in the compensation programs. | | | • | In fiscal 2011, the equity-based long-term incentive awards were changed to include a mix of option awards, time-vested restricted stock awards, and performance awards. The performance awards were added to drive longer-term financial goals anticipated to increase shareholder value. | | | • | The Governance and Compensation Committee used its discretion to award only time-vested restricted stock to certain officers nearing retirement, to encourage retention. | | | • | The Board approved achange-in-control plan for officers of the Company to secure their continued service and ensure optimization of stockholder value in the event of achange-in-control. The plan outlines standard severance arrangements for executives if involuntary termination occurs within twelve months of achange-in-control event. The value of the benefits under the plan are conservative relative to our Peer Group and the plan does not provide for taxgross-ups. |
In addition, we have compensation practices that ensure consistent leadership and decision-making, certain of which are intended to mitigate risk. These include:
| | | | • | Stock ownership guidelines for directors and executive officers. | | | • | A long-standing insider trading policy. | | | • | Equity-based compensation agreements contain certain non-compete and other forfeiture provisions that will allow the Company to cancel all or any outstanding portion of equity awards and recover the gross value of any vested restricted shares or profits from exercises of option awards. | | | • | Employment of all executive officers “at will.” |
The Governance and Compensation Committee and the Board believe that the policies, procedures, and amounts of compensation discussed here and described further in this Proxy Statement are effective in achieving the desired goals of aligning our executive compensation structure with the interests of our stockholders. To indicate approval of our executive compensation, a majority of the shares present in person or by proxy and entitled to vote at the Annual Meeting must be voted for the proposal.
Thissay-on-pay vote is advisory, and therefore is not binding on the Company, the Governance and Compensation Committee, or our Board. Our Board values the opinions of our stockholders and, to the extent that there is any significant vote against the NEO compensation as disclosed in this Proxy Statement, we will
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consider our stockholders concerns and the Governance and Compensation Committee will evaluate whether actions are necessary to address these concerns.
The Board of Directors recommends a vote FOR the advisory vote approving the executive compensation, as disclosed in this Proxy Statement.
PROPOSAL 3 • ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION
In addition to the advisorysay-on-pay vote, we are seeking a stockholder advisory vote on the frequency of futuresay-on-pay votes, as provided in Proposal 2. Stockholders may indicate how often they would prefer asay-on-pay advisory vote to occur: every year, every two years, or every three years. In addition, stockholders may abstain from voting. The Dodd-Frank Wall Street Reform and Consumer Protection Act requires the Company to hold the advisory vote on the frequency ofsay-on-pay votes at least once every six years.
After careful consideration, our Board has determined that an annualsay-on-pay vote is the most appropriate for the Company at this time, and recommends that stockholders vote for the Company to hold annual advisory votes on executive compensation, as decisions on executive compensation are made annually. We believe that an annual advisorysay-on-pay vote allows us to obtain frequent and timely input from our stockholders regarding corporate governance and executive compensation philosophy, policies, and practices.
The option of one year, two years, or three years that receives the majority of votes cast will be the frequency for the advisorysay-on-pay vote that has been selected by the stockholders. However, as this is an advisory vote, it is not binding on the Company or the Board. The Board will take into account the opinion of our stockholders when determining which frequency for futuresay-on-pay votes is best suited to the Company.
The Board of Directors recommends a vote for a frequency of EVERY YEAR for which stockholders will have an opportunity to cast an advisory vote on the compensation of the Company’s NEOs as set forth in the Proxy Statement.
PROPOSAL 4 • RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Audit Committee has appointed the firm of Ernst & Young LLP as the Company’s independent accountants for the fiscal year ending May 31, 2012. Although action by stockholders in this matter is not required, the Audit Committee believes that it is appropriate to seek stockholder ratification of this appointment and to seriously consider stockholder opinion on this issue. If the stockholders do not ratify the appointment, the Audit Committee will review its future selection of the independent accountants, but may still retain them.
Representatives from Ernst & Young LLP, the Company’s independent accountants since 1983, will be present at the Annual Meeting, will be afforded the opportunity to make any statements they wish, and will be available to respond to appropriate questions from stockholders.
To ratify the appointment of Ernst & Young LLP, a majority of the shares present in person or by proxy and entitled to vote at the Annual Meeting must be voted for the proposal.
The Board of Directors recommends a vote FOR the proposal to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending May 31, 2012.
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Fees For Professional Services
The following table shows the aggregate fees for professional services rendered for the Company by Ernst & Young LLP:
| | | | | | | | | | | | | Year Ended May 31, | | | | | 2011 | | | 2010 | | | | | Audit fees | | $ | 744,000 | | | $ | 737,000 | | | Audit-related fees | | | 49,000 | | | | 45,000 | | | All other fees | | | 65,000 | | | | — | | | | | | | | | | | | | Total fees | | $ | 858,000 | | | $ | 782,000 | | | | | | | | | | | |
Audit feesfor fiscal 2011 and for the fiscal year ended May 31, 2010 (“fiscal 2010”) were for professional services rendered for the audits of the Company’s annual consolidated financial statements, reviews of the financial statements included in the Company’s Quarterly Reports onForm 10-Q, audits of the effectiveness of internal control over financial reporting, and for statutory and regulatory filings.
Audit-related feesfor fiscal 2011 and fiscal 2010 were for employee benefit plan audits.
All other feesfor fiscal 2011 were for an information technology data security review. There were no tax or other non-audit-related services provided by the independent accountants for fiscal 2010.
Audit Committee Policy on Pre-Approval of Services of Independent Accountants
The Audit Committee’s policy is to pre-approve all audit and permissible non-audit services provided by the independent accountants. The Audit Committee pre-approved all such audit and audit-related services provided by the independent accountants during fiscal 2011 and fiscal 2010.
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REPORT OF THE AUDIT COMMITTEE
The Audit Committee of the Board of Directors oversees the Company’s financial reporting process on behalfChairman of the Board and is composed entirely ofnon-independent director (Mr. Golisano);
the President and CEO as a non-independent director (Mr. Mucci); an independent directors. The Audit Committee is governed bydirector serving as a written charterLead Independent Director (Mr. Tucci); and its primary responsibilities are highlighted in the Corporate Governance section of this Proxy Statement. Paychex management is responsible for the preparation of the consolidated financial statements, the financial reporting process, and for the Company’s internal controls over financial reporting. Ernst & Young LLP, the Company’ssix additional independent accountants, is responsible for performing independent audits of the Company’s consolidated financial statements in accordance with the standards of the Public Company Accounting Oversight Board. The independent accountants are also responsible for expressing an opinion on the effectiveness of the Company’s internal controls over financial reporting. The Audit Committee monitors and oversees these processes.
As part of the oversight processes, the Audit Committee regularly meets with management, the Company’s internal auditors, and the independent accountants. The Audit Committee meets with the internal auditors and independent accountants, with and without management present, to discuss the overall scope and plans for various audits, results of their examinations, their evaluations of the Company’s internal controls, and the overall quality and effectiveness of the Company’s financial reporting process and legal and ethical compliance programs, including the Company’s Code of Business Ethics and Conduct. The Audit Committee held six meetings during fiscal 2011 and had full access to each of the aforementioned parties.
In fulfilling its oversight responsibilities, the Audit Committee has reviewed and discussed with management and the independent accountants the consolidated financial statements for fiscal 2011, including a discussion on the quality and acceptability of the Company’s accounting policies, the reasonableness of significant judgments and estimates, and the clarity of disclosures in the consolidated financial statements. The Audit Committee also monitored the progress and results of testing of internal controls over financial reporting, reviewed reports from management and internal audit regarding design, operation, and effectiveness of internal controls over financial reporting, and reviewed the report from the independent accountants regarding the effectiveness of the Company’s internal control over financial reporting.
The Audit Committee has discussed with the independent accountants the matters required to be discussed by Statement on Auditing Standards No. 61 (Codification of Statements on Auditing Standards, AU 380) and SEC Rule 207. The independent accountants have provided the Audit Committee with the written disclosures and the letter required by the Public Company Accounting Oversight Board regarding independent accountants’ communications with the audit committee concerning independence, and the Audit Committee has discussed with the independent accountants and management the accountants’ independence.
Based upon the reviews and discussions referred to above, the Audit Committee recommended and the Board approved that the audited consolidated financial statements be included in the Company’sForm 10-K for fiscal 2011 for filing with the SEC. The Audit Committee has recommended for approval by the Board the selection of the Company’s independent accountants.
The Audit Committee:
David J. S. Flaschen,Chairman
Joseph G. Doody
Grant M. Inman
Pamela A. Joseph
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CORPORATE GOVERNANCE
Information About the Board of Directors and Corporate Governance
directors. The Board is electedbelieves this structure provides a well-functioning and effective balance between strong Company leadership and appropriate safeguards and oversight by the stockholders to oversee the overall success of the Company, review its operational and financial capabilities, and periodically assess its long-term strategic objectives. The Board serves as the final decision-making body of the Company, except for those matters for which authority is reserved for, or shared with, the stockholders. The Board selects and oversees the members of senior management, who are charged by the Board with conducting theday-to-day business of the Company. independent directors. The Board currently separates the role of Chairman of the Board from the CEO. The Board believesWe believe that the Company is best served by having a Chairman who has in-depth knowledge of the Company’s operations and the industry, but is not involved in theday-to-day operations of the Company. Mr. Golisano’s extensive experience as founder and former CEO qualifies him to lead the Board, particularly as it focuses on strategic risks and opportunities facing the Company. Our corporate governance guidelines also provide that the Board will designate a Lead Independent Director currently Mr. Tucci, who has the responsibility for conducting regularly scheduled executive sessions of the independent directors. The Board held four meetings during fiscal 2011directors and two conference calls. Tosuch other responsibilities as the extent practicable,independent directors are expected to attend all Board meetings and meetings of the committees on which they serve. During fiscal 2011, each director attended more than 90% of the Board meetings and committee meetings on which the director served. Directors are encouraged to attend annual meetings of stockholders. All directors attended the 2010 Annual Meeting of Stockholders.
may assign. Regularly scheduled executive sessions of the independent members of the Board, without members of management present, are held in conjunction with meetings of the Board. As appropriate, matters presented to the Board by the Governance and Compensation Committee are reviewed and discussed in executive session by the independent directors, which in fiscal 2011 were all directors except for Mr. Golisano, Mr. Judge, and Mr. Mucci. directors. Risk Oversight One of the most important functions of the Board is oversight of risks inherent in the operation of the Company’s business. Senior management is responsible for the day-to-day management of risks facing the Company. The Board fulfills thisimplements its risk oversight function both as a whole and through delegation to Board committees. The Board receives regular reports from officers for oversight ofon particular risks within the Company, through review of the Company’s strategic plan, and through delegation of certainregular communication with its committees. The Board committees, which meet regularly and report back to the full Board, play significant roles in carrying out the risk oversight functions to various committees. management function. In general, the committees oversee the following risks: The Audit Committee has oversight responsibility for the areas ofoversees risks related to financial risk,controls; legal, regulatory and compliance risks; data security risk, compliance risk,risk; and fraud risk. The Investment Committee has established a policy outlining risk-tolerance and detailing requirements for the Company’s investment portfolios, and oversees compliance with that policy. The Governance and Compensation Committee oversees risks related to compensation programs, as discussed in greater detail below,on the next page, as well as risks related to corporate governance matters including succession planning, director independence, and related person transactions.
The responsibilities of each committee are detailed in the individual committee charters, which are available on the Company’s website and are summarized in the Board of Directors Committees“Board Meetings and Committees” section that follows. The Governance and Compensation Committee regularly reviews the risks and rewards associated with our compensation programs. The programs are designed with features that mitigate risk without diminishing the incentive nature of the compensation. As part of its risk oversight, the Board conductedGovernance and Compensation Committee conducts an annual assessment of risks arising from the Company’s compensation programs. The Governance and Compensation Committee reviewed such programs with its independent compensation consultant. The Governance and Compensation Committee’s assessment included the following: a review of mitigating factors including the performance metrics used in each compensation arrangement, arrangement; the balance of fixed and variable and short-term and long-term compensation, compensation; and stock ownership guidelines, and recoupment, and other forfeiture provisions. Based on this review, the Governance and Compensation Committee concluded that its compensation policies and procedures are not reasonably likely to have a material adverse effect on the Company.
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Board Meetings and Committees Our Corporate Governance Guidelines require that our Board meet at least four times per year. The Board held four meetings and one special meeting via teleconference in fiscal 2013. To the extent practicable, directors are expected to attend all Board meetings and meetings of the committees on which they serve. During fiscal 2013, each director attended more than 90% of the Board meetings and committee meetings on which the director served. Directors Committeesare expected to attend the Company's Annual Meetings of Stockholders. All of our current directors attended the 2012 Annual Meeting of Stockholders. The Board has established four standing committees with the following director assignments and independence determination: | | | | | | | | | | | | | | | | | | | | | | | Governance and
| | | | | | Executive
| | Audit
| | Investment
| | Compensation
| Name | | Independence(1) | | Committee | | Committee | | Committee | | Committee | | | | B. Thomas Golisano | | | | X | | | | | | | | Martin Mucci | | | | Chairman | | | | | | | | Joseph G. Doody | | X | | | | X | | | | | | David J. S. Flaschen | | X | | | | Chairman | | X | | X | | Grant M. Inman | | X | | | | X | | Chairman | | X | | Pamela A. Joseph | | X | | X | | X | | | | | | Joseph M. Tucci | | X | | | | | | | | Chairman | | Joseph M. Velli | | X | | X | | | | X | | X | | Number of meetings held by committee during fiscal 2011 | | | | 2 | | 6 | | 1 | | 5 |
| | | | | | | | | | | | | Name | | Independence (1) | | Executive Committee | | Audit Committee (2) | | Investment Committee | | Governance and Compensation Committee (3) | | B. Thomas Golisano | | | | X | | | | | | | | Martin Mucci | | | | Chairman | | | | | | | | Joseph G. Doody | | X | | | | X | | | | | David J. S. Flaschen (4) | | X | | | | Chairman | | X | | X | | Phillip Horsley | | X | | | | | | X | | X | | Grant M. Inman | | X | | | | X | | Chairman | | X | | Pamela A. Joseph | | X | | X | | X | | | | | | Joseph M. Tucci | | X | | | | | | | | Chairman | | Joseph M. Velli | | X | | X | | | | X | | X | | Number of meetings held by committee during fiscal 2013 | | | | 1 | | 6 | | 3 | | 3 |
| | | (1) | | Directors are independent within the meaning of applicable SEC and NASDAQ director independence standards. |
| | (2) | All members of the Audit Committee meet the independence, experience, and other applicable NASDAQ listing requirements and applicable SEC rules regarding independence. |
| | (3) | All members of the Governance and Compensation Committee meet the NASDAQ independence criteria. |
| | (4) | Mr. Flaschen qualifies as an “Audit Committee Financial Expert,” as defined by applicable SEC rules. |
Executive Committee Note: Phillip Horsley was appointed to the Board in July 2011, and serves on the Investment and Governance and Compensation Committees.
The Board has determined that all members of the Audit Committee meet the independence, experience, and other applicable NASDAQ listing requirements and applicable SEC rules regarding independence, and that Mr. Flaschen qualifies as an “Audit Committee Financial Expert,” as defined by applicable SEC rules. The Board has also determined that all members of the Governance and Compensation Committee meet the NASDAQ independence criteria.
Executive Committee.The primary responsibility of the Executive Committee is to exercise all the powers and authority of the Board except as limited by law.
Audit Committee Audit Committee.The primary responsibilities of the Audit Committee are to:
| | | | • | serve as an independent and objective party to monitor the Company’s financial reporting process, internal control system, and financial risk management processes; | | | • | review the performance and independence of the Company’s independent accountants; | | | • | review and appraise the performance of the Company’s internal auditors; | | | • | provide an open avenue of communication among the independent accountants, financial and senior management, the internal auditors, and the Board; and | | | • | review significant risk exposures and processes to monitor, control, and report such exposures; annually reporting on such information to the Board. |
review the performance and independence of the Company’s independent accountants; review and appraise the performance of the Company’s internal auditors; provide an open avenue of communication among the independent accountants, financial and senior management, the internal auditors, and the Board; and review significant risk exposures and processes to monitor, control, and report such exposures; annually reporting on such information to the Board. Investment Committee.Committee The primary responsibilities of the Investment Committee are to: | | | | • | review the Company’s investment policies and strategies, and the performance of the Company’s investment portfolios; and | | | • | determine that the investment portfolios are managed in compliance with the established investment policy. |
determine that the investment portfolios are managed in compliance with the established investment policy. Governance and Compensation Committee.Committee The primary responsibilities of the Governance and Compensation Committee are to: | | | | • | evaluate and determine compensation for the directors, CEO, and senior executive officers; |
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| | | | • | provide general oversight with respect to governance of the Board, including periodic review and assessment of corporate governance policies; | | | • | evaluate compensation policies for mitigating factors on risks that are reasonably likely to have a material adverse effect on the Company; | | | • | identify, evaluate, and recommend to the Board candidates for nomination for election to the Board; and | | | • | review annually the independence of directors. |
provide general oversight with respect to governance of the Board, including periodic review and assessment of corporate governance policies; evaluate compensation policies for mitigating factors on risk that are reasonably likely to have a material adverse effect on the Company; identify, evaluate, and recommend to the Board candidates for nomination for election to the Board; and review annually the independence of directors. The Audit, Investment, and Governance and Compensation Committees’ responsibilities are more fully described in each committee’s charter adopted by the Board, which are accessible on the Company’s website atwww.paychex.com at the Investor Relations section under “Corporate Governance.”http://investor.paychex.com/governance.
Nomination Process The Governance and Compensation Committee functions as our nominating committee.is responsible for recommending candidates to the full Board to either fill vacancies or stand for election at each annual meeting of stockholders. The committee follows the Board’s Nomination Policy, which is included in the Governance and Compensation Committee Charter. The Board does not have a formal policy regarding diversity. However, the Board has determined that it is necessary for the continued success of the Company to ensure that the Board is composed of individuals having a variety of complementary experience, education, training, and relationships relevant to the then-current needs of the Board and the Company. The Board’s Nomination Policy included in the Governance and Compensation Committee Charter is intended to achieve this result. In evaluating candidates for nomination to the Board, including candidates for nomination recommended by a stockholder, the Nomination Policy requires Governance and Compensation Committee members to consider the contribution that a candidate for nomination would be expected to make to the Board and the Company, based upon the current composition and needs of the Board, and the candidate’s demonstrated business judgment, leadership abilities, integrity, prior experience, education, training, relationships, and other factors that the Board determines relevant. In identifying candidates for nomination to fill vacancies created by the expiration of the term of any incumbent director, the Nomination Policy requires Governance and Compensation Committee members to determine whether such incumbent director is willing to stand for re-election and, if so, to take into consideration the value to the Board and to the Company of their continuity and familiarity with the Company’s business. The Board has previously used a third-party search firm to identify director candidates and the charter authorizes the Governance and Compensation Committee to continue this practice. The Nomination Policy requires the Governance and Compensation Committee to consider candidates for nomination to the Board recommended by any reasonable source, including stockholders. Stockholders who wish to do so may recommend candidates for nomination by identifying such candidates and providing relevant biographical information in written communications to the Chairman of the Governance and Compensation Committee in accordance with the policy described in the section entitled “Communications with the Board of Directors.” Policy on Transactions with Related Persons Related persons include our executive officers, directors, director nominees, and holders of more than 5% of our stock, as well as their immediate family members. It is the Company’s policy to avoid transactions with related persons. However, there may be occasions when a transaction with a related person is in the best interest of the Company. The Company’s policies and procedures for review and approval of related-person transactions appear in the Company’s Standards of Conduct, Conflict of Interest, and Employment of Relatives Standards, which are internally distributed, and in the Company’s Code of Business Ethics and Conduct, which is posted on the Company’s website.website at http://investor.paychex.com/governance. All employeesOfficers are required to disclose specified transactions, which include certain financial interests in or relationships with any supplier, customer, partner, subcontractor, or competitor; serving on the board of non-profit organizations; and engaging in any activity that could create the appearance of a conflict of interest, including financial involvement or dealings with employees or representatives of the types of entities listed above. The Company reviews and determines if a conflict of interest exists related to any such transactions. For officers, the Company’s Chief Financial Officer (“CFO”) oversees the review of such transactions.
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Members of the Board are required to disclose to the Chairman of the Board or the ChairChairman of the Governance and Compensation Committee any situation that involves, or may reasonably be expected to involve, a conflict of interest with the Company, including engaging in any conduct or activities that would impair the Company’s relationship with any person or entity with which the Company has or proposes to enter into a business or contractual relationship.
The Company’s finance department annually reviews the Company’s listing of related parties for determination of potential related-person transactions that would be disclosable in the Company’s periodic reports or proxy materials under United States (“U.S.”) generally accepted accounting principles (“GAAP”) and SEC rules. The Governance and Compensation Committee is required to consider all questions of possible conflicts of interest of Board members and executive officers, including review and approval of transactions of the Company in excess of $120,000 in which a director, executive officer, or an immediate family member of a director or executive officer has an interest. For fiscal 2013, the following transactions were identified and communicated to the Governance and Compensation Committee: Mr. Tucci, a member of the Board, is the Chairman President, and Chief Executive Officer of EMC Corporation. During fiscal 2011,2013, the Company purchased through negotiated transactions approximately $5.7$6.5 million of data processing equipment and software from EMC Corporation. Mr. Tucci was not personally involved in the negotiation of these transactions. Mr. Doody, a member of the Board, is the President for North American Delivery, oneCommercial, a significant business segment of Staples, Inc. significant business segments. During fiscal 2011,2013, the Company purchased through negotiated transactions approximately $1.8$1.6 million of office supplies from Staples, Inc. Mr. Doody was not personally involved in the negotiation of these transactions. Mr. Judge, the Company’s former President and CEO and a former member of the Board until October 2010, is a member of the Board of Directors of Dun & Bradstreet Corporation. During fiscal 2011, the Company purchased $0.4 million of services from Dun & Bradstreet Corporation.
Governance and Compensation Committee Interlocks and Insider Participation None of the members of the Governance and Compensation Committee were at any time during fiscal 2011,2013, or at any other time, an officer or employee of the Company. Mr. Tucci, a member of the Board, is Chairman of the Governance and Compensation Committee, and is also an executive of EMC Corporation. As previously noted, above, the Company purchases data processing equipment and software from EMC Corporation. During fiscal 2011,2013, no member of the Governance and Compensation Committee or Board was an executive officer of another entity on whose compensation committee or board of directors an executive officer of Paychex served. Communications with the Board of Directors The Board has established procedures to enable stockholders and other interested parties to communicate in writing with the Board, including the chairman of any standing committee of the Board. Written communications should be clearly markedmarked: “Stockholder and Other Interested Parties — Board Communication,” and be mailed to Paychex, Inc. at 911 Panorama Trail South, Rochester, New York,14625-2396, Attention: Corporate Secretary. In the case of communications intended for committee chairmen, the specific committee must be identified. Any such communications that do not identify a standing committee will be forwarded to the Board. The Corporate Secretary will promptly forward all stockholder and other interested party communications to the Board or to the appropriate standing committee of the Board, as the case may be.
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SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE Section 16(a) of the Exchange Act requires directors, executive officers, and beneficial owners of more than 10% of the Company’s common stock to file reports of their ownership and changes in their ownership of the Company’s equity securities with the SEC. Based solely on our review of information supplied to the Company and filings made with the SEC, the Company believes that during fiscal 2011,2013, its directors, executive officers, and greater than 10% beneficial owners have complied in a timely manner with all applicable Section 16 filing requirements, with one exception. Mr. Doody’s Form 3 filing upon becoming a member of the Board was filed timely, but was subsequently amended more than ten days after his appointment to the Board.requirements. CODE OF BUSINESS ETHICS AND CONDUCT The Company has a Code of Business Ethics and Conduct that applies to all of its directors, officers, and employees. The Company requires all to adhere to this code in addressing legal and ethical issues that they encounter in the course of doing their work. This code requires our directors, officers, and employees to avoid conflicts of interest, comply with all laws and regulations, conduct business in an honest and ethical manner, and otherwise act with integrity and in the Company’s best interest. All newly hired employees are required to certify that they have reviewed and understand this code. In addition, each year all employees are reminded of and asked to affirmatively acknowledge their obligation to follow the code. The Code of Business Ethics and Conduct is available for review on the Company’s website atwww.paychex.com at the Investor Relations section under “Corporate Governance.”http://investor.paychex.com/governance. The Company intends to disclose any amendment to, or waiver from, a provision of its Code of Business Ethics and Conduct that relates to any element of the code of ethics definition enumerated in Item 406 of SECRegulation S-K by posting such information on its website at the address specified above.
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PROPOSAL 2 l ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION We are asking our stockholders to provide advisory approval of the compensation of our NEOs. This proposal, commonly known as a “say-on-pay” proposal, gives our stockholders an opportunity to express their views on the overall compensation of our NEOs and the philosophy, policies, and practices as described in this Proxy Statement.Before you vote, we encourage you to read the Compensation Discussion and Analysis (“CD&A”) and Named Executive Officer Compensation sections of this Proxy Statement, which provide detailed information on the Company’s compensation policies and practices, and overall compensation of our NEOs. Compensation Programs Highlights Our executive compensation programs are designed to attract, motivate, and retain highly qualified NEOs, who are critical to our success. We strongly believe that our executive compensation - both pay opportunities and pay actually realized - should be tied to Company performance. Under our compensation programs, the NEOs are rewarded for the achievement of specific annual and longer-term strategic and financial goals of the Company. Some key aspects of our compensation programs that you should consider are: NEO compensation is evaluated and determined by our Governance and Compensation Committee, which is entirely comprised of independent directors. This committee utilizes the services of an independent consultant to advise them on matters of executive compensation. Our executive compensation program is designed to implement core compensation principles, including alignment with stockholders’ interests, long-term value creation, and pay-for-performance. On average, 84% of total target compensation for our CEO and 73% of total target compensation for other applicable NEOs for fiscal 2013 was variable, where the amount realized will be dependent on achievement of financial targets or, in the case of certain time-vested equity awards, the value of the Company’s stock. A mix of annual and long-term incentive programs creates a balance between short-term and long-term focus, reducing risk in the compensation programs. Our equity-based, long-term incentive awards include a mix of options, time-vested restricted stock awards, and performance shares. In addition, we have responsible compensation practices that ensure consistent leadership and decision-making, certain of which are intended to mitigate risk. These include: Stock ownership guidelines for directors and executive officers, designed to align the executives’ long-term financial interests with those of our stockholders. Prohibition of hedging of the Company’s stock for both directors and executive officers. A long-standing insider trading policy. Our Annual Officer Performance Incentive Program (the “annual incentive program”) and equity-based compensation agreements contain certain recoupment, non-compete, and other forfeiture provisions that will allow the Company to cancel all or any outstanding portion of equity awards and recoup the gross value of any payouts under the annual incentive program, vested restricted shares, or profits from exercises of options.
Advisory Vote The Governance and Compensation Committee, along with the Board, believe that the policies, procedures, and amounts of compensation discussed here, and described further in this Proxy Statement, are effective in achieving the desired goals of aligning our executive compensation structure with the interests of our stockholders. To indicate approval of our NEO compensation, a majority of the shares present in person or by proxy and entitled to vote at the Annual Meeting must be voted for the proposal. This say-on-pay vote is advisory, and therefore is not binding on the Company, the Governance and Compensation Committee, or our Board. Our Board values the opinions of our stockholders and, to the extent that there is any significant vote against the NEO compensation as disclosed in this Proxy Statement, we will consider our stockholders’ concerns and the Governance and Compensation Committee will evaluate whether actions are necessary to address these concerns. The Board of Directors recommends a vote FOR the advisory vote approving the Named Executive Officer compensation, as disclosed in this Proxy Statement. COMPENSATION DISCUSSION AND ANALYSIS Executive Summary 2011 Business and Financial Highlights
Our financial results for fiscal 2011 reflected continued gradual improvement in many of our key business indicators that had in the prior two years been challenged by the economic recession. These improvements resulted in a return toyear-over-year growth, after experiencing a decline in the previous year.
| | | Our performance targets incorporated into our executive compensation programs typically are based on the financial measures of service revenue and operating income, net of certain items. Service revenue for fiscal 2011 increased 5% compared to the prior year, and operating income, net of certain items, increased 7% for fiscal 2011 compared to the prior year. We also continued to manage our expenses, allowing our operating income, net of certain items, as a percent of service revenue to increase to 36.3% for fiscal 2011, up from 35.4% for fiscal 2010.
For more information about our fiscal 2011 business results, see the section of our Fiscal 2011 Annual Report onForm 10-K(“Form 10-K”) entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
In addition, during fiscal 2011, we had the following accomplishments:
| |  | | | | • We acquired two software-as-a-service companies, SurePayroll, Inc. and ePlan Services, Inc. These acquisitions opened up additional areas of the markets we serve. They leverage our strength in payroll and retirement services, offering expanded channels for selling.
• We introduced new service offerings, including the highly successful Paychex HR Essentials, an administrative services organization that provides support to our clients over the phone or online to help manage employee-related topics.
• We continued to invest in our product development and supporting technology by expanding our enhanced platform for payroll processing to additional products.
| |  |
During fiscal 2011, we had changes in our executive officer team as follows:
| | | | | • | Jonathan J. Judge resigned as President and CEO effective July 31, 2010 and did not stand for reelection to our Board in October 2010. | | | • | Martin Mucci, previously our Senior Vice President of Operations, was appointed President and CEO in September 2010 and appointed to the Board in October 2010. |
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| | | | • | John M. Morphy, Senior Vice President, CFO, and Secretary, announced his plans to retire in January 2012, and effective June 1, 2011, Mr. Efrain Rivera was appointed as his successor. Mr. Morphy continues to serve as Vice President of Finance until his retirement. | | | • | Delbert M. Humenik resigned as Senior Vice President of Sales and Marketing in October 2010. | | | • | William G. Kuchta, previously our Vice President of Organizational Development announced his plans to retire in October 2011, and Ms. Laurie L. Zaucha was appointed in March 2011 to be his successor. Mr. Kuchta continues to serve as Vice President of Government Affairs until his retirement. |
2011 Executive Compensation HighlightsIntroduction
We believe inThe CD&A provides you with apay-for-performance approach to description of our executive compensation. For those NEOs not nearing retirement, 66% of total compensation was in the form ofpay-for-performance for fiscal 2011. Therefore, the Company’s financial results were a significant factor inpolicies and programs, the decisions made by the Governance and Compensation Committee related to(the “Committee”) regarding executive compensation, and the factors contributing to those decisions. This discussion focuses on the compensation of our NEOs for fiscal 2011.year 2013, who were:
| | | | | Name | • | AnnualTitle | | Martin Mucci | | President and Chief Executive Officer Performance Incentive Program. As previously discussed, some of our key business indicators, including checks per client, discounting,(principal executive officer) | | Efrain Rivera | | Senior Vice President, Chief Financial Officer, and client retention, gradually improved throughout fiscal 2011. As a result, we slightly exceeded our established performance target on service revenue. Our continued expense management also resultedTreasurer (principal financial officer) | | Mark A. Bottini | | Senior Vice President, Sales | | Michael E. Gioja | | Senior Vice President, Information Technology, Product Management and Development | | Robert Morin | | Vice President, Major Market Sales |
Business and Financial Highlights During fiscal 2013, we continued our strategy as a leading provider of payroll, human resource, and benefit outsourcing to small- to medium-sized businesses throughout the U.S. We are focused on driving growth in revenue and profits, through outstanding service enabled by innovative technology solutions for our clients and their employees. We delivered solid financial results for fiscal 2013. Reported financial results for fiscal 2013 and their respective growth percentages compared to the fiscal year ended May 31, 2012 (“fiscal 2012”) were as follows: Total service revenue was $2.3 billion, an increase of 5%. Checks per payroll, which has improved for thirteen consecutive quarters, reflected growth of 1.6%. Operating income, net of certain items (refer to note 1 on the next page), was $863.8 million, an increase of 7%; Net income was $569.0 million, an increase of 4%; and Diluted earnings per share was $1.56, an increase of 3%. In the fourth quarter of fiscal 2013, we increased our tax provision related to the settlement of a state income tax matter, which reduced diluted earnings per share by approximately $0.04 per share.
Note 1: Operating income, net of certain items, differs from what is reported under U.S. GAAP as operating income. Refer to Appendix A for a description of this non-GAAP financial measure and for a reconciliation of this measure to our operating income results as reported under U.S. GAAP. Other factors considered in evaluating the Company’s performance are as follows: Execution in operations remained solid, as demonstrated by the highest level of client satisfaction results in our history. Client retention reached our record best, exceeding 81% of our beginning client base for fiscal 2013. We have made strong progress in the area of sales execution. During fiscal 2013, we added new territories, focused on market segmentation mainly in payroll and retirement services, and increased our development of franchise and banking opportunities. Progress continued on integrating our leading-edge technology and mobility platform with our world-class customer service through our Paychex Next Generation suite of innovative products. We continued to add more capabilities to our mobility platform making our product the most comprehensive and client-friendly mobility application for information in the market place. We continued to enhance our software-as-a-service ("SaaS") solutions, positioning ourselves to capture the opportunity from the shift to online and SaaS solutions. Recent acquisitions had SaaS-oriented business models. All of our core clients are on a SaaS platform, and we continued our progress on building out our platform to accommodate more functionality for our mid-market clients. We returned capital to our stockholders. In October 2012, the Board approved an increase in our quarterly dividend to stockholders of 3% to $0.33 per share. The Board also approved a share repurchase program to opportunistically repurchase company stock through the fiscal year ended May 31, 2014 ("fiscal 2014"). For more information about our fiscal 2013 business results, see the section of our Fiscal 2013 Annual Report on Form 10-K (“Form 10-K”) titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” How Pay is Tied to Company Performance Our executive compensation programs are designed to ensure that the interests of the Company's senior leaders are appropriately aligned with those of its stockholders by rewarding performance that meets established business and individual goals. Key features of the program that tie to Company performance are: A significant portion of our NEO's annual compensation is at risk depending on performance. For fiscal 2013, variable pay represented 84% of target total compensation for our CEO, and 73% of target total compensation on average for our other NEOs. Variable compensation is comprised of an annual cash incentive program and longer-term equity-based incentives. The longer-term, equity-based compensation consist of performance shares, restricted stock awards, and stock options. Performance shares provide the opportunity for restricted stock to be awarded if pre-established financial goals are met for a two-year performance period. Time-vested stock options and restricted stock awards will provide value based on our stock price performance. Target compensation for the annual incentive program and performance shares is established at the beginning of the performance period by the Committee. NEOs have an opportunity to earn actual compensation that varies from target based on achievement against pre-established performance metrics. Performance targets incorporated into our executive compensation programs are established for the metrics of service revenue (a measure of business growth) and operating income, net of certain items (our measure of profitability.) The financial measures used as targets for the annual incentive program and the performance shares were linked directly to our annual and longer-term strategic business plans that are reviewed and approved by the Board.
The pay mix at target for our CEO and other NEOs for fiscal 2013 is displayed below. The following illustrates the three-year directional relationship between Company performance, based on two of our key financial metrics, and the compensation (as defined below) of our CEO. | | (1) | CEO total compensation as reflected in exceeding our maximum on both operating income, net of certain items, and operating income, net of certain items, as a percent of service revenue. We did continuethis chart is equal to experience challengesthe amounts reported in the new sales environment as a result of lack of growth in new business starts. Therefore, results did not meet the threshold for payout for annualized new business revenue. For fiscal 2011, the NEOs earned, on average, annual officer performance incentive program (“annual incentive program”) payouts equal to approximately 110% of the target payout. Refer to the section of this CD&A entitled “Annual Officer Performance Incentive Program” for a more detailed discussion of this program. | | | • | Equity-based compensation. In July 2010, the equity-based compensation structure was changed as performance shares were added. NEOs were granted annual equity-based compensation in the form of stock options, time-vested restricted stock, and performance shares. Certain officers considering retirement were granted solely time-vested restricted stock for retention purposes. Performance shares add to thepay-for-performance philosophy by rewarding NEOs for leading their organizations to achieve longer-term financial goals that are anticipated to increase shareholder value. Refer to the section of this CD&A entitled “Equity-Based Compensation” for further discussion. | | | • | CEO Compensation. Upon his promotion to President and CEO in September 2010, Mr. Mucci was awarded a base salary of $800,000, and was granted additional awards of stock options, restricted stock, and performance shares, as detailed in the Grants of Plan-Based AwardsSummary Compensation Table included in the Named Executive Officer Compensation section of this Proxy Statement. The termsStatement, with the exception of these awards were consistent with those the other NEOs received as partamount for fiscal 2012. For fiscal 2012, this chart excludes the impact of their annual equitya special, one-time Long-Term Incentive Plan ("LTIP") award in July 2010. | | | • | Separation Arrangements. As partthe form of Mr. Judge’s separation and release, he received a separation payment of $1.9 million, immediate acceleration of unvested equity awardsperformance stock-options granted prior to July 1, 2007, and COBRA premiums for health insurance for twelve months. An additional 11,111 shares of restricted stock and an additional 30,000 stock options from the July 17, 2007 awards also vested immediately on July 31, 2010.during that year. |
Amounts realized in fiscal 2013 related to performance-based compensation programs for fiscal 2013 and prior years included the following: As partPayouts under the annual incentive program for fiscal 2013 were earned at 85% of Mr. Humenik’s separationtarget for the CEO and release, he received a lump-sum payment equal to six months salary80% of target for Senior Vice Presidents ("SVPs"). Achievement was measured against financial targets established at the beginning of fiscal 2013. Actual results improved over the prior year; however, certain elements were lower than the rigorous targets established for the fiscal year. The two-year performance period for the performance shares granted in July 2011 ended on May 31, 2013. The financial targets were set at the beginning of this two-year period, and health insurance premiums. For further discussionwere based on economic trends experienced at that time. Achievement against these targets resulted in restricted shares earned at 90% of the agreements with Mr. Judge and Mr. Humenik, refertarget.
Refer to the section entitled “Elements of Compensation” and the subsections of "Annual Officer Performance Incentive Program" and "Equity-Based Compensation" within this CD&A entitled “Separation Agreements.”for a more detailed discussion of variable compensation, performance targets established, and actual results against those targets. Reported Compensation Versus Pay Actually Realized The accompanying graph illustrates the difference between reported compensation in the Fiscal 2013 Summary Compensation Table and the pay actually realized by our CEO in fiscal years 2011, 2012, and 2013. We believe this supplemental information is important since a significant portion of reported compensation is an incentive for future performance and realizable only if the Company meets or exceeds the applicable performance measures, or is based on the Company's stock price performance. The primary difference between reported compensation and pay actually realized is related to equity-based awards. In reported compensation, equity-based awards are included in the year granted at grant-date fair value. In pay actually realized, equity-awards are included at the value realized upon lapse of restricted stock awards or exercise of stock option awards. | | (1) | Mr. Mucci became CEO in September 2010. His compensation for fiscal 2011 reflects a partial year from his role as SVP of Operations. |
| | (2) | • | Change-In-Control. In April 2011,Fiscal 2012 includes a one-time LTIP stock option grant, which raised the Board approved aChange-In-Control Plan covering the officers of the Company. This plan provides that upon involuntary termination within 12 months of achange-in-control, the officer is entitled to certain severance benefits. The value of the benefits under the plan are conservative relative tototal reported compensation for our Peer Group and the plan does not provide for taxgross-ups. For further information on this plan, refer to the section of this CD&A entitled“Change-in-Control Plan.”CEO by $2.2 million. |
Results of the 2012 Say-on-Pay Vote At the 2012 Annual Meeting of Stockholders held in October 2012, over 97% of the total stockholder votes cast were in favor of the Company's NEO compensation as presented in our 2012 Proxy Statement. The Committee considered this favorable outcome and believed it conveyed our stockholders' support of the Committee's decisions and the existing executive compensation programs. As we evaluated our compensation practices and talent needs throughout fiscal 2013, we remained mindful of the strong support for our compensation policies and practices communicated by our stockholders at the last annual meeting. As a result, the Committee retained the core design of our executive compensation programs as it believes the program continues to attract, retain, and provide appropriate incentive for 23
senior management. At the 2013 Annual Meeting, we will again hold an annual advisory vote to approve NEO compensation and the Committee will continue to consider results from this and future advisory votes to approve NEO compensation. Corporate Governance Highlights of Executive Compensation Practices
We endeavor to maintainThe Board maintains governance standards and oversight of our executive compensation policies and practices. The following governance practices were in place during fiscal 2011,2013, and these practices, among other elements of our compensation programs, aid in mitigating risk associated with our compensation programs.
| | | | | | What We Do | | | • | Our Governance and Compensation Committee, which is comprised solely of independent directors, utilizes the services of Steven Hall & Partners (“Steven Hall”) as an independent compensation consultant, who reports only to the committee and does not perform any other services for the Company. | | | | | • þ | We have stock ownership guidelines | Pay for performance. As previously discussed, a significant portion of executive pay is not guaranteed, but rather tied to key financial metrics that are disclosed to our executive officers.stockholders. | | | | | | | • þ | | Mitigate undue risk in compensation programs. The executive compensation program includes features that reduce the possibility of the NEOs, either individually or as a group, making excessively risky business decisions that could maximize short-term results at the expense of longer-term value. | | | | | | þ | | Balance of short-term and long-term incentives. Our incentive programs provide an appropriate balance of annual and longer-term incentives. | | | | | | þ | | Capped award payouts. Amounts or shares that can be earned under the annual incentive program, as well as under the longer-term performance share and performance option awards, are capped. | | | | | | þ | | Share ownership guidelines. There are restrictions on sales of vested awards until a NEO has attained ownership of the Company’s stock as follows: CEO – three times base salary; SVPs – two times base salary; and Vice Presidents (“VP”s) – one times base salary. | | | | | | þ | | Include double-trigger change in control provisions. Our Change-in-Control Plan for officers is a “double-trigger” arrangement, requiring change in control and a subsequent termination of employment. | | | | | | þ | | Include recoupment, non-compete, and other forfeiture provisions in our equity-award provisions and annual incentive program. Our annual incentive program and equity-based compensation agreements contain certain recoupment, non-compete, and other forfeiture provisions that will allow the Company to cancel all or any outstanding portion of equity awards and recover the payouts under the annual incentive program, gross value of any vested restricted shares, or profits from exercises of options. | | | | | | þ | | Utilize an independent compensation consulting firm. The committee benefits from its utilization of an independent compensation consulting firm, which provides no other services to the Company. | | | | | | What We Don't Do | | | | | | ý | | No employment agreements. We do not have employment contracts for our NEOs. Employment of all of our executive officers is “at will.” | | | | | | ý | | No significant perquisites. The benefits our NEOs receive in the form of vacation, health insurance, life insurance, and Company matching contributions to the 401(k) Plan are the same benefits generally available to all of our employees. | | | | | | | • ý | | No hedging or short sales transactions permitted.Our equity-based compensation agreements contain certain non-competeexecutive officers, including NEOs, and directors are prohibited from engaging in any hedging or other forfeiture provisions that will allowsimilar types of transactions with respect to the Company to cancel all or any outstanding portion of equity awards and recover the gross value of any vested restricted shares or profits from exercises of option awards.Company's common stock. | | | | | | | • ý | Employment of all executive officers “at will.” | No dividends or dividend equivalents on unearned performance shares. Performance share awards do not earn or pay dividends until the shares are earned. |
Refer to the remainder of this CD&A for a detailed discussion of the overall compensation philosophy, practice, and analysis of elements of the compensation awarded to our NEOs as detailedprovided in the Fiscal 20112013 Summary Compensation Table, included in the Named Executive Officer Compensation section of this Proxy Statement.
Objectives of Compensation Program The Company believes in apay-for-performance approach to NEO compensation. The overall objectives of our officer compensation planprogram are to tie compensation to our overall financial and strategic objectives; align the interests of NEOs with the interests of our stockholders; reward exceptional individual performance; provide competitive opportunities when compared with companies of comparable size; and attract retain, and developretain highly qualified NEOs. To achieve these objectives, our officer compensation planprogram has been designed to: closely link to, and deliver pay opportunities based on, Company and individual performance; base incentives on a focused set of financial, operational, and strategic goals; provide an appropriate mix of individualized base salary, variable compensation, and short- and long-term incentives to deliver additional compensation opportunity for superior performance and reduced compensation opportunity in periods where performance goals are not achieved; and provide clear communication to NEOs, stockholders, and other key parties. Elements of Compensation | | | | | • | be closely linked to, and deliver pay opportunities based on, Company and individual performance; | | | • | have incentives based on a focused set of financial, operational, and strategic goals; | | | • | provide the appropriate mix of individualized base salary, variable compensation, and short- and long-term incentives to deliver additional compensation opportunity for superior performance and reduced compensation opportunity in periods where performance goals are not achieved; and | | | • | be clearly communicated to NEOs, stockholders, and other key parties. |
Role of Governance and Compensation Committee
As part of the committee’s responsibility to evaluate and determine NEO compensation, on an annual basis the committee:
| | | | • | reviews base salaries for adjustments, if any; | | | • | establishes the performance targets and payouts of the annual incentive program; | | | • | approves the prior year payouts under the annual incentive program; | | | • | grants equity awards under our 2002 Plan; and | | | • | considers the impact of section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”). |
As outlined in its charter, the committee has the authority to retain consultants and advisors, at the Company’s expense, to assist in the discharge of the committee’s duties. The committee can retain and dismiss such consultants
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and advisors at any time. The committee’s consultants report directly to the committee and have direct access to the committee through the committee’s chair. The committee requires that any consultant it retains cannot be utilized by management for other purposes. Although management, particularly the Vice President of Human Resources and Organizational Development, may work closely with the committee’s consultant, the consultant is ultimately accountable to the committee on matters related to executive compensation.
For fiscal 2011, the committee retained the services of Steven Hall as its independent compensation consultant. Steven Hall has not provided any services to the Company prior to or subsequent to being retained as compensation consultant to the committee. The committee was solely responsible for the decision to retain Steven Hall as its consultant. In fiscal 2011, Steven Hall advised the committee on matters of NEO compensation, assisted the committee with analysis and research, and updated the committee on evolving best practices in compensation. While Steven Hall may express an opinion on compensation matters, the committee is solely responsible for setting the type and amount of compensation for NEOs.
Management retains the services of The Burke Group (formerly First Niagara Consulting) as a compensation consultant to advise management on overall compensation strategy and plan design. Generally, compensation plans are developed and proposed by management, with analytical and research assistance by The Burke Group. The committee’s consultant reviews reports from management and The Burke Group and offers the committee their opinions on the findings.
Our CEO and our Vice President of Human Resources and Organizational Development provide recommendations to the committee on design elements for compensation. These individuals, and from time to time invited guests including other officers, will be in attendance at the meetings of the committee to present and respond to questions on current or proposed plan design. Annually, our CEO reviews achievement of the recently completed fiscal year’s plan and also presents recommendations regarding: salary for each of the NEOs (other than himself); the upcoming fiscal year’s annual incentive program structure; and equity awards. Management is excluded from executive sessions of the committee where final decisions on compensation are made, particularly those on our CEO’s performance and compensation. Executive sessions occur at each meeting of the committee.
Elements of Compensation
We use a combination of compensation elements, including base salary, annual incentive program, and equityequity-based awards delivered under our 2002 Plan. The committee compares our NEOs’Each element and the related compensation plan with that of other NEOs at similar companies, when such information is available. The committee reviews compensation consultants’ reports to assess our cash compensation elements ofdecisions and results for fiscal 2013 are discussed below. Base Salary We pay base salary and annual incentive program. The committee strives for our NEOs’ compensation to be competitive with our Peer Group, a group of companies with comparable revenue and net income who are in a comparable industry, or who are direct competitors of Paychex (as detailed on the following page). The information provided by the compensation consultant indicates whether our compensation package, if target performance is achieved, is comparable to the median compensation of our Peer Group, given current competitive practices, overall best practices, and other compensation and benefit trends. The committee continues to review each of the elements annually to ensure that compensation is appropriate and competitivesalaries to attract talented executives and retainto provide a high-performing executive team. The committee, in making its decisions, targets an equitable mixfixed base of compensation. Annually, management provides the committee a summary for the upcoming fiscal year of total cash compensation and equity awards (based on grant date fair value) for all officer levels, from Vice President (“VP”) to CEO. The summary is used to evaluate compensation recommendations and the impact to total compensation for each individual.
Management also provides the committee on an annual basis a three-year history of total compensation for all officers, including cash, annual incentive program payout, and equity-based compensation. This history provides a more complete picture of the internal trend of compensation to executive officers, both as a team and as individuals. This summary facilitates discussion that more accurately details individual officer compensation, noting differences that reflect officer tenure, performance, and position in the management structure.
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The committee uses these management updates along with peer information, where available, as tools to evaluate executive compensation. This information is reviewed in a subjective manner. There is no implied direct or formulaic linkage between peer information and our compensation decisions.
Compensation for our officers is most closely compared to our Peer Group, for positions where such information is available. The committee assesses total compensation at the median of the Peer Group, even though Paychex performs above the median of its Peer Group for net income as shown in the following table. Peer Group comparisons were available for the positions of CEO and CFO, both of whom have total compensation that falls below the median of the Peer Group. Peer Group benchmarking is not the sole determining factor in the committee’s decisions on compensation, and the committee reserves the discretion to adjust compensation based on other factors as discussed above. The Peer Group companies are not necessarily limited to the markets in which Paychex does business. The Peer Group is comprised of the following industries or segments: a direct competitor in the payroll industry; financial transaction management companies; and business services and outsourcing companies.
Our current Peer Group consists of the following companies:
Paychex Peer Group(1)
| | | | | | | | | | | | | | | | | | | | | | | | | Reported
| | | | | | Net Income
| $ In Millions
| | | | Fiscal Year
| | | | | | as a % of
| Company Name | | Ticker | | End | | Revenue | | Net Income | | Revenue | | | Direct Competitor Payroll | | | | | | | | | | | | | | | | | | | | Automatic Data Processing, Inc. | | ADP | | | Jun-11 | | | $ | 9,880 | | | $ | 1,254 | | | | 13 | % | Financial Transaction Management | | | | | | | | | | | | | | | | | | | | Fiserv, Inc. | | FISV | | | Dec-10 | | | $ | 4,133 | | | $ | 496 | | | | 12 | % | | The Western Union Company | | WU | | | Dec-10 | | | $ | 5,193 | | | $ | 910 | | | | 18 | % | | Total System Services, Inc. | | TSS | | | Dec-10 | | | $ | 1,718 | | | $ | 194 | | | | 11 | % | | Global Payments Inc. | | GPN | | | May-11 | | | $ | 1,860 | | | $ | 209 | | | | 11 | % | | The Brink’s Company | | BCO | | | Dec-10 | | | $ | 3,122 | | | $ | 57 | | | | 2 | % | Business Services and Outsourcing | | | | | | | | | | | | | | | | | | | | DST Systems, Inc. | | DST | | | Dec-10 | | | $ | 2,329 | | | $ | 319 | | | | 14 | % | | The Dun & Bradstreet Corporation | | DNB | | | Dec-10 | | | $ | 1,677 | | | $ | 252 | | | | 15 | % | | Equifax Inc. | | EFX | | | Dec-10 | | | $ | 1,860 | | | $ | 267 | | | | 14 | % | | Broadridge Financial Solutions, Inc. | | BR | | | Jun-11 | | | $ | 2,167 | | | $ | 170 | | | | 8 | % | | Robert Half International Inc. | | RHI | | | Dec-10 | | | $ | 3,175 | | | $ | 66 | | | | 2 | % | | Intuit Inc. | | INTU | | | Jul-11 | | | $ | 3,851 | | | $ | 634 | | | | 16 | % | | Iron Mountain Incorporated | | IRM | | | Dec-10 | | | $ | 3,128 | | | $ | (54 | ) | | | (2 | )% | | Moody’s Corporation | | MCO | | | Dec-10 | | | $ | 2,032 | | | $ | 508 | | | | 25 | % | | H&R Block, Inc. | | HRB | | | Apr-11 | | | $ | 3,774 | | | $ | 406 | | | | 11 | % | | TD AMERITRADE Holding Corporation | | AMTD | | | Sep-10 | | | $ | 2,561 | | | $ | 592 | | | | 23 | % | | | | | | | | | | | | | | | | | | | | | Paychex, Inc. | | PAYX | | | May-11 | | | $ | 2,084 | | | $ | 515 | | | | 25 | % | | Paychex Percentile Rank | | | | | | | | | 31 | % | | | 75 | % | | | 94 | % |
| | | (1) | | Information in the above table is obtained fromForm 10-Ks as filed with the SEC, or from the entity’s fiscal year-end earnings release. |
The committee annually reviews and approves the selection of Peer Group companies, adjusting the group from year to year based upon our business and changes in the Peer Group companies’ business or comparative metrics. The Peer Group may also be adjusted in the event of mergers, acquisitions, or other significant economic changes. During fiscal 2011, the committee took action to adjust the Peer Group. Hewitt Associates, Inc. was removed from our Peer Group, as it was acquired by Aon Corporation.
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Base Salary
Annually, base salaries are reviewed to determine what, if any, increase is required. Our practice is to make targeted base salary increases as determined necessary based on performance, market information, and scope of responsibilities. For fiscal 2011, the increase in base salaries for NEOs were moderate, with the exception of2013, Mr. GiojaMucci and Mr. McCarthy. Mr. Gioja received a largerbase salary increase commensurate with the additional responsibilities of overseeing development as well as product management. Mr. McCarthy’s salary increase reflected his strong leadership of the Major Market Services area during the economic recession.increases based on these factors. Annual Officer Performance Incentive Program The annual incentive program provides additional opportunity for compensation in the form ofpay-for-performance. short-term pay for performance. The program was established to motivate NEOs to meet the financial goals ofset by the Company as presented to its stockholders, while maintaining alignment with stockholders’ interests. In the first quarter of fiscal 2011, the committeeThe Committee set a goal for net income of $400 million for fiscal 20112013 as the minimum performance hurdle for the NEOs to be eligible for payout under the program. The Company achieved the net income goal set by the committeeCommittee for fiscal 2011. This goal is the basis for the maximum allowable payouts for each NEO.2013. The annual incentive program is intended to comply with section 162(m) of the Internal Revenue Code of 1986, as amended (the "Code") for NEOs affected by the $1 million limitation.
limitation on deductible compensation. Upon achievement of the minimum eligible performance, payouts under our annual incentive program are determined based upon the satisfaction of certain quantitative and qualitative components. The quantitative component consists of certain predetermined performance targets, which are established at the beginning of each fiscal year, typically based on the Board-approved fiscal year financial plan. The CEO can potentially earn 80% of base salary at target performance with up to 140% of base salary if maximum performance is achieved under the quantitative component of the program. Senior Vice Presidents (“SVP”s) can potentially earn 65% of base salary at target performance with up to 110% of base salary if maximum performance is achieved. VPs potentially could earn 40% of base salary at target performance with up to 70% of base salary if maximum performance is achieved. For fiscal 2011, the quantitative component provided our NEOs the opportunity for compensation based on achievement, as calculated under the program, compared to the following pre-established goals: | | | | | | | | | | | | | | | | | | Performance Goal
| | Performance Targets Established | | | $ In Millions | | Threshold | | Target | | Maximum | | Achievement(1) | | | Annualized New Business Revenue(2) | | $ | 483 | | | $ | 508 | | | $ | 523 | | | $ | 456 | | | Service Revenue | | $ | 1,958 | | | $ | 2,019 | | | $ | 2,045 | | | $ | 2,027 | | Operating Income, Net of Certain Items(3) | | $ | 672 | | | $ | 700 | | | $ | 712 | | | $ | 741 | | | Operating Income, Net of Certain Items, as a Percentage of Service Revenue | | | 33.9 | % | | | 34.7 | % | | | 34.9 | % | | | 36.5 | % |
| | | (1) | | Achievement amounts differ from amounts disclosed in our fiscal 2011 Form 10-K due to calculations specified in the plan design. | | (2) | | Annualized new business revenue is the approximate amount of revenue to be earned over the first twelve-month period, from the sale in the current fiscal year of certain Payroll, Human Resource Services, and Insurance Services to new clients and new product sales to existing clients. This measure is a leading indicator for the subsequent year’s service revenue growth. This measure is not directly calculated from our audited financial statements, as reported service revenue also includes recurring revenue from pre-existing clients. | | (3) | | Historically, the sole exclusion from operating income, net of certain items, has been interest on funds held for clients. Operating income, net of certain items is considered a non-GAAP measure. At the discretion of the committee, they may adjust for items that are unusual and infrequent in nature. |
The targets for payout are established by the committeeCommittee with consultation of management. The performance targets of the annual incentive program have both financial and strategic objectives. Targets for the annual incentive programThey are set at specific financial goals, which are in alignment with stockholderstockholders’ interests. The performance targets established are intended to provide a balance between a focus on growing revenue and managing expenses. Once thea target is determined, it is set for the year and is normally not changed. For extraordinary circumstances, the committeeCommittee reserves the right to apply discretion. The weighting of each performance target is determined by the committee
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when the targets are established and this weighting varies for each NEO based on the individual’s position. Each of the performance targets applicable to a NEO’s annual incentive program provide the NEO an opportunity to earn a percentage of their annual base salary based on achievement at threshold, target, and maximum. The program was established to motivate our NEOs to meet the financial goals set by the Company as presented to its stockholders.24
The qualitative component of the annual incentive program consists of individual-specific qualitative goals established at the beginning of the fiscal year based on functions unique to the individual. The CEO can potentially receive 20% of base salary and all other NEOs can potentially receive up to 10% of base salary, the same at threshold, target, and maximum for this componentsalary. The assessment of the program. Thesethese goals are highlyis subjective and areis not always based on quantifiable financial measurements. The committeeCommittee may determine, at its sole discretion, whether satisfactory achievement has occurred, regardless of achievement against the pre-established individual goals. For fiscal 2011, the committee exercisedAt its discretion andfor fiscal 2013, the Committee awarded NEOs all of the qualitative componentportion of the awards at the maximum percentage for each NEO.awards. The qualitative component of the annual incentive program is not considered material to the overall compensation for each NEO. The weighting of each quantitative performance target is determined by the Committee when the targets are established, and this weighting varies for each NEO based on the individual’s position. Each of the performance targets applicable to a NEO’s annual incentive program provide the NEO an opportunity to earn a percentage of their annualized base salary based on achievement at threshold, target, and maximum. The total percentage of base salary for all performance measures that the NEOs have the opportunity to earn are as follows: | | | | | | | | | | | | | | | | Quantitative Component | | | | Position | | Threshold | | Target | | Maximum | | Qualitative Component | | CEO | | 30 | % | | 100 | % | | 180 | % | | 20 | % | | SVP | | 20 | % | | 65 | % | | 110 | % | | 10 | % | | VP | | 10 | % | | 40 | % | | 70 | % | | 10 | % |
An NEO has the opportunity to earn a payout at performance below or above target. Thresholds are set as the floor with any achievement below threshold resulting in no payout for the respective performance metric. Maximums are set as a ceiling on the amount of payout a NEO can receive for each performance metric. The performance metrics for the fiscal 2013 annual incentive program for the NEOs were established as follows: | | | | | | | | | | | | | | | | | | | | | | | | | | Fiscal 2013 Year-over-Year Growth Rates | | % of Plan Dollars | Bonus Objectives (1) | | Threshold | | Target | | Maximum | | Threshold | | Target | | Maximum | | Achievement as a % of
Target | | Service revenue | | 2 | % | | 5 | % | | 7 | % | | 97.0 | % | | 100.0 | % | | 101.5 | % | | 99.1 | % | | Operating income, net of certain items | | 2 | % | | 6 | % | | 9 | % | | 96.5 | % | | 100.0 | % | | 103.0 | % | | 100.7 | % | New business revenue (2) | | 4 | % | | 15 | % | | 18 | % | | 89.9 | % | | 100.0 | % | | 102.0 | % | | 90.1 | % |
| | (1) | The annual incentive program allows for certain adjustments to metrics as reported in our consolidated financial statements. Our performance metrics for fiscal 2013 were adjusted to exclude the impact of immaterial business acquisitions during fiscal 2013. |
| | (2) | Annualized new business revenue is the approximate amount of revenue to be earned over the first twelve-month period, from the sale in the current fiscal year, of certain payroll, human resource services, and insurance services to new clients and new product sales to existing clients. This measure is not directly calculated from our audited financial statements, as reported service revenue also includes recurring revenue from pre-existing clients. This metric is set to incent executives to strive to exceed the target, given the relationship to recurring revenue. |
The NEOs have an opportunity to earn a percentage of base salary for each performance metric established under the quantitative portion of the annual incentive program. Each objective, along with the target percentage of base salary that can be earned for that metric and the actual payout percentage is set forth below, in accordance with calculations per the program. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Mr. Mucci | | Mr. Rivera and Mr. Gioja | | Mr. Bottini | | Mr. Morin (3) | | Bonus Objectives | | % of Base Salary at Target | | % of Base Salary Achieved (1) | | % of Base Salary at Target | | % of Base Salary Achieved (1) | | % of Base Salary at Target | | % of Base Salary Achieved (1) | | % of Base Salary at Target | | % of Base Salary Achieved (1) | | Service revenue | | 30.0 | % | | 24.0 | % | | 20.0 | % | | 15.5 | % | | 17.5 | % | | 13.8 | % | | 8.0 | % | | 5.8 | % | | Operating income, net of certain items | | 40.0 | % | | 47.0 | % | | 25.0 | % | | 29.7 | % | | 22.5 | % | | 26.6 | % | | 10.0 | % | | 12.3 | % | | Annualized new business revenue | | 30.0 | % | | 10.4 | % | | 20.0 | % | | 5.3 | % | | 25.0 | % | | 7.8 | % | | 22.0 | % | | 29.2 | % | | Total quantitative annual incentive | | 100.0 | % | | 81.4 | % | | 65.0 | % | | 50.5 | % | | 65.0 | % | | 48.2 | % | | 40.0 | % | | 47.3 | % | Qualitative (2) | | 20.0 | % | | 20.0 | % | | 10.0 | % | | 10.0 | % | | 10.0 | % | | 10.0 | % | | 10.0 | % | | 15.8 | % | | Total | | 120.0 | % | | 101.4 | % | | 75.0 | % | | 60.5 | % | | 75.0 | % | | 58.2 | % | | 50.0 | % | | 63.1 | % |
| | (1) | If the actual achievement under a given performance metric is between two thresholds (e.g. between threshold and target or between target and maximum), then the percentage of base salary achieved would be calculated based on a straight-line interpolation of the achievement level above threshold or target, as appropriate, for such performance metric. |
| | (2) | The NEOs have an opportunity to earn a percentage of base salary based on individual-specific qualitative goals related to the functions unique to the individual. The Committee may determine, at its sole discretion, whether satisfactory achievement has occurred, regardless of achievement against the pre-established individual goals. |
| | (3) | Mr. Morin's performance metrics were based on his particular areas of responsibilities for service revenue and annualized new business revenue. He also received an additional qualitative bonus based on his performance. |
The actual achievement translated to the incentive payment for our NEOs is as follows: | | | | | | | | | | | | | | | | | | | | | | | | Annualized Base Salary (1) | | Minimum Potential Payout (2) | | Maximum Potential Payout (2) | | % of Base Salary Achieved | | Actual Incentive Compensation Earned (3) | | Martin Mucci | | $ | 845,000 |
| | $ | — |
| | $ | 1,690,000 |
| | 101.4 | % | | $ | 856,830 |
| | Efrain Rivera | | $ | 425,000 |
| | $ | — |
| | $ | 510,000 |
| | 60.5 | % | | $ | 256,955 |
| | Mark A. Bottini | | $ | 425,000 |
| | $ | — |
| | $ | 510,000 |
| | 58.2 | % | | $ | 247,265 |
| | Michael E. Gioja | | $ | 375,000 |
| | $ | — |
| | $ | 450,000 |
| | 60.5 | % | | $ | 226,725 |
| Robert Morin (4) | | $ | 240,000 |
| | $ | — |
| | $ | 144,000 |
| | 63.1 | % | | $ | 113,521 |
|
| | (1) | This represents the NEO’s annualized base salary as of May 31, 2013. It will differ from base salary paid for fiscal 2013 reflected in the Summary Compensation Table, contained in the Named Executive Officer Compensation section of this Proxy Statement, due to timing of salary increases, start dates, etc. |
| | (2) | These columns represents the range of payout that each NEO has the opportunity to earn. The minimum potential payout indicates that no payout is earned if achievement is below threshold. The maximum potential payout is based on the percentage of base salary that each NEO can earn for maximum achievement. |
| | (3) | Actual incentive compensation earned is calculated as annualized base salary multiplied by the percentage of base salary achieved, and is provided in the 2013 Summary Compensation Table, contained in the Named Executive Officer Compensation section of this Proxy Statement. |
| | (4) | Mr. Morin's percentage of base salary achieved and potential payout are based on a pro-rated base salary of $180,000 as a result of his start date in August 2012. |
Equity-Based Compensation To align our NEOs interests with the long-term interests of our stockholders, the Company grants equity awards under the 2002 Plan. Annual grants of equity awards to the NEOs are approved during the regularly scheduled meeting of the BoardCommittee in July. The exercise price of the award is typically the closing market price, but never less than 100% of fair market value, on the date of the grant. Historically, the July Board meeting has been scheduled to occur approximately two weeks after the release of our fiscal year-end earnings and upcoming fiscal year financial guidance. Our trading black-out period normally lifts on the third business day following such release of information. The committeeCommittee anticipates continuing its granting practice. In fiscal 2011, the BoardThe Committee may also grantedgrant equity awards to individuals upon hire or promotion to executive officer positions. These equity awards wereare not granted during any trading black-out periods. Recipients are notified shortly after BoardCommittee approval of their grant, noting the number of stock options, shares of restricted stock, target performance shares and goals, the vesting schedule, and exercise price. Any sales restrictions or other terms of the award are also communicated at that time. In July 2010,2012, the committee grantedCommittee made an annual equity grant that was a blend of stock options, time-vested restricted stock, and performance shares. This is the first year that the committee has utilized performance shares. The quantity of awards was based on an estimated total value, as determined by the committee,Committee, with that total value split 30% to stock options, 50% to performance shares, and 20% to restricted stock. A larger portion of the value of the equity was shifted toin at-risk, performance-based awards in the form of performance shares and stock options. The balance of equity awards in the form of time-vested restricted stock was granted for retention purposes. The quantity delivered was adjusted by the committeeCommittee at its discretion for individual performance and future potential considerations. The following equity-based compensation was granted to thein July 2012 for all NEOs except for Mr. Morin, whose awards were granted in July 2010:September 2012: | | | | | | | | | | | | | | | NEO | | Performance Shares (at Target) | | Option Awards | | Time-Vested Restricted Stock Awards | | Performance Option Award Under LTIP (at Target) | | Martin Mucci | | 61,284 |
| | 274,869 |
| | 22,307 |
| | — |
| | Efrain Rivera | | 13,132 |
| | 58,901 |
| | 4,780 |
| | — |
| | Mark A. Bottini | | 13,132 |
| | 58,901 |
| | 4,780 |
| | — |
| | Michael E. Gioja | | 13,132 |
| | 58,901 |
| | 4,780 |
| | — |
| Robert Morin (1) | | — |
| | 34,314 |
| | 4,217 |
| | 80,000 |
|
| | | | | | | | | | | | | | | | | | | | | Time-Vested
| | | | Performance Shares
| | | | Restricted Stock
| | | | at Target | | Option Awards | | Awards | | | Martin Mucci(1) | | | 12,411 | | | | 29,786 | | | | 4,964 | | | John M. Morphy | | | — | | | | — | | | | 21,931 | | | Michael E. Gioja | | | 7,447 | | | | 17,872 | | | | 2,979 | | | William G. Kuchta | | | — | | | | — | | | | 10,966 | | | Michael A. McCarthy | | | — | | | | — | | | | 12,063 | | Delbert M. Humenik(2) | | | 12,411 | | | | 29,786 | | | | 4,964 | |
. | | | (1) | | Mr. Mucci received theseMorin was hired in August 2012 and was granted his equity-based awards while he wasin September 2012, after the expiration of the standard quarterly black-out period. Due to the time of his hire, no performance shares were awarded in fiscal 2013. He did receive a one-time LTIP award in the positionform of Senior Vice President of Operations. Referperformance stock options. This one-time LTIP award was granted to the discussion under “CEO Compensation” for information on awards granted to him upon his appointment to President and CEO. | | (2) | | Mr. Humenik resignedother NEOs in October 2010 and, as a result, forfeited these awards.fiscal 2012. |
Options Awards The exercise price of stock options is typically the closing market price, but never less than 100% of fair market value, on the date of the grant. The stock options vest annually in 25% increments over four years and have a term of 10 years. Time-Vested Restricted Stock Awards The time-vested restricted shares lapse ratablyon a pro-rata basis over three years. The
Performance Shares Perfomance shares are designed to provide variable compensation that is focused on longer-term results. Performance shares have a two-year performance period to determine the number of performancerestricted shares to be received will be based on achievement against
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targets over a two-year cumulative period.issued. The NEO must serve for one additional year for the restrictions to lapse. The performance targets as set by the Board are based on service revenue and operating income, net of certain items, as set byprojected in the Board.strategic planning process. The NEO mustCommittee established performance targets intended to be an employee ofappropriately challenging at all levels, including the threshold level, but attainable with increasing difficulty for each level beyond threshold. The threshold level was expected to be appropriately challenging but achievable under normal circumstances. The target level would be achieved if the Company performed as expected under our strategic plan for the two-year period. The maximum level would be achievable only with exceptional performance.
The two-year performance period for performance shares granted in July 2011 was completed at the end of fiscal 2013. The shares earned were based on achievement against pre-established goals for the performance period as follows: | | | | | | | | | | | | | | | | | | | | | | | | Two-Year Performance Targets Established | | Actual Achievement | Performance Goal $ In Millions | | Threshold | | Target | | Maximum | | ($) | | % of Target | Service revenue (1) | | $ | 4,363 |
| | $ | 4,593 |
| | $ | 4,731 |
| | $ | 4,465 |
| | 97 | % | Operating income, net of certain items (2) | | $ | 1,584 |
| | $ | 1,668 |
| | $ | 1,718 |
| | $ | 1,676 |
| | 101 | % | | Percent of plan | | 95 | % | | 100 | % | | 103 | % | | | | | | Payout as a percent of target | | 50 | % | | 100 | % | | 150 | % | | | | 90 | % |
| | (1) | Service revenue as calculated under the performance award agreement excludes the impact of acquisitions during the performance period. Refer to Appendix A for a reconciliation of service revenue as calculated for the performance period to service revenue reported in our consolidated financial statements. |
| | (2) | Operating income, net of certain items, is a non-GAAP measure. In addition, this measure as calculated under the performance award agreement excludes the impact of business acquisitions during the performance period. Refer to Appendix A for a description of this non-GAAP measure and a reconciliation of the amount for the performance period to the related GAAP measure. |
Service revenue was slightly lower than target. Our operating income, net of certain items, exceeded target due to management of expenses and productivity in operations over the past two years. These targets were established at the beginning of the two-year performance period and were based on economic trends experienced at that time. As a result of their performance against these pre-established goals, in July 2013 our NEOs received restricted shares at a quantity of 90% of the target level. The restrictions on these shares will lapse after an additional one-year period following the achievement ofservice period. These performance shares, granted in order to receive the shares. During that one year, dividends shall accrue to be paid whenJuly 2011, were reflected at grant-date fair value in the NEO receivescompensation for fiscal 2012 in the shares. As an incentive for retention as they near retirement,Summary Compensation Table, contained in lieuthe Named Executive Officer Compensation section of the above three types of equity awards, Mr. Morphy, Mr. Kuchta, and Mr. McCarthy received time-vested restricted stock awards that vest ratably over three years.this Proxy Statement. In April 2011, the committee determined that with respect to Mr. Morphy, upon his retirement, if such retirement is after calendar year 2011, one additional year of vesting shall be added to all equity awards under agreements outstanding as of April 6, 2011. This recognizes Mr. Morphy’s commitment to ensure a smooth transition for his successor.
Information regarding the equity-based awards granted to the NEOs in fiscal 20112013 and in prior years are detailed in the Named Executive Officer Compensation tables included in this Proxy Statement. CEO Compensation
Mr. Mucci was appointed as President and CEO effective September 30, 2010. Upon this appointment, Mr. Mucci was awarded an annual base salary of $800,000 and granted additional equity awards as follows: 21,451 performance shares at target; 154,591 non-qualified options with an exercise price of $27.28; and 8,580 shares of time-vested restricted stock. The terms of these awards are similar to the awards granted in July 2010, as previously described. The total value of these equity awards is comparable to the lowest quartile in our Peer Group.
It is the responsibility of the committee to evaluate Mr. Mucci’s performance annually and determine his total compensation. Mr. Mucci receives compensation based on his leadership role and the overall performance of the Company. Mr. Mucci receives a base salary that is below the median of salaries for CEOs in our Peer Group. His annual incentive program, as described within the section of this CD&A entitled “Annual Officer Performance Incentive Program,” is below the median for CEOs in our Peer Group, and is commensurate with his leadership role at the Company. For fiscal 2011, his annual incentive program payout was pro-rated between the CEO annual incentive program and the SVP annual incentive program, based on the portion of the year he served in the respective positions. Certain elements of Mr. Mucci’s compensation are significantly higher than those of the SVPs. However, Mr. Mucci’s compensation remains below median when compared to that of the CEOs within our Peer Group.
Stock Ownership Guidelines In July 2011, the committee increasedThe Committee has established stock ownership guidelines for our CEO (three times base salary) and SVPs (two times base salary), and establishedas follows:
| | | | | Position | | Requirement | | CEO | | 3X base salary | | SVPs | | 2X base salary | | VPs | | 1X base salary |
For any awards granted after July 2011, there are restrictions on sales of such vested awards until the officer has attained the applicable stock ownership guidelines for all other VPs at one times base salary.level. The ownership guidelines were established to provide long-term alignment with stockholderstockholders’ interests. For the purposes of achieving the ownership guideline, unvested restricted stock awarded to the executive officers is included. All officers have been compliant with the guidelines. Prohibition on Hedging and Speculatively Trading in Company Stock NEOs of the Company must also adhere to strict standards with regards to trading in the Company’s stock. Also, the Company prohibits executive officers from hedging the Company’s stock. They may not, among other things: | | | | • | speculatively trade in the Company’s stock; | | | • | short sell any securities of the Company; or | | | • | buy or sell puts or calls on the Company’s securities. |
short sell any securities of the Company; or buy or sell puts or calls on the Company’s securities. Recoupment, Non-Compete, and Other Forfeiture Provisions In the annual incentive program, there is a clause that allows the Company to recoup all or a portion of the payouts under the annual incentive program, if those payouts were based on financial statements that are subsequently subject to restatement and where fraud or misconduct was involved. The Company will, to the extent permitted by governing law, require reimbursement of a portion of any compensation received where: the payment was predicated upon the achievement of certain financial results that were subsequently the subject of a substantial restatement; the participant engaged in fraud or misconduct that caused or partially caused the need for the substantial restatement; and a lower payment would have been made based upon the restated financial results. In each such instance, the Company will, to the extent practicable, seek to recover the amount by which the individual participant’s compensation for the relevant period exceeded the lower payment that would have been made based on the restated financial results, plus a reasonable rate of interest. Our equity-based compensation agreements state that following termination of employment, certain benefits (including equity-based compensation) will be forfeited if the NEO engages in activities adverse to the Company. These activities include include: competition with the Company during a specified period after termination of employment, employment; solicitation of the Company’s clients or employees during a specified period after termination of employment, employment; breach of confidentiality either during or after employment,employment; or engaging in conduct which is detrimental to the Company during the NEO’s employment with the Company. Should any of these activities occur, the Company may cancel all or any outstanding portion of the equity awards subject to this provision, and recover the gross value of
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any vested restricted shares, including all dividends. In the case of non-qualified stock options, the Company may suspend the NEO’s right to exercise the optionand/or may declare the option forfeited. In addition, the Company may seek to recover all profits from certain prior exercises as liquidated damages and pursue other available legal remedies.
Perquisites Our NEOs receive benefits in the form of vacation, health insurance, life insurance, Company matching contributions to the 401(k) Plan when such contributions are in effect, and other benefits, which are generally available to all our employees. We do not provide our NEOs with pension arrangements, post-retirement health coverage, or other similar benefits, with the exception of access to a non-qualified and unfunded deferred compensation plan. Deferred Compensation We offer a non-qualified and unfunded deferred compensation plan to our NEOs. The deferred compensation plan is intended to supplement the NEO’s 401(k) Plan account. Due to the limitations on the 401(k) Plan accounts placed by the Internal Revenue Service, this plan allows for further savings toward retirement for the NEOs and functions similarly to the 401(k) Plan account. Refer to the Non-Qualified Deferred Compensation discussion included in the Named Executive Officer Compensation section of this Proxy Statement for more information on how our deferred compensation plan functions. Change-In-ControlChange In Control Plan Plan
Effective April 6, 2011, the Board approved aChange-in-Control Change in Control Plan covering the officers of the Company. Upon Involuntary Termination within 12 months following aChange-in-Control, Change in Control, the officer becomes entitled to certain severance benefits. Refer to the Potential Payments upon Termination orChange-In-Control table Change In Control discussion within the Named Executive Office Compensation section of this Proxy Statement for further discussion. A copyinformation. Compensation Decision Process Role of the Change-in-Control PlanCompensation Consultant As outlined in its charter, the Committee has been filedthe authority to retain consultants and advisors, at the Company’s expense, to assist in the discharge of the Committee’s duties. The Committee can retain and dismiss such consultants and advisors at any time. The Committee’s consultants report directly to the Committee and have direct access to the Committee through the Committee’s chair. The Committee requires that any consultant it retains cannot be utilized by management for other purposes. Although management, particularly the VP of Human Resources and Organizational Development, may work closely with the Committee’s consultant, the consultant is ultimately accountable to the Committee on matters related to executive compensation. The Committee retains the services of Steven Hall & Partners (“Steven Hall”) as exhibit 10.24its independent compensation consultant. Steven Hall has not provided any services to the Company prior to or subsequent to being retained as compensation consultant to the Committee. The Committee was solely responsible for the decision to retain Steven Hall as its consultant. Steven Hall advises the Committee on matters of NEO compensation, assists the Committee with analysis and research, and updates the Committee on evolving best practices in compensation. While Steven Hall may express an opinion on compensation matters, the Committee is solely responsible for setting the type and amount of compensation for NEOs. The Committee recognizes that it is essential to receive objective advice from its compensation consultants. The Committee closely examines the procedures and safeguards that its compensation consultants take to ensure that the compensation consulting services are objective. The Committee has assessed the independence of Steven Hall pursuant to SEC rules and concluded that Steven Hall's work for the Committee does not raise any conflict of interest. In making this assessment, the Committee took into consideration the following factors: that the compensation consultant reports directly to the Committee, and the Committee has the sole power to terminate or replace its compensation consultant at any time;
the compensation consultant does not provide any other services to the Company; aggregate fees paid by the Company to the compensation consultant, as a percentage of the total revenue of the compensation consultant; the compensation consultant's policies and procedures designed to prevent conflicts of interest; any business or personal relationships between the compensation consultant, on one hand, and any member of the Committee or executive officer, on the other hand; and whether the compensation consultant owns any shares of the Company's stock. Role of Governance and Compensation Committee and Management As part of the Committee’s responsibility to evaluate and determine NEO compensation, on an annual basis the Committee: reviews the companies in our comparative Peer Group, a group of companies with comparable financial information or who are direct competitors of Paychex, for any changes; reviews base salaries for adjustments, if any; establishes and approves the performance targets and payouts under incentive-based programs and awards; grants equity awards under our 2002 Plan; and considers the impact of section 162(m) of the Code. The Committee continues to review each of the elements of compensation annually to ensure that compensation is appropriate and competitive to attract and retain a high-performing executive team. The Committee, in making its decisions, targets an equitable mix of compensation. The Committee utilizes various sources of information to evaluate our NEO compensation, including, but not limited to, compensation consultant reports and analysis; benchmarking information with NEOs at Peer Group companies; and internal management reports. The Committee reviews an analysis of NEO pay compared to that of NEOs within our Peer Group to assess all the compensation elements. The Committee strives for our NEOs’ compensation to be competitive with our Peer Group. The information provided by the compensation consultant indicates whether our compensation package, if target performance is achieved, is comparable to the median compensation of our Peer Group, given current competitive practices, overall best practices, and other compensation and benefit trends. Annually, management provides the Committee a summary for the upcoming fiscal year of total cash compensation and equity awards (based on grant-date fair value) for all officer levels, from VP to CEO. The summary is used to evaluate compensation recommendations and the impact to total compensation for each individual. Management also provides the Committee on an annual basis a three-year history of total compensation for all officers, including cash, annual incentive program payout, and equity-based compensation. This history provides a more complete picture of the trend of compensation to executive officers, both as a team and as individuals. This summary facilitates discussion that more accurately details individual officer compensation, noting differences that reflect officer tenure, performance, and position in the management structure. The Committee uses these management updates along with peer information, where available, as tools to evaluate executive compensation. This information is reviewed in a subjective manner. There is no implied direct or formulaic linkage between peer information and the Committee’s compensation decisions. Our CEO and our VP of Human Resources and Organizational Development provide recommendations to the Committee on design elements for compensation. These individuals, and from time to time invited guests including
other officers, will be in attendance at the meetings of the Committee to present and respond to questions on current or proposed plan design. Annually, our CEO reviews achievement of the recently completed fiscal year’s plan and also presents recommendations regarding: salary for each of the NEOs (other than himself), the upcoming fiscal year’s annual incentive program structure, and equity awards. Management is excluded from executive sessions of the Committee where final decisions on compensation are made, particularly those on our CEO’s performance and compensation. Executive sessions occur at each meeting of the Committee. Peer Group Compensation for our officers is most closely compared to our fiscal 2011Form 10-K. Peer Group, for positions where such information is available. The Committee assesses total compensation at the median of the Peer Group, even though Paychex performs above the median of its Peer Group in most financial categories as shown in the following table. Peer Group comparisons were available for the positions of Mr. Mucci, CEO, and Mr. Rivera, CFO, both of whom have total compensation that falls below the median of the Peer Group. For the remaining NEOs, compensation was compared to the average NEO compensation, excluding the CEO and CFO positions, for our Peer Group. Peer Group benchmarking is not the sole determining factor in the Committee’s decisions on compensation, and the Committee reserves the discretion to adjust compensation based on other factors as previously discussed. The Peer Group companies are not necessarily limited to the markets in which Paychex does business. The Peer Group is comprised of the following industries or segments: a direct competitor in the payroll industry, financial transaction management companies, and business services and outsourcing companies. Separation AgreementsOur current Peer Group consists of the following companies:
On July 12, 2010, Paychex announced Mr. Judge’s resignation from his position as President and CEO effective July 31, 2010. In connection with his resignation, Mr. Judge signed a separation agreement. The following is a summary of terms and conditions of that agreement.
| | | | | Compensation Peer Group | | Automatic Data Processing, Inc. | • | Mr. Judge received a separation payment of $1.9 million, immediate acceleration on July 31, 2010 of unvested equity awards granted prior to July 1, 2007, and COBRA premiums for health insurance for twelve months.Moody’s Corporation | | Broadridge Financial Solutions, Inc. | | Robert Half International Inc. | | DST Systems, Inc. | | TD AMERITRADE Holding Corporation | | Fiserv, Inc. | | The Brink’s Company | | Global Payments Inc. | | The Dun & Bradstreet Corporation. | | H&R Block, Inc. | | The Western Union Company | | Intuit Inc. | | Total System Services, Inc. | | Iron Mountain Incorporated | |
|
| | | | | | | | | | | | | | | | | | Comparison with Compensation Peer Group | | $ In Millions | | Net Income | | Market Capitalization at Fiscal Year-End | | Revenue | | Net Income as a % of Revenue | | Paychex | | $ | 569 |
| | $ | 13,604 |
| | $ | 2,326 |
| | 24 | % | | Peer Median | | $ | 379 |
| | $ | 6,735 |
| | $ | 2,818 |
| | 13 | % | | Paychex Percentile Rank | | 60 | % | | 87 | % | | 13 | % | | 93 | % |
The Committee annually reviews and approves the selection of Peer Group companies, adjusting the group from year to year based upon our business and changes in the Peer Group companies’ business or the comparability of their metrics. The Peer Group may also be adjusted in the event of mergers, acquisitions, or other significant economic changes. During fiscal 2013, the Committee made the decision to remove Equifax, Inc. from our Peer Group, as the Committee determined that the executive compensation program was not in alignment in comparison to the Peer Group in its entirety. For more information regarding how we compare on selected criteria to our Peer Group, refer to Appendix B of this Proxy Statement.
CEO Compensation It is the responsibility of the Committee to evaluate Mr. Mucci’s performance annually and determine his total compensation. Mr. Mucci receives compensation based on his leadership role and the overall performance of the Company. Mr. Mucci’s compensation for fiscal 2013 as reflected in the Summary Compensation Table, included in the Named Executive Officer Compensation section of this Proxy Statement, is as follows: Base salary of $845,000. The Committee made the decision to increase Mr. Mucci's base salary for fiscal 2013 to move it toward the median in recognition of his increasing tenure and solid performance. He earned a payout under the annual incentive program of 85% of target. Mr. Mucci was granted an annual equity award comprised of 61,284 performance shares at target, 274,869 stock options with vesting pro-rata over four years, and 22,307 shares of time-vested restricted stock with vesting over three years. Mr. Mucci’s compensation remains below median when compared to that of the CEOs within our Peer Group. The Committee will continue to assess and make adjustments to Mr. Mucci’s compensation to move it toward the median as his tenure as CEO continues. Subsequent Events | • | An additional 11,111 shares of restricted stock and an additional 30,000 stock options from the July 17, 2007 awards vested immediately on July 31, 2010. | | | | • | All vested and exercisable equity awards continue to be governed by applicable plan documents. | | | • | In consideration of the Company entering into the agreement, Mr. Judge agreed to certain non-compete, non-disparagement, confidentiality, and non-solicitation provisions. In addition to the agreement and in consideration of benefits received as indicated above, Mr. Judge entered into a general release of all claims with the Company. | | | • | Certain terms of Mr. Judge’s employment agreement dated November 30, 2007 survive the separation and remain in full force as do the non-competition, non-solicitation, confidentiality, and detrimental conduct provisions of Mr. Judge’s July 2008 and July 2009 equity compensation agreements with the Company. |
Mr. Humenik resigned from his position as Senior Vice President of Sales and Marketing effective October 15, 2010. As part of his separation and release, he received a lump-sum payment equal to six months salary and health insurance premiums.
30
Subsequent Events
In July 2011,2013, the following equity-based compensation was granted to the NEOs. | | | | | | | | | | | | | | | | | | | | | | | | | Time-Vested
| | Performance
| | | | Performance
| | | | Restricted Stock
| | Options at
| | | | Shares at Target | | Option Awards | | Awards | | Target | | | | Martin Mucci | | | 54,455 | | | | 206,422 | | | | 19,822 | | | | 500,000 | | | Michael E. Gioja | | | 11,708 | | | | 44,381 | | | | 4,262 | | | | 250,000 | |
| | | | | | | | | | | | | | Performance Shares at Target | | Option Awards | | Time-Vested Restricted Stock Awards | | Martin Mucci | | 54,831 |
| | 237,844 |
| | 20,397 |
| | Efrain Rivera | | 12,428 |
| | 53,911 |
| | 4,623 |
| | Mark A. Bottini | | 12,428 |
| | 53,911 |
| | 4,623 |
| | Michael E. Gioja | | 12,428 |
| | 53,911 |
| | 4,623 |
| | Robert Morin | | 6,214 |
| | 26,956 |
| | 2,312 |
|
The award quantities granted were determined based on a total estimated value, split between stock options, time-vested restricted stock, and performance shares. The terms of the awards were similar to those granted in July 2010.2012. The total estimated valuequantity delivered for each NEO may have beenthe NEOs was adjusted by the committee at its discretion for individual performance and retentionfuture potential considerations. Mr. Morphy, Mr. Kuchta, and Mr. McCarthy did not receive equity awards due to their plans to retire. The Board also granted a special award of performance stock options to focus the leadership team on the strategic plan related to thelong-term growth of the Company. The performance stock options may vest based on achievement against targets during a five-year period with potential earlier vesting after three years. The Board set performance targets using service revenue and operating income, net of certain items.
In July 2011, the restrictions lapsed on one-sixth of the July 9, 2009 restricted stock award. This acceleration of lapsing was based upon the achievement of the target for operating income, net of certain items, as defined by the 2002 Plan. Actual operating income, net of certain items, for the purposes of acceleration was $740.6 million. The target for service revenue was not achieved. The targets to accelerate the lapsing of the outstanding restricted stock awards granted in July 2008 and 2007 were not achieved, and therefore no lapse occurred. The time-based period for the outstanding restricted stock awards granted in July 2006 expired, and therefore those shares lapsed in July 2011.
Mr. McCarthy announced his retirement from the Company effective August 1, 2011. Christian A. Timol will succeed Mr. McCarthy as Vice President of Major Market Services Sales.
Impact of the Internal Revenue Code Section 162(m) of the Code generally limits the tax deductibility of annual compensation paid to certain officers to $1 million per year, unless specified requirements are met. The committeeCommittee has carefully considered the impact of this provision as one factor among others in structuring NEO compensation. At this time, it is the committee’sCommittee’s intention to continue to compensate all NEOs based on overall performance. The committeeCommittee expects that most compensation paid to NEOs will qualify as a tax-deductible expense.expense, but makes no representation as to the deductibility of any item of NEO compensation.
THE GOVERNANCE AND COMPENSATION COMMITTEE REPORT The Governance and Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis included in the Proxy Statement with management. Based on such review and discussion, the committeeCommittee recommends to the Board that the Compensation Discussion and Analysis be included in the Proxy Statement and the Company’sForm 10-K for fiscal 2011. 2013. The Governance and Compensation Committee: Joseph M. Tucci,Chairman
David J. S. Flaschen
Phillip Horsley Grant M. Inman
Joseph M. Velli
31
NAMED EXECUTIVE OFFICER COMPENSATION
FISCAL 20112013 SUMMARY COMPENSATION TABLE The table below presents the total compensation paid or earned by each of the NEOs. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Non-Equity
| | | | | Name and Principal
| | Fiscal
| | | | | | Stock
| | Option
| | Incentive Plan
| | All Other
| | | Position | | Year | | Salary | | Bonus | | Awards(1),(2) | | Awards(3) | | Compensation(4) | | Compensation(5) | | Total | | | | Martin Mucci | | | 2011 | | | $ | 666,237 | | | $ | — | | | $ | 1,194,353 | | | $ | 726,983 | | | $ | 736,915 | | | $ | 4,900 | | | $ | 3,329,388 | | | President and CEO | | | 2010 | | | $ | 428,003 | | | $ | — | | | $ | 232,513 | | | $ | 316,114 | | | $ | 282,482 | | | $ | — | | | $ | 1,259,112 | | | | | | 2009 | | | $ | 423,911 | | | $ | — | | | $ | 319,500 | | | $ | 291,600 | | | $ | 85,601 | | | $ | 7,254 | | | $ | 1,127,866 | | | John M. Morphy | | | 2011 | | | $ | 458,166 | | | $ | — | | | $ | 570,645 | | | $ | — | | | $ | 386,722 | | | $ | 3,548 | | | $ | 1,419,081 | | | Senior Vice President, | | | 2010 | | | $ | 439,245 | | | $ | — | | | $ | 232,513 | | | $ | 313,493 | | | $ | 289,902 | | | $ | — | | | $ | 1,275,153 | | | CFO, and Secretary | | | 2009 | | | $ | 435,611 | | | $ | — | | | $ | 292,279 | | | $ | 268,133 | | | $ | 87,849 | | | $ | 8,941 | | | $ | 1,092,813 | | | Michael E. Gioja | | | 2011 | | | $ | 271,692 | | | $ | — | | | $ | 252,891 | | | $ | 71,016 | | | $ | 158,536 | | | $ | 1,077 | | | $ | 755,212 | | | Vice President, | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Product Development | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | William G. Kuchta | | | 2011 | | | $ | 318,674 | | | $ | — | | | $ | 285,335 | | | $ | — | | | $ | 181,631 | | | $ | 2,468 | | | $ | 788,108 | | | Vice President, | | | 2010 | | | $ | 305,513 | | | $ | — | | | $ | 116,256 | | | $ | 156,757 | | | $ | 135,902 | | | $ | — | | | $ | 714,428 | | | Government Affairs | | | 2009 | | | $ | 303,796 | | | $ | — | | | $ | 146,171 | | | $ | 134,070 | | | $ | 53,465 | | | $ | 10,169 | | | $ | 647,671 | | | Michael A. McCarthy | | | 2011 | | | $ | 300,402 | | | $ | — | | | $ | 313,879 | | | $ | — | | | $ | 136,904 | | | $ | 1,646 | | | $ | 752,831 | | | Vice President, Major | | | 2010 | | | $ | 276,574 | | | $ | — | | | $ | 116,256 | | | $ | 156,801 | | | $ | 99,106 | | | $ | — | | | $ | 648,737 | | | Market Services Sales | | | 2009 | | | $ | 274,649 | | | $ | — | | | $ | 146,171 | | | $ | 134,001 | | | $ | 97,631 | | | $ | 8,159 | | | $ | 660,611 | | Jonathan J. Judge(6) | | | 2011 | | | $ | 193,558 | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | 1,904,288 | | | $ | 2,097,846 | | | Former President and CEO | | | 2010 | | | $ | 915,000 | | | $ | 50,000 | | | $ | 1,162,516 | | | $ | 1,567,449 | | | $ | 934,825 | | | $ | 27,613 | | | $ | 4,657,403 | | | | | | 2009 | | | $ | 915,000 | | | $ | — | | | $ | 1,461,393 | | | $ | 1,340,675 | | | $ | 320,250 | | | $ | 30,221 | | | $ | 4,067,539 | | Delbert M. Humenik(7) | | | 2011 | | | $ | 174,923 | | | $ | — | | | $ | 421,442 | | | $ | 118,358 | | | $ | — | | | $ | 241,379 | | | $ | 956,102 | | | Former Senior Vice | | | 2010 | | | $ | 275,385 | | | $ | — | | | $ | 224,976 | | | $ | 274,439 | | | $ | 225,000 | | | $ | 18,648 | | | $ | 1,018,448 | | | President, Sales and Marketing | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Name and Principal Position (a) | | Fiscal Year (b) | | Salary (c) | | Bonus (d) | | Stock Awards (e) | | Option Awards (f) | | Non-Equity Incentive Plan Compensation (g) | | All Other Compensation (h) | | Total (i) | Martin Mucci President and CEO | | 2013 | | $ | 870,231 |
| | $ | — |
| | $ | 2,489,381 |
| | $ | 1,033,507 |
| | $ | 856,830 |
| | $ | 10,329 |
| | $ | 5,260,278 |
| | | 2012 | | $ | 800,000 |
| | $ | — |
| | $ | 2,193,337 |
| | $ | 3,137,592 |
| | $ | 819,280 |
| | $ | 83,936 |
| | $ | 7,034,145 |
| | | 2011 | | $ | 666,237 |
| | $ | — |
| | $ | 1,194,353 |
| | $ | 726,983 |
| | $ | 736,915 |
| | $ | 4,900 |
| | $ | 3,329,388 |
| Efrain Rivera Senior Vice President, CFO, and Treasurer | | 2013 | | $ | 441,346 |
| | $ | — |
| | $ | 533,428 |
| | $ | 221,468 |
| | $ | 256,955 |
| | $ | 4,612 |
| | $ | 1,457,809 |
| | | 2012 | | $ | 405,385 |
| | $ | — |
| | $ | 471,581 |
| | $ | 1,302,296 |
| | $ | 267,028 |
| | $ | — |
| | $ | 2,446,290 |
| Mark A. Bottini Senior Vice President, Sales | | 2013 | | $ | 441,346 |
| | $ | — |
| | $ | 533,428 |
| | $ | 221,468 |
| | $ | 247,265 |
| | $ | 5,394 |
| | $ | 1,448,901 |
| | | 2012 | | $ | 245,192 |
| | $ | 200,000 |
| | $ | 214,996 |
| | $ | 1,233,751 |
| | $ | 267,028 |
| | $ | — |
| | $ | 2,160,967 |
| Michael E. Gioja Senior Vice President, Information Technology and Product Development | | 2013 | | $ | 381,346 |
| | $ | — |
| | $ | 533,428 |
| | $ | 221,468 |
| | $ | 226,725 |
| | $ | 5,481 |
| | $ | 1,368,448 |
| | | 2012 | | $ | 318,596 |
| | $ | — |
| | $ | 471,581 |
| | $ | 1,302,296 |
| | $ | 204,198 |
| | $ | 16,863 |
| | $ | 2,313,534 |
| | | 2011 | | $ | 271,692 |
| | $ | — |
| | $ | 252,891 |
| | $ | 71,016 |
| | $ | 158,536 |
| | $ | 1,077 |
| | $ | 755,212 |
| Robert Morin Vice President, Major Market Sales | | 2013 | | $ | 180,000 |
| | $ | — |
| | $ | 140,004 |
| | $ | 450,401 |
| | $ | 113,521 |
| | $ | — |
| | $ | 883,926 |
| | | | | | | | | | | | | | | | | |
Salary (Column (c)) | | | (1) | | The amounts in this column include the grant date fair value of restricted stock awards granted during the respective fiscal year and do not reflect whether the recipient has actually realized a financial gain from such awards (such as a lapse in a restricted stock award). The fair value of restricted stock awards is determined based on the closing price of the underlying common stock on the date of grant. The resulting fair values were $26.02 per share, $24.21 per share, and $31.95 per share for the restricted stock awards granted in July of fiscal years 2011, 2010, and the year ended May 31, 2009 (“fiscal 2009”), respectively. Mr. Mucci also received an award on October 12, 2010 at a fair value of $27.28 per share. Refer to the Grants of Plan-Based Awards For Fiscal 2011 table included in this Proxy Statement for further information on restricted stock awards granted in fiscal 2011. | | |
The amount reported in the Salary column reflects the base salary paid to the NEOs during the fiscal year. For fiscal 2013, there were 27 bi-weekly pay periods paid compared to 26 bi-weekly periods in fiscal 2012 and 2011. Bonus (Column (d)) (2) | | Also included in this column for fiscal 2011 is the fair value of performance share awards assuming target achievement in the following amounts: Mr. Mucci — $831,128; Mr. Gioja — $175,377; and Mr. Humenik — $292,279. These awards have a two-year performance period, followed by an additional year of service required. The fair value of these awards is determined based on the closing price of the underlying common stock on the date of grant, adjusted for the present value of expected dividends over the performance period. The resulting fair values were $23.55 per share for awards granted on July 7, 2010 and $25.12 per share for Mr. Mucci’s additional award on October 12, 2010. If the maximum performance condition were to be achieved, then the value of the performance shares would be as follows: Mr. Mucci — $1,246,668; Mr. Gioja — $263,054; and Mr. Humenik — $438,407. Mr. Humenik subsequently forfeited his award. Refer to note 7 for more information. | | | (3) | | The amounts in this column reflect the grant date fair value for stock option awards granted during the respective fiscal year and do not reflect whether the recipient has actually realized a financial gain from such awards (such as by exercising stock options). The fair value for the stock option awards was determined using a |
The amount reported in the Bonus column for fiscal 2012 reflects a signing bonus Mr. Bottini was awarded of $200,000 upon his accepting the position of SVP of Sales in October 2011.
32
Stock Awards (Column (e)) | | | | | Black-Scholes option pricing model. The assumptions and resulting per share fair value for option grants included in the amounts disclosed are as follows: |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | July
| | | | | | | | October
| | July
| | September
| | 2009
| | July
| | July
| | | | 2010 | | 2010 | | 2009 | | (Special Award) | | 2009 | | 2008 | | | | Risk-Free Interest Rate | | | 1.7 | % | | | 2.5 | % | | | 3.1 | % | | | 2.7 | % | | | 3.0 | % | | | 3.5 | % | | Dividend Yield | | | 4.3 | % | | | 4.2 | % | | | 4.7 | % | | | 4.5 | % | | | 4.5 | % | | | 3.3 | % | | Volatility Factor | | | .25 | | | | .24 | | | | .27 | | | | .28 | | | | .28 | | | | .28 | | | Expected Option Term Life in Years | | | 6.5 | | | | 6.5 | | | | 6.5 | | | | 5.5 | | | | 6.5 | | | | 6.5 | | | Fair Value | | $ | 3.94 | | | $ | 3.97 | | | $ | 4.90 | | | $ | 2.57 | | | $ | 4.48 | | | $ | 7.29 | |
| | | (4) | | The amounts in this column are the amounts earned under the annual incentive program. These amounts were paid in July following the applicable fiscal year end. | | |
The amounts in the Stock Awards column include the grant date fair value of both time-vested restricted stock awards and performance shares granted during the respective fiscal year, and do not reflect whether the recipient has actually realized a financial gain from such awards (such as lapse in the restrictions on a restricted stock award).
Time-Vested Restricted Stock Awards The fair value of the time-vested restricted stock awards is determined based on the closing price of the underlying common stock on the date of grant. The resulting fair values were $31.65 per share, $31.34 per share, and $26.02 per share for the restricted stock awards granted annually in July of fiscal years 2013, 2012, and 2011, respectively. This applies to all awards reflected in the table except for Mr. Morin's and Mr. Bottini's grants upon hire. Mr. Morin received his award on September 27, 2012 at a fair value of $33.20 per share. Mr. Bottini received his award on October 17, 2011 at a fair value of $28.06 per share. Refer to the Grants of Plan-Based Awards For Fiscal 2013 table included in this Proxy Statement for further information on restricted stock awards granted in fiscal 2013. Performance Shares Performance share awards are reflected in the table assuming target achievement. The grant-date fair value of these awards at target achievement, as reflected in the table, and also at maximum achievement is as follows: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Fiscal 2013 | | Fiscal 2012 | | Fiscal 2011 | | | | Target | | Maximum | | Target | | Maximum | | Target | | Maximum | | Martin Mucci | | $ | 1,783,364 |
| | $ | 2,675,047 |
| | $ | 1,572,116 |
| | $ | 2,358,159 |
| | $ | 831,128 |
| | $ | 1,246,668 |
| | Efrain Rivera | | $ | 382,141 |
| | $ | 573,212 |
| | $ | 338,010 |
| | $ | 507,015 |
| | $ | — |
| | $ | — |
| | Mark A. Bottini | | $ | 382,141 |
| | $ | 573,212 |
| | $ | — |
| | $ | — |
| | $ | — |
| | $ | — |
| | Michael E. Gioja | | $ | 382,141 |
| | $ | 573,212 |
| | $ | 338,010 |
| | $ | 507,015 |
| | $ | 175,377 |
| | $ | 263,054 |
| | Robert Morin | | $ | — |
| | $ | — |
| | $ | — |
| | $ | — |
| | $ | — |
| | $ | — |
|
These awards have a two-year performance period, followed by an additional year of service required. The fair value of these awards is determined based on the closing price of the underlying common stock on the date of grant, adjusted for the present value of expected dividends over the performance period. The resulting fair value was $29.10 per share and $28.87 per share for performance shares awarded in fiscal 2013 and fiscal 2012, respectively. For fiscal 2011, awards in July 2010 had a fair value of $23.55 per share and Mr. Mucci's additional award in October 2010 upon promotion to CEO had a fair value of $25.12 per share. Mr. Morin was not granted performance shares upon his hire in August 2012 and Mr. Bottini was not granted performance shares upon his hire in October 2011. Option Awards (Column (f)) (5) | | The amounts in this column include the Company’s matching contributions under the 401(k) Plan. Beginning in January 2011, a Company matching contribution was reinstated after a suspension of the employer match in April 2009. The amounts for Mr. Judge and Mr. Humenik for fiscal 2011 include costs related to their respective separation agreements as described in the “Separation Agreement” discussion included in the CD&A. Mr. Humenik also includes $21,260 for a temporary living allowance. There are no taxgross-ups included in these amounts for fiscal 2011. The amounts for Mr. Judge and Mr. Humenik for fiscal 2010 and 2009 reflect costs to attend certain sales events to recognize top performers in sales, not to exceed 2% of the sales force. Within those costs are taxgross-ups of $9,204, and $6,017 for fiscal 2010 and 2009, respectively, for Mr. Judge and taxgross-up of $6,216 for Mr. Humenik for fiscal 2010. | | |
The amounts in the Option Awards column reflect the grant date fair value for stock options granted and one-time LTIP awards in the form of non-qualified performance stock options awarded during the respective fiscal years and do not reflect whether the recipient has actually realized a financial gain from such awards (such as by exercising stock options). The following table details the components of the options awarded during fiscal 2013 and fiscal 2012. For fiscal 2011, the amounts in this column reflect only time-vested stock options.The grant-date fair value related to the LTIP and the annual stock option grant, which together make up the total option awards, are as follows: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Fiscal 2013 | | Fiscal 2012 | | Grant-Date Fair Value | | One-Time LTIP Grant | | Annual Option Grant | | Total Option Grants | | One-Time LTIP Grant | | Annual Option Grant | | Total Option Grants | | Martin Mucci | | $ | — |
| | $ | 1,033,507 |
| | $ | 1,033,507 |
| | $ | 2,202,500 |
| | $ | 935,092 |
| | $ | 3,137,592 |
| | Efrain Rivera | | $ | — |
| | $ | 221,468 |
| | $ | 221,468 |
| | $ | 1,101,250 |
| | $ | 201,046 |
| | $ | 1,302,296 |
| | Mark A. Bottini | | $ | — |
| | $ | 221,468 |
| | $ | 221,468 |
| | $ | 1,018,750 |
| | $ | 215,001 |
| | $ | 1,233,751 |
| | Michael E. Gioja | | $ | — |
| | $ | 221,468 |
| | $ | 221,468 |
| | $ | 1,101,250 |
| | $ | 201,046 |
| | $ | 1,302,296 |
| | Robert Morin | | $ | 310,400 |
| | $ | 140,001 |
| | $ | 450,401 |
| | $ | — |
| — |
| $ | — |
| | $ | — |
|
Annual Option Grant The fair value for the annual grant of time-vested stock options reflected in the table above was determined using a Black-Scholes option pricing model. The assumptions and resulting per share fair value for option grants included in the amounts disclosed are as follows: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | September
2012 | | July
2012 | | October
2011 | | July
2011 | | October
2010 | | July
2010 | | Risk-Free Interest Rate | | 1.0 | % | | 1.0 | % | | 1.7 | % | | 2.4 | % | | 1.7 | % | | 2.5 | % | | Dividend Yield | | 4.1 | % | | 4.3 | % | | 4.3 | % | | 4.2 | % | | 4.3 | % | | 4.2 | % | | Volatility Factor | | 0.23 |
| | 0.23 |
| | 0.26 |
| | 0.23 |
| | 0.25 |
| | 0.24 |
| | Expected Option Term Life in Years | | 6.5 |
| | 6.5 |
| | 6.5 |
| | 6.5 |
| | 6.5 |
| | 6.5 |
| | Fair Value | | $ | 4.08 |
| | $ | 3.76 |
| | $ | 4.19 |
| | $ | 4.53 |
| | $ | 3.94 |
| | $ | 3.97 |
|
One-Time LTIP Grant A one-time LTIP grant was originally made in July 2011 in the form of non-qualified performance stock options in order to encourage the executives in achieving longer-term strategic goals. Subsequent to July 2011, grants were made under this LTIP only for newly hired executive officers. These options may vest based on performance against targets for the fiscal year ended May 31, 2016 ("fiscal 2016"), with potential acceleration of vesting of up to one-half of the options if targets for fiscal 2014 are achieved. The grant-date fair value of the one-time LTIP awards are reflected in the table above assuming target achievement (target is also the maximum achievement). The fair value was determined using a Black-Scholes option pricing model for each potential vesting tranche. The assumptions and resulting fair value for each potential vesting tranche included in the amounts disclosed are as follows: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | September 2012 (Mr. Morin) | | October 2011 (Mr. Bottini) | | July 2011 (all other NEOs) | | | | Fiscal 2014
Vesting
Tranche | | Fiscal 2016 Vesting Tranche | | Fiscal 2014
Vesting
Tranche | | Fiscal 2016
Vesting
Tranche | | Fiscal 2014
Vesting
Tranche | | Fiscal 2016
Vesting
Tranche | | Risk-Free Interest Rate | | 0.5 | % | | 0.8 | % | | 1.2 | % | | 1.7 | % | | 1.8 | % | | 2.4 | % | | Dividend Yield | | 4.1 | % | | 4.1 | % | | 4.3 | % | | 4.3 | % | | 4.2 | % | | 4.2 | % | | Volatility Factor | | 0.24 |
| | 0.24 |
| | 0.26 |
| | 0.26 |
| | 0.24 |
| | 0.23 |
| | Expected Option Term Life in Years | | 4.0 |
| | 5.5 |
| | 5.0 |
| | 6.5 |
| | 5.0 |
| | 6.5 |
| | Fair Value | | $ | 3.75 |
| | $ | 4.01 |
| | $ | 3.96 |
| | $ | 4.19 |
| | $ | 4.21 |
| | $ | 4.60 |
|
Non-Equity Incentive Plan Compensation (Column (g)) (6) | | Mr. Judge resigned from his position as President and CEO effective July 31, 2010. | | |
The amounts in this column are the amounts earned under the annual incentive program. These amounts were paid in July following the applicable fiscal year end. Refer to the discussion in the CD&A "Elements of Compensation", subsection "Annual Officer Performance Incentive Program" for information on performance targets and achievement against those targets to determine the amount earned under this program for fiscal 2013. All Other Compensation (Column (h)) (7) | | Mr. Humenik resigned from his position as Senior Vice President of Sales and Marketing effective October 15, 2010. |
The amounts reported in the All Other Compensation column include the Company matching contributions under the 401(k) Plan. Beginning in January 2011, a Company matching contribution was reinstated after a suspension of the employer match in April 2009. For fiscal 2012, this column also reflects a payment of $75,200 for Mr. Mucci resulting from a change in the vacation policy for executive officers. Also for fiscal 2012, this column reflects amounts incurred on behalf of Mr. Gioja of $10,617 in relocation expenses including a minimal tax gross-up of $62. 33
GRANTS OF PLAN-BASED AWARDS FOR FISCAL 20112013 The table below presents estimated possible payouts under the Company’s annual incentive program for fiscal 20112013 based on achievement of performance objectives at various levels for the Company and individual NEOs. It also summarizes equity awards granted in during fiscal 20112013 to each of the NEOs. This information does not set forth the actual payout awarded to the NEOs for fiscal 2011.2013. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Estimated Future Payouts Under
Non-Equity Incentive Plan
Awards | | Estimated Future Payouts
Under Equity Incentive
Plan Awards | | All
Other
Stock
Awards:
Number
of
Shares
of Stock
or Units | | All Other
Option
Awards:
Number
of
Securities
Underlying
Options | | Exercise
or
Base
Price
of
Option
Awards | | Grant-
Date
Fair
Value
of Stock
and
Option
Awards | Name
(a) | | Grant Type
(b) | | Grant
Date
(c) | | Threshold
($)
(d) | | Target
($)
(e) | | Maximum
($)
(f) | | Threshold
(#)
(g) | | Target
(#)
(h) | | Maximum
(#)
(i) | | (#)
(j) | | (#)
(k) | | ($/Sh)
(l) | | ($)
(m) | | Martin Mucci | | Annual Incentive Program | | 7/11/2012 | | $ | 422,500 |
| | $ | 1,014,000 |
| | $ | 1,690,000 |
| | | | | | | | | | | | | | | | | Restricted Stock | | 7/11/2012 | | | | | | | | | | | | | | 22,307 |
| | | | | | $ | 706,017 |
| | | Performance Shares | | 7/11/2012 | | | | | | | | 45,963 |
| | 61,284 |
| | 91,926 |
| | | | | | | | $ | 1,783,364 |
| | | Stock Option | | 7/11/2012 | | | | | | | | | | | | | | | | 274,869 |
| | $ | 31.65 |
| | $ | 1,033,507 |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | Efrain Rivera | | Annual Incentive Program | | 7/11/2012 | | $ | 127,500 |
| | $ | 318,750 |
| | $ | 510,000 |
| | | | | | | | | | | | | | | | | Restricted Stock | | 7/11/2012 | | | | | | | | | | | | | | 4,780 |
| | | | | | $ | 151,287 |
| | | Performance Shares | | 7/11/2012 | | | | | | | | 9,849 |
| | 13,132 |
| | 19,698 |
| | | | | | | | $ | 382,141 |
| | | Stock Option | | 7/11/2012 | | | | | | | | | | | | | | | | 58,901 |
| | $ | 31.65 |
| | $ | 221,468 |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | Mark A. Bottini | �� | Annual Incentive Program | | 7/11/2012 | | $ | 127,500 |
| | $ | 318,750 |
| | $ | 510,000 |
| | | | | | | | | | | | | | | | | Restricted Stock | | 7/11/2012 | | | | | | | | | | | | | | 4,780 |
| | | | | | $ | 151,287 |
| | | Performance Shares | | 7/11/2012 | | | | | | | | 9,849 |
| | 13,132 |
| | 19,698 |
| | | | | | | | $ | 382,141 |
| | | Stock Option | | 7/11/2012 | | | | | | | | | | | | | | | | 58,901 |
| | $ | 31.65 |
| | $ | 221,468 |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | Michael E. Gioja | | Annual Incentive Program | | 7/11/2012 | | $ | 112,500 |
| | $ | 281,250 |
| | $ | 450,000 |
| | | | | | | | | | | | | | | | | Restricted Stock | | 7/11/2012 | | | | | | | | | | | | | | 4,780 |
| | | | | | $ | 151,287 |
| | | Performance Shares | | 7/11/2012 | | | | | | | | 9,849 |
| | 13,132 |
| | 19,698 |
| | | | | | | | $ | 382,141 |
| | | Stock Option | | 7/11/2012 | | | | | | | | | | | | | | | | 58,901 |
| | $ | 31.65 |
| | $ | 221,468 |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | Robert Morin | | Annual Incentive Program | | 8/27/2012 | | $ | 36,000 |
| | $ | 90,000 |
| | $ | 144,000 |
| | | | | | | | | | | | | | | | | Restricted Stock | | 9/27/2012 | | | | | | | | | | | | | | 4,217 |
| | | | | | $ | 140,004 |
| | | Stock Option | | 9/27/2012 | | | | | | | | | | | | | | | | 34,314 |
| | $ | 33.20 |
| | $ | 140,001 |
| | | LTIP | | 9/27/2012 | | | | | | | | 40,000 |
| | 80,000 |
| | 80,000 |
| | | | | | $ | 33.20 |
| | $ | 310,400 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | All
| | | All Other
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Other
| | | Option
| | | | | | Grant
| | | | | | | | | | | | | | | | | | | | | | | | | | | | Stock
| | | Awards:
| | | Exercise
| | | Date
| | | | | | | | | | | | | | | | | | | | | | | | | | | | Awards:
| | | Number
| | | or
| | | Fair
| | | | | | | | | | | | | | | | | | | | | | | | | | | | Number
| | | of
| | | Base
| | | Value
| | | | | | | | | | Estimated Future Payouts Under
| | | Estimated Future Payouts
| | | of
| | | Securities
| | | Price
| | | of Stock
| | | | | | | | | | Non-Equity Incentive Plan
| | | Under Equity Incentive
| | | Shares
| | | Under-
| | | of
| | | and
| | | | | | | | | | Awards(1) | | | Plan Awards(2) | | | of Stock
| | | lying
| | | Option
| | | Option
| | | | | Grant
| | Grant
| | | Threshold
| | | Target
| | | Maximum
| | | Threshold
| | | Target
| | | Maximum
| | | or Units
| | | Options
| | | Awards
| | | Awards
| | Name | | Type | | Date | | | ($) | | | ($) | | | ($) | | | (#) | | | (#) | | | (#) | | | (#)(3) | | | (#)(4) | | | ($/Sh) | | | ($)(5) | | | | | Martin Mucci | | Annual Incentive
Program(6) | | | 7/7/2010 | | | $ | 44,940 | | | $ | 112,351 | | | $ | 179,761 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Annual Incentive
Program(6) | | | 10/12/2010 | | | $ | 213,333 | | | $ | 533,333 | | | $ | 853,333 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Restricted Stock | | | 7/7/2010 | | | | | | | | | | | | | | | | | | | | | | | | | | | | 4,964 | | | | | | | | | | | $ | 129,163 | | | | | Restricted Stock | | | 10/12/2010 | | | | | | | | | | | | | | | | | | | | | | | | | | | | 8,580 | | | | | | | | | | | $ | 234,062 | | | | | Performance Shares | | | 7/7/2010 | | | | | | | | | | | | | | | | 6,205 | | | | 12,411 | | | | 18,616 | | | | | | | | | | | | | | | $ | 292,279 | | | | | Performance Shares | | | 10/12/2010 | | | | | | | | | | | | | | | | 10,725 | | | | 21,451 | | | | 32,176 | | | | | | | | | | | | | | | $ | 538,849 | | | | | Stock Option | | | 7/7/2010 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 29,786 | | | $ | 26.02 | | | $ | 118,358 | | | | | Stock Option | | | 10/12/2010 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 154,591 | | | $ | 27.28 | | | $ | 608,625 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | John M. Morphy | | Annual Incentive
Program | | | 7/7/2010 | | | $ | 138,362 | | | $ | 345,905 | | | $ | 553,448 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Restricted Stock | | | 7/7/2010 | | | | | | | | | | | | | | | | | | | | | | | | | | | | 21,931 | | | | | | | | | | | $ | 570,645 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Michael E. Gioja | | Annual Inventive
Program | | | 7/7/2010 | | | $ | 56,000 | | | $ | 140,000 | | | $ | 224,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Restricted Stock | | | 7/7/2010 | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2,979 | | | | | | | | | | | $ | 77,514 | | | | | Performance Shares | | | 7/7/2010 | | | | | | | | | | | | | | | | 3,723 | | | | 7,447 | | | | 11,170 | | | | | | | | | | | | | | | $ | 175,377 | | | | | Stock Option | | | 7/7/2010 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 17,872 | | | $ | 26.02 | | | $ | 71,016 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | William G. Kuchta | | Annual Incentive
Program | | | 7/7/2010 | | | $ | 64,158 | | | $ | 160,395 | | | $ | 256,631 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Restricted Stock | | | 7/7/2010 | | | | | | | | | | | | | | | | | | | | | | | | | | | | 10,966 | | | | | | | | | | | $ | 285,335 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Michael A. McCarthy | | Annual Inventive
Program | | | 7/7/2010 | | | $ | 60,846 | | | $ | 152,116 | | | $ | 243,386 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Restricted Stock | | | 7/7/2010 | | | | | | | | | | | | | | | | | | | | | | | | | | | | 12,063 | | | | | | | | | | | $ | 313,879 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Delbert M. Humenik(7) | | Annual Inventive
Program | | | 7/7/2010 | | | $ | — | | | $ | — | | | $ | — | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Restricted Stock | | | 7/7/2010 | | | | | | | | | | | | | | | | | | | | | | | | | | | | 4,964 | | | | | | | | | | | $ | 129,163 | | | | | Performance Shares | | | 7/7/2010 | | | | | | | | | | | | | | | | 6,205 | | | | 12,411 | | | | 18,616 | | | | | | | | | | | | | | | $ | 292,279 | | | | | Stock Option | | | 7/7/2010 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 29,786 | | | $ | 26.02 | | | $ | 118,358 | |
Estimated Future Payouts Under Non-Equity Incentive Plan Awards (Columns (d), (e), and (f)) Note: Mr. Judge did not receive any grants of plan-based awards in fiscal 2011.
| | | (1) | | The amounts in these columns consist of possible annual incentive payouts under our annual incentive program for fiscal 2011. The amounts actually earned by each NEO for fiscal 2011 are reported as Non-Equity Incentive Plan Compensation in the Fiscal 2011 Summary Compensation Table. | | |
The amounts in these columns consist of possible annual incentive payouts under our annual incentive program for fiscal 2013. The amounts actually earned by each NEO for fiscal 2013 are reported as Non-Equity Incentive Plan Compensation in the Fiscal 2013 Summary Compensation Table. Estimated Future Payouts Under Equity Incentive Plan Awards (Columns (g), (h), and (i)) (2) | | The amounts in this column consist of performance share awards granted in fiscal 2011 under the 2002 Plan. The performance targets are over a two-year period. At the end of the performance period, actual shares earned will be determined and will be restricted with a one-year service requirement for the restrictions to lapse. Once the performance period is completed, the NEOs will have voting rights and earn dividends on the underlying restricted shares earned. Dividends are paid at the time of vesting. Upon death or disability, a pro-rata portion of actual performance shares earned for the performance period will be received based on number of days from the beginning of the performance period until the date of death or disability out of the total number of days in the performance period. | | | (3) | | The amounts in this column consist of restricted stock awards granted in fiscal 2011 under the 2002 Plan. All shares underlying these awards are restricted in that they are not transferable until they vest. One-third of these shares vest annually over a three-year period from the date of grant, provided the NEO is an employee of the Company on the vest date. Upon death or disability, these shares fully vest. The NEOs have voting rights and earn dividends on the underlying shares. Dividends are paid at the time of vesting. |
34
The amounts in these columns, for all NEOs except Mr. Morin, consist of performance shares granted during fiscal 2013 under the 2002 Plan. The performance share targets are over a two-year period. At the end of the performance period, actual shares earned will be determined and will be restricted with an additional one-year service requirement. Once the performance period is completed, the NEOs will have voting rights and earn dividends on the underlying restricted shares earned. Dividends are paid at the time of vesting. Upon death or disability, a pro-rata portion of actual performance shares earned for the performance period will be received based on number of days from the beginning of the performance period until the date of death or disability out of the total number of days in the performance period. For Mr. Morin, these columns show the potential payouts for his one-time LTIP award in the form of performance stock options. The performance stock options will vest if targets for fiscal 2016 are met, with potential accelerated vesting of up to one-half of the grant if performance targets are achieved for fiscal 2014. For these option awards, there is a threshold and target, but target is the maximum shares that will vest. All Other Stock Awards: Number of Shares of Stock or Units (Column (j)) | | | (4) | | The amounts in this column consist of stock option awards granted in fiscal 2011 under the 2002 Plan. These stock option awards have an exercise price equal to the closing stock price on the date of grant, have a term of ten years, and vest 25% per annum over a four-year period. Upon death or disability, all unvested options fully vest. | | |
The amounts in this column consist of restricted stock granted in fiscal 2013 under the 2002 Plan. All shares underlying these awards are restricted in that they are not transferable until they vest. One-third of these shares vest annually over a three-year period from the date of grant, provided the NEO is an employee of the Company on the vest date. Upon death or disability, these shares fully vest. The NEOs have voting rights and earn dividends on the underlying shares. Dividends are paid at the time of vesting. All Other Option Awards: Number of Securities Underlying Options (Column (k)) (5) | | The amounts in this column represent the aggregate grant date fair value of restricted stock, performance share, and stock option awards granted in fiscal 2011 under the 2002 Plan. The fair values of the restricted stock awards were $26.02 per share for the July 2010 awards and $27.28 per share for Mr. Mucci’s October 2010 award, and were equal to the price of the underlying common stock on the date of grant. The fair values of the performance shares were based on achievement at target and were $23.55 per share for the July 2010 awards and $25.12 per share for Mr. Mucci’s October 2010 award, and were equal to the price of the underlying common stock on the date of grant less the present value of expected dividends over the performance period. The fair values of the July 2010 annual stock option awards and Mr. Mucci’s October 2010 stock option award were $3.97 per share and $3.94 per share, respectively, and were determined using a Black-Scholes option pricing model. | | |
The amounts in this column consist of stock options granted in fiscal 2013 under the 2002 Plan. These stock options have an exercise price equal to the closing stock price on the date of grant, have a term of ten years, and vest 25% per annum over a four-year period. Upon death or disability, all unvested options fully vest. Grant-Date Fair Value of Stock and Option Awards (Column (m)) (6) | | Mr. Mucci’s annual incentive award was pro-rated between his SVP award granted July 7, 2010 and his award for CEO granted October 12, 2010. | | | (7) | | Mr. Humenik resigned effective October 15, 2010. As a result, he became ineligible for his annual incentive award and forfeited his equity awards. |
The amounts in this column represent the aggregate grant date fair value of restricted stock, performance shares, stock options, and performance stock options granted in fiscal 2013 under the 2002 Plan as follows: The fair values of the restricted stock awards were $31.65 per share for the July 2012 awards and $33.20 per share for Mr. Morin’s September 2012 award, and were equal to the price of the underlying common stock on the date of grant.
The fair value of the performance shares was based on achievement at target and was $29.10 per share for the July 2012 awards. This was equal to the price of the underlying common stock on the date of grant less the present value of expected dividends over the performance period. The fair values of the July 2012 annual stock option grants and Mr. Morin’s September 2012 stock option grant were $3.76 per share and $4.08 per share, respectively. The weighted-average fair value of Mr. Morin's September 2012 performance stock option award was $3.88 per share. Fair values for stock options and performance stock options were determined using a Black-Scholes option pricing model. OPTION EXERCISES AND STOCK VESTED IN FISCAL 20112013 The following table provides information about the value realized by the NEOs upon the exercise of options and the lapsing of the restrictions on restricted stock awards during fiscal 2011.2013. Certain columns in this table and the presentation of information on anaward-by-award basis are not required by the rules relating to executive compensation disclosures and are not a substitute for the information required by Item 402 of SECRegulation S-K, but rather are intended to provide additional information that stockholders may find useful. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Option Awards | | Stock Awards | | | | | | Number of
| | | | | | | | Number of
| | | | | | | | Shares
| | | | Value Realized
| | | | Shares
| | Value
| | | | Date of
| | Acquired on
| | Exercise
| | on Exercise
| | Date of
| | Acquired on
| | Realized on
| Name | | Grant | | Exercise (#) | | Price ($) | | ($)(1) | | Grant | | Lapsing (#) | | Lapse ($)(2) | | | | Martin Mucci | | | — | | | | — | | | | — | | | | — | | | | 7/9/2009 | | | | 1,601 | | | $ | 40,281 | | | John M. Morphy | | | 7/9/2009 | | | | 12,039 | | | $ | 24.21 | | | $ | 100,164 | | | | 7/17/2007 | | | | 10,000 | | | $ | 272,600 | | | | | | | | | | | | | | | | | | | | | | 7/9/2009 | | | | 1,601 | | | $ | 40,281 | | | Michael E. Gioja | | | 7/9/2009 | | | | 7,839 | | | $ | 24.21 | | | $ | 53,227 | | | | 7/9/2009 | | | | 991 | | | $ | 24,934 | | | William G. Kuchta | | | — | | | | — | | | | — | | | | — | | | | 7/9/2009 | | | | 800 | | | $ | 20,128 | | | Michael A. McCarthy | | | — | | | | — | | | | — | | | | — | | | | 7/9/2009 | | | | 800 | | | $ | 20,128 | | | Jonathan J. Judge | | | 10/1/2004 | | | | 100,000 | | | $ | 30.68 | | | $ | 309,840 | | | | 7/13/2006 | | | | 11,112 | | | $ | 290,245 | | | | | | 7/9/2009 | | | | 63,289 | | | $ | 24.21 | | | $ | 605,574 | | | | 7/17/2007 | | | | 11,111 | | | $ | 290,220 | | | | | | | | | | | | | | | | | | | | | | 7/9/2009 | | | | 8,003 | | | $ | 201,355 | | | Delbert M. Humenik | | | 9/28/2009 | | | | 11,201 | | | $ | 29.29 | | | $ | 13,553 | | | | 9/28/2009 | | | | 1,280 | | | $ | 34,778 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | Option Awards | | Stock Awards | Name
(a) | | Date of
Grant
(b) | | Number of
Shares
Acquired on
Exercise (#)
(c) | | Exercise
Price ($)
(d) | | Value Realized
on Exercise ($) (e) | | Date of
Grant
(f) | | Number of
Shares
Acquired on
Lapsing (#)
(g) | | Value
Realized on
Lapse ($)
(h) | | Martin Mucci | | 7/10/2003 |
| | 25,000 |
| | $ | 29.55 |
| | $ | 98,370 |
| | 7/17/2007 | | 4,445 | | $ | 144,418 |
| | | | | | | | | | | 7/7/2010 | | 1,654 | | $ | 51,522 |
| | | | | | | | | | | 10/12/2010 | | 2,860 | | $ | 93,322 |
| | | | | | | | | | | 7/6/2011 | | 6,608 | | $ | 205,839 |
| | | | | | | | | | | | | | | | | | Efrain Rivera | | — |
| | — |
| | — |
| | — |
| | 7/6/2011 | | 1,421 | | $ | 44,264 |
| | | | | | | | | | | | | | | | | | Mark A. Bottini | | — |
| | — |
| | — |
| | — |
| | 10/17/2011 | | 2,554 | | $ | 84,461 |
| | | | | | | | | | | | | | | | | | Michael E. Gioja | | 11/10/2008 |
| | 9,600 |
| | $ | 26.77 |
| | $ | 41,491 |
| | 7/7/2010 | | 993 | | $ | 30,932 |
| | | | 7/9/2009 |
| | 7,839 |
| | $ | 24.21 |
| | $ | 53,948 |
| | 7/6/2011 | | 1,421 | | $ | 44,264 |
| | | | 7/7/2010 |
| | 8,936 |
| | $ | 26.02 |
| | $ | 45,323 |
| | | | | | |
Value Realized on Exercise (Column (e)) | | | (1) | | Amounts in this column represent the difference between the market price of a share of the Company’s common stock and the exercise price of the option as of the date of exercise for all options exercised. | | |
The amounts in this column represent the difference between the market price of a share of the Company’s common stock as of the date of exercise and the exercise price of the option for all options exercised. Value Realized on Lapse (Column (h)) (2) | | Amounts in this column are based on the closing stock price of the Company’s common stock on the date of lapse. For the July 9, 2009 grant and Mr. Humenik’s September 28, 2009 grant, one-sixth of the awards lapsed based on achievement of pre-set performance targets at a closing stock price of $25.16 per share as of July 6, 2010 and $27.17 per share as of September 28, 2010, respectively. Mr. Morphy’s July 17, 2007 time-vested restricted stock lapsed at a closing stock price of $27.26 per share as of October 1, 2010. As part of Mr. Judge’s separation agreement, one-third of the July 13, 2006 grant and one-third of the July 17, 2007 grant lapsed at a closing stock price of $26.12 per share as of August 2, 2010. |
The amounts in this column are based on the closing stock price of the Company’s common stock on the date of lapse. 35
OUTSTANDING EQUITY AWARDS AS OF MAY 31, 20112013 The following table presents the equity awards made to NEOs which are outstanding as of May 31, 2011.2013. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Option Awards | | | Stock Awards | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Equity
| | | Equity
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | Incentive
| | | Incentive Plan
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | Plan
| | | Awards:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | Awards:
| | | Market or
| | | | | | | | | | | | | | | | | | | | | | | Number
| | | | | | Number of
| | | Payout Value
| | | | | | | | Number of
| | | Number of
| | | | | | | | | | | | of Shares
| | | | | | Unearned
| | | of Unearned
| | | | | | | | Securities
| | | Securities
| | | | | | | | | Total
| | | or Units
| | | Market Value
| | | Shares,
| | | Shares, Units
| | | | | | | | Underlying
| | | Underlying
| | | | | | | | | Potential
| | | of Stock
| | | of Shares or
| | | Units or
| | | or Other
| | | | | | | | Unexercised
| | | Unexercised
| | | | | | | | | Current
| | | That Have
| | | Units of Stock
| | | Other Rights
| | | Rights That
| | | | | Option
| | | Options
| | | Options
| | | Option
| | | Option
| | | Value of
| | | Not
| | | That Have Not
| | | That Have
| | | Have Not
| | | | | Grant
| | | (Exercisable)
| | | (Unexercisable)
| | | Exercise
| | | Expiration
| | | Outstanding
| | | Vested
| | | Vested
| | | Not Vested
| | | Vested
| | Name | | Date | | | (#) | | | (#)(1) | | | Price ($) | | | Date | | | Options(2) | | | (#)(3),(4) | | | ($)(3),(4),(5) | | | (#)(6) | | | ($)(6) | | | | | Martin Mucci | | | 10/12/2010 | | | | — | | | | 154,591 | | | $ | 27.28 | | | | 10/10/2020 | | | | | | | | | | | | | | | | | | | | | | | | | | 07/07/2010 | | | | — | | | | 29,786 | | | $ | 26.02 | | | | 07/06/2020 | | | | | | | | | | | | | | | | | | | | | | | | | | 07/09/2009 | | | | 12,658 | | | | 50,632 | | | $ | 24.21 | | | | 07/08/2019 | | | | | | | | | | | | | | | | | | | | | | | | | | 07/09/2009 | (7) | | | 5,070 | | | | 7,605 | | | $ | 31.95 | | | | 07/09/2018 | | | | | | | | | | | | | | | | | | | | | | | | | | 07/10/2008 | | | | 16,000 | | | | 24,000 | | | $ | 31.95 | | | | 07/09/2018 | | | | | | | | | | | | | | | | | | | | | | | | | | 07/17/2007 | | | | 18,000 | | | | 12,000 | | | $ | 43.91 | | | | 07/17/2017 | | | | | | | | | | | | | | | | | | | | | | | | | | 07/13/2006 | | | | 24,000 | | | | 6,000 | | | $ | 36.87 | | | | 07/13/2016 | | | | | | | | | | | | | | | | | | | | | | | | | | 07/07/2005 | | | | 50,000 | | | | — | | | $ | 33.68 | | | | 07/07/2015 | | | | | | | | | | | | | | | | | | | | | | | | | | 07/08/2004 | | | | 30,000 | | | | — | | | $ | 31.79 | | | | 07/08/2014 | | | | | | | | | | | | | | | | | | | | | | | | | | 07/10/2003 | | | | 25,000 | | | | — | | | $ | 29.55 | | | | 07/10/2013 | | | | | | | | | | | | | | | | | | | | | | | | | | 07/11/2002 | | | | 15,000 | | | | — | | | $ | 28.14 | | | | 07/11/2012 | | | $ | 1,640,005 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 38,215 | | | $ | 1,234,345 | | | | 16,930 | | | $ | 546,839 | | | John M. Morphy | | | 07/09/2009 | | | | 619 | | | | 50,632 | | | $ | 24.21 | | | | 07/08/2019 | | | | | | | | | | | | | | | | | | | | | | | | | | 07/09/2009 | (7) | | | 4,662 | | | | 6,993 | | | $ | 31.95 | | | | 07/09/2018 | | | | | | | | | | | | | | | | | | | | | | | | | | 07/10/2008 | | | | 14,712 | | | | 22,069 | | | $ | 31.95 | | | | 07/09/2018 | | | | | | | | | | | | | | | | | | | | | | | | | | 07/17/2007 | | | | 18,000 | | | | 12,000 | | | $ | 43.91 | | | | 07/17/2017 | | | | | | | | | | | | | | | | | | | | | | | | | | 07/13/2006 | | | | 24,000 | | | | 6,000 | | | $ | 36.87 | | | | 07/13/2016 | | | | | | | | | | | | | | | | | | | | | | | | | | 07/07/2005 | | | | 50,000 | | | | — | | | $ | 33.68 | | | | 07/07/2015 | | | | | | | | | | | | | | | | | | | | | | | | | | 07/08/2004 | | | | 30,000 | | | | — | | | $ | 31.79 | | | | 07/08/2014 | | | | | | | | | | | | | | | | | | | | | | | | | | 07/12/2001 | | | | 15,000 | | | | — | | | $ | 40.86 | | | | 07/12/2011 | | | $ | 446,873 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 65,750 | | | $ | 2,123,725 | | | | | | | | | | | Michael E. Gioja | | | 07/07/2010 | | | | — | | | | 17,872 | | | $ | 26.02 | | | | 07/06/2020 | | | | | | | | | | | | | | | | | | | | | | | | | | 07/09/2009 | | | | — | | | | 31,359 | | | $ | 24.21 | | | | 07/08/2019 | | | | | | | | | | | | | | | | | | | | | | | | | | 11/10/2008 | | | | 4,800 | | | | 7,200 | | | $ | 26.77 | | | | 11/09/2018 | | | $ | 432,290 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 10,436 | | | $ | 337,083 | | | | 3,723 | | | $ | 120,253 | | | William G. Kuchta | | | 07/09/2009 | | | | 6,329 | | | | 25,318 | | | $ | 24.21 | | | | 07/08/2019 | | | | | | | | | | | | | | | | | | | | | | | | | | 07/09/2009 | (7) | | | 2,331 | | | | 3,497 | | | $ | 31.95 | | | | 07/09/2018 | | | | | | | | | | | | | | | | | | | | | | | | | | 07/10/2008 | | | | 7,356 | | | | 11,035 | | | $ | 31.95 | | | | 07/09/2018 | | | | | | | | | | | | | | | | | | | | | | | | | | 07/17/2007 | | | | 9,000 | | | | 6,000 | | | $ | 43.91 | | | | 07/17/2017 | | | | | | | | | | | | | | | | | | | | | | | | | | 07/13/2006 | | | | 12,000 | | | | 3,000 | | | $ | 36.87 | | | | 07/13/2016 | | | | | | | | | | | | | | | | | | | | | | | | | | 07/07/2005 | | | | 25,000 | | | | — | | | $ | 33.68 | | | | 07/07/2015 | | | | | | | | | | | | | | | | | | | | | | | | | | 07/08/2004 | | | | 12,000 | | | | — | | | $ | 31.79 | | | | 07/08/2014 | | | | | | | | | | | | | | | | | | | | | | | | | | 07/10/2003 | | | | 8,000 | | | | — | | | $ | 29.55 | | | | 07/10/2013 | | | | | | | | | | | | | | | | | | | | | | | | | | 07/11/2002 | | | | 15,000 | | | | — | | | $ | 28.14 | | | | 07/11/2012 | | | | | | | | | | | | | | | | | | | | | | | | | | 07/12/2001 | | | | 8,000 | | | | — | | | $ | 40.86 | | | | 07/12/2011 | | | $ | 355,021 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 22,878 | | | $ | 738,959 | | | | | | | | | | | Michael A. McCarthy | | | 07/09/2009 | | | | 6,329 | | | | 25,318 | | | $ | 24.21 | | | | 07/08/2019 | | | | | | | | | | | | | | | | | | | | | | | | | | 07/09/2009 | (7) | | | 2,331 | | | | 3,497 | | | $ | 31.95 | | | | 07/09/2018 | | | | | | | | | | | | | | | | | | | | | | | | | | 07/10/2008 | | | | 7,356 | | | | 11,035 | | | $ | 31.95 | | | | 07/09/2018 | | | | | | | | | | | | | | | | | | | | | | | | | | 07/17/2007 | | | | 9,000 | | | | 6,000 | | | $ | 43.91 | | | | 07/17/2017 | | | | | | | | | | | | | | | | | | | | | | | | | | 07/13/2006 | | | | 9,000 | | | | 3,000 | | | $ | 36.87 | | | | 07/13/2016 | | | | | | | | | | | | | | | | | | | | | | | | | | 07/07/2005 | | | | 12,000 | | | | — | | | $ | 33.68 | | | | 07/07/2015 | | | | | | | | | | | | | | | | | | | | | | | | | | 07/08/2004 | | | | 5,000 | | | | — | | | $ | 31.79 | | | | 07/08/2014 | | | $ | 267,051 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 23,975 | | | $ | 774,393 | | | | | | | | | | | Jonathan J. Judge | | | 07/09/2009 | (7) | | | 23,310 | | | | — | | | $ | 31.95 | | | | 08/02/2011 | | | | | | | | | | | | | | | | | | | | | | | | | | 07/10/2008 | | | | 73,562 | | | | — | | | $ | 31.95 | | | | 08/02/2011 | | | | | | | | | | | | | | | | | | | | | | | | | | 07/17/2007 | | | | 120,000 | | | | — | | | $ | 43.91 | | | | 08/02/2011 | | | | | | | | | | | | | | | | | | | | | | | | | | 07/13/2006 | | | | 150,000 | | | | — | | | $ | 36.87 | | | | 08/02/2011 | | | | | | | | | | | | | | | | | | | | | | | | | | 07/07/2005 | | | | 250,000 | | | | — | | | $ | 33.68 | | | | 08/02/2011 | | | | | | | | | | | | | | | | | | | | | | | | | | 10/01/2004 | | | | 550,000 | | | | — | | | $ | 30.68 | | | | 08/02/2011 | | | $ | 924,905 | | | | | | | | | | | | | | | | | |
Note: Mr. Humenik did not have any outstanding equity awards as of May 31, 2011. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Option Awards | | Stock Awards | Name
(a) | | Option
Grant
Date
(b) | | Number of
Securities
Underlying
Unexercised
Options
(Exercisable)
(#)
(c) | | Number of
Securities
Underlying
Unexercised
Options
(Unexercisable)
(#)
(d) | | Equity
Incentive
Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
(#)
(e) | | Option
Exercise
Price ($)
(f) | | Option
Expiration
Date
(g) | | Total
Potential
Current
Value of
Outstanding
Options($)
(h) | | Number
of
Shares
or Units
of Stock
That
Have
Not
Vested
(#)
(i) | | Market Value
of Shares or
Units of Stock
That Have Not
Vested
($)
(j) | | Equity
Incentive
Plan
Awards:
Number of
Unearned
Shares,
Units or
Other Rights
That Have
Not Vested
(#)
(k) | | Equity
Incentive Plan
Awards:
Market or
Payout Value
of Unearned
Shares, Units
or Other
Rights That
Have Not
Vested ($)
(l) | | Martin Mucci | | 7/11/2012 | | — |
| | 274,869 |
| | — |
| | $ | 31.65 |
| | 7/10/2022 | | | | | | | | | | | | | | 7/7/2011 | | — |
| | — |
| | 250,000 |
| | $ | 31.63 |
| | 7/6/2021 | | | | | | | | | | | | | | 7/6/2011 | | 51,605 |
| | 154,817 |
| | — |
| | $ | 31.34 |
| | 7/5/2021 | | | | | | | | | | | | | | 10/12/2010 | | 77,295 |
| | 77,296 |
| | — |
| | $ | 27.28 |
| | 10/10/2020 | | | | | | | | | | | | | | 7/7/2010 | | 14,893 |
| | 14,893 |
| | — |
| | $ | 26.02 |
| | 7/6/2020 | | | | | | | | | | | | | | 7/9/2009 | | 37,974 |
| | 25,316 |
| | — |
| | $ | 24.21 |
| | 7/8/2019 | | | | | | | | | | | | | | 7/9/2009 | (1) | 10,140 |
| | 2,535 |
| | — |
| | $ | 31.95 |
| | 7/9/2018 | | | | | | | | | | | | | | 7/10/2008 | | 32,000 |
| | 8,000 |
| | — |
| | $ | 31.95 |
| | 7/9/2018 | | | | | | | | | | | | | | 7/17/2007 | | 30,000 |
| | — |
| | — |
| | $ | 43.91 |
| | 7/17/2017 | | | | | | | | | | | | | | 7/13/2006 | | 30,000 |
| | — |
| | — |
| | $ | 36.87 |
| | 7/13/2016 | | | | | | | | | | | | | | 7/7/2005 | | 50,000 |
| | — |
| | — |
| | $ | 33.68 |
| | 7/7/2015 | | | | | | | | | | | | | | 7/8/2004 | | 30,000 |
| | — |
| | — |
| | $ | 31.79 |
| | 7/8/2014 | | $ | 7,475,336 |
| | | | | | | | | | | | | | | | | | | | | | | | | | 146,420 |
| | $ | 5,451,217 |
| | 45,963 |
| | $ | 1,711,202 |
| | Efrain Rivera | | 7/11/2012 | | — |
| | 58,901 |
| | — |
| | $ | 31.65 |
| | 7/10/2022 | | | | | | | | | | | | | | 7/7/2011 | | — |
| | — |
| | 125,000 |
| | $ | 31.63 |
| | 7/6/2021 | | | | | | | | | | | | | | 7/6/2011 | | 11,095 |
| | 33,286 |
| | — |
| | $ | 31.34 |
| | 7/5/2021 | | $ | 1,290,072 |
| | | | | | | | | | | | | | | | | | | | | | | | | | 18,158 |
| | $ | 676,022 |
| | 9,849 |
| | $ | 366,678 |
| | Mark A. Bottini | | 7/11/2012 | | — |
| | 58,901 |
| | — |
| | $ | 31.65 |
| | 7/10/2022 | | | | | | | | | | | | | | 10/17/2011 | | — |
| | — |
| | 125,000 |
| | $ | 28.06 |
| | 10/16/2021 | | | | | | | | | | | | | | 10/17/2011 | | 12,828 |
| | 38,485 |
| | — |
| | $ | 28.06 |
| | 10/16/2021 | | $ | 1,945,458 |
| | | | | | | | | | | | | | | | | | | | | | | | | | 9,888 | | $ | 368,130 |
| | 9,849 | | $ | 366,678 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Option Awards | | Stock Awards | Name
(a) | | Option
Grant
Date
(b) | | Number of
Securities
Underlying
Unexercised
Options
(Exercisable)
(#)
(c) | | Number of
Securities
Underlying
Unexercised
Options
(Unexercisable)
(#)
(d) | | Equity
Incentive
Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
(#)
(e) | | Option
Exercise
Price ($)
(f) | | Option
Expiration
Date
(g) | | Total
Potential
Current
Value of
Outstanding
Options($)
(h) | | Number
of
Shares
or Units
of Stock
That
Have
Not
Vested
(#)
(i) | | Market Value
of Shares or
Units of Stock
That Have Not
Vested
($)
(j) | | Equity
Incentive
Plan
Awards:
Number of
Unearned
Shares,
Units or
Other Rights
That Have
Not Vested
(#)
(k) | | Equity
Incentive Plan
Awards:
Market or
Payout Value
of Unearned
Shares, Units
or Other
Rights That
Have Not
Vested ($)
(l) | | Michael E. Gioja | | 7/11/2012 | | — |
| | 58,901 |
| | — |
| | $ | 31.65 |
| | 7/10/2022 | | | | | | | | | | | | | | 7/7/2011 | | — |
| | — |
| | 125,000 |
| | $ | 31.63 |
| | 7/6/2021 | | | | | | | | | | | | | | 7/6/2011 | | 11,095 |
| | 33,286 |
| | — |
| | $ | 31.34 |
| | 7/5/2021 | | | | | | | | | | | | | | 7/7/2010 | | — |
| | 8,936 |
| | — |
| | $ | 26.02 |
| | 7/6/2020 | | | | | | | | | | | | | | 7/9/2009 | | — |
| | 15,680 |
| | — |
| | $ | 24.21 |
| | 7/8/2019 | | | | | | | | | | | | | | 11/10/2008 | | — |
| | 2,400 |
| | — |
| | $ | 26.77 |
| | 11/9/2018 | | $ | 1,619,502 |
| | | | | | | | | | | | | | | | | | | | | | | | | | 34,628 |
| | $ | 1,289,200 |
| | 9,849 |
| | $ | 366,678 |
| | Robert Morin | | 9/27/2012 | | — |
| | — |
| | 40,000 |
| | $ | 33.20 |
| | 9/26/2022 | | | | | | | | | | | | | | 9/27/2012 | | — |
| | 34,314 |
| | — |
| | $ | 33.20 |
| | 9/26/2022 | | $ | 299,485 |
| | | | | | | | | | | | | | | | | | | | | | | | | | 4,217 |
| | $ | 156,999 |
| | — |
| | $ | — |
|
| | | (1) | | The option awards displayed in this column issued prior to July 2010 vest 20% per annum over a five-year period from the date of grant, except for the July 2009 special award discussed in note 7. Awards issued during |
36
| | | | | and subsequent to July 2010 vest 25% per annum over a four-year period from the date of grant. The following table provides information with respect to the future vesting of each NEO’s outstanding options: |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Number of Securities Vesting (#) | | | | | | October/
| | | | October/
| | | | October/
| | | | | | | | July
| | November
| | July
| | November
| | July
| | November
| | July
| | October
| | | | 2011 | | 2011 | | 2012 | | 2012 | | 2013 | | 2013 | | 2014 | | 2014 | | | | Martin Mucci | | | 42,639 | | | | 38,647 | | | | 36,640 | | | | 38,648 | | | | 30,639 | | | | 38,648 | | | | 20,105 | | | | 38,648 | | | John M. Morphy | | | 34,345 | | | | — | | | | 28,345 | | | | — | | | | 22,346 | | | | — | | | | 12,658 | | | | — | | | Michael E. Gioja | | | 12,308 | | | | 2,400 | | | | 12,307 | | | | 2,400 | | | | 12,308 | | | | 2,400 | | | | 12,308 | | | | — | | | Michael A. McCarthy | | | 17,172 | | | | — | | | | 14,174 | | | | — | | | | 11,174 | | | | — | | | | 6,330 | | | | — | | | William G. Kuchta | | | 17,172 | | | | — | | | | 14,174 | | | | — | | | | 11,174 | | | | — | | | | 6,330 | | | | — | |
| | | (2) | | The total potential current value of options outstanding is based on the difference between $32.30, the closing price of the Company’s common stock on May 31, 2011, and the option price multiplied by all outstanding options, whether exercisable or unexercisable. In those instances when the outstanding options are out of the money (the option exercise price is greater than the closing price), no value is provided. This column is not required by the rules relating to executive compensation disclosures and is not a substitute for information required by Item 402 of SECRegulation S-K, but rather is intended to provide additional information that stockholders may find useful. | | (3) | | Total dividends and interest accrued on the restricted stock awards that have not vested as of May 31, 2011 were as follows: Mr. Mucci — $106,199; Mr. Morphy — $215,238; Mr. Gioja — $23,760; Mr. Kuchta — $58,056; and Mr. McCarthy — $59,417. | | (4) | | The stock awards in these columns include awards on July 7, 2010 and October 12, 2010 that are subject to time-based vesting pro rata over three years. In addition, these columns include grants on July 13, 2006, July 17, 2007, July 10, 2008, and July 9, 2009, which were subject to early vesting for attainment of performance goals. In July 2011, the Board approved the vesting of one-sixth of the July 9, 2009 award based upon achievement against pre-established performance goals. Pursuant to the terms of these awards, the remaining unvested shares will vest on the fifth anniversary of the respective grant dates, assuming the NEO is an employee of the Company on those dates. The following table provides information with respect to the future vesting of each NEO’s outstanding restricted stock awards: |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | �� | | | | | Number of Securities Vesting (#) | | | | July
| | October
| | July
| | October
| | July
| | October
| | November
| | July
| | | | 2011 | | 2011 | | 2012 | | 2012 | | 2013 | | 2013 | | 2013 | | 2014 | | | | Martin Mucci | | | 5,479 | | | | 2,860 | | | | 6,099 | | | | 2,860 | | | | 11,655 | | | | 2,860 | | | | — | | | | 6,402 | | | John M. Morphy | | | 11,135 | | | | 10,000 | | | | 11,755 | | | | 10,000 | | | | 16,458 | | | | — | | | | — | | | | 6,402 | | | Michael E. Gioja | | | 1,984 | | | | — | | | | 993 | | | | — | | | | 993 | | | | — | | | | 2,500 | | | | 3,966 | | | Michael A. McCarthy | | | 5,933 | | | | — | | | | 6,244 | | | | — | | | | 8,596 | | | | — | | | | — | | | | 3,202 | | | William G. Kuchta | | | 5,568 | | | | — | | | | 5,878 | | | | — | | | | 8,230 | | | | — | | | | — | | | | 3,202 | |
| | | | | In July 2007, Mr. Morphy received a one-time grant to provide incentive for long-term retention. The award vests one-third per year beginning in October 2010. | | (5) | | The market value displayed is based on the number of shares that have not vested multiplied by $32.30, the closing price of the Company’s common stock as of May 31, 2011. | | (6) | | The stock awards in these columns represent performance shares granted on July 7, 2010 and an additional grant on October 12, 2010 for Mr. Mucci. These awards have pre-established performance goals that can be achieved over a two-year period. Shares earned will be determined at the end of the performance period, and then will be restricted with a one-year service requirement before the restrictions lapse. These awards are presented at threshold performance as of May 31, 2011. The market value displayed is based on the number of shares at threshold multiplied by $32.30, the closing price of the Company’s common stock as of May 31, 2011. | | (7) | | This one-time special option awardgrant vested 20% immediately and 20% per annum over a four-year period from the date of grant. |
37
Number of Securities Underlying Unexercised Options (Column (d)) The options displayed in this column issued prior to July 2010 vest 20% per annum over a five-year period from the date of grant, except for the July 2009 special grant noted in note 1 to the table. Awards issued during and subsequent to July 2010 vest 25% per annum over a four-year period from the date of grant. The following table provides information with respect to the future vesting of each NEO’s outstanding options. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Number of Securities Vesting (#) | | | | July 2013 | | September - November 2013 | | July 2014 | | September - November 2014 | | July 2015 | | September - November 2015 | | July 2016 | | September 2016 | | Martin Mucci | | 150,962 |
| | 38,648 |
| | 140,427 |
| | 38,648 |
| | 120,323 |
| | — |
| | 68,718 |
| | — |
| | Efrain Rivera | | 25,820 |
| | — |
| | 25,820 |
| | — |
| | 25,821 |
| | — |
| | 14,726 |
| | — |
| | Mark A. Bottini | | 14,725 |
| | 12,828 |
| | 14,725 |
| | 12,828 |
| | 14,725 |
| | 12,829 |
| | 14,726 |
| | — |
| | Michael E. Gioja | | 38,128 |
| | 2,400 |
| | 38,128 |
| | — |
| | 25,821 |
| | — |
| | 14,726 |
| | — |
| | Robert Morin | | — |
| | 8,578 |
| | — |
| | 8,579 |
| | — |
| | 8,578 |
| | — |
| | 8,579 |
|
Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (Column (e)) The amounts in this column represent LTIP performance stock options which will vest in amounts subject to pre-established performance goals for fiscal 2016, with potential for accelerated vesting of up to one-half of the grant if performance targets are achieved for fiscal 2014. The awards are presented at threshold performance. Total Potential Current Value of Outstanding Options (Column (h)) The total potential current value of options outstanding is based on the difference between $37.23, the closing price of the Company’s common stock on May 31, 2013, and the option price multiplied by all outstanding options, whether exercisable or unexercisable. This includes the performance stock option shares (discussed above) at threshold. In those instances when the outstanding options are out of the money (the option exercise price is greater than the closing price), no value is provided. This column is not required by the rules relating to executive compensation disclosures and is not a substitute for information required by Item 402 of SEC Regulation S-K, but rather is intended to provide additional information that stockholders may find useful. Market Value of Shares or Units That Have Not Vested (Column (j)) Total dividends and interest accrued on the restricted stock awards that have not vested as of May 31, 2013 were as follows: Mr. Mucci — $229,079; Mr. Rivera — $13,602; Mr. Bottini — $17,871; Mr. Gioja — $63,551; and Mr. Morin — $4,177.
The stock awards in this column includes awards on July 7, 2010, October 12, 2010, July 6, 2011, October 17, 2011, July 11, 2012, and September 27, 2012 that are subject to time-based vesting pro rata over three years. In addition, these columns include grants on July 10, 2008, November 10, 2008, and July 9, 2009, which were subject to early vesting for attainment of performance goals. The performance shares granted on July 7, 2010, October 12, 2010, and July 6, 2011 are also now included in these columns, since their performance conditions have been satisfied. These performance shares are now restricted with a one-year service requirement before the restrictions lapse in July 2013 and July 2014. The following table provides information with respect to the future vesting of each NEO’s outstanding restricted stock awards: | | | | | | | | | | | | | | | | | | | | | | | Number of Securities Vesting (#) | | | | July 2013 | | September-November 2013 | | July 2014 | | September-November 2014 | | July 2015 | | October-November 2015 | | Martin Mucci | | 66,671 |
| | 2,860 |
| | 69,453 |
| | — |
| | 7,436 |
| | — |
| | Efrain Rivera | | 3,014 |
| | — |
| | 13,551 |
| | — |
| | 1,593 |
| | — |
| | Mark A. Bottini | | 1,594 |
| | 2,554 |
| | 1,593 |
| | 2,554 |
| | 1,593 |
| | — |
| | Michael E. Gioja | | 13,018 |
| | 2,500 |
| | 17,517 |
| | — |
| | 1,593 |
| | — |
| | Robert Morin | | — |
| | 1,406 |
| | — |
| | 1,405 |
| | — |
| | 1,406 |
|
The market value displayed is based on the number of shares that have not vested multiplied by $37.23, the closing price of the Company’s common stock as of May 31, 2013. Equity Incentive Plan Awards: Unearned Shares, Units or Other Rights That Have Not Vested (Columns (k) and (l)) The stock awards in these columns represent performance shares granted on July 11, 2012. These awards have pre-established performance goals that can be achieved over a two-year period. Shares earned will be determined at the end of the performance period, and then will be restricted with a one-year service requirement before the restrictions lapse. These awards are presented at threshold performance as of May 31, 2013. The market value displayed is based on the number of shares at threshold multiplied by $37.23, the closing price of the Company’s common stock as of May 31, 2013.
POTENTIAL PAYMENTS UPON TERMINATION ORCHANGE-IN-CONTROL
CHANGE IN CONTROL FISCAL 20112013 Change In Control Plan 2011 Separation AgreementsOn July 12, 2010, theThe Company announced Mr. Judge’s resignation from his position as President and CEO effective July 31, 2010. Mr. Humenik resigned from his position as Senior Vice President of Sales and Marketing effective October 15, 2010. In connection with their respective resignations, both Mr. Judge and Mr. Humenik signed separation agreements. For further discussion on the terms of these agreements, refer to the section entitled “Separation Agreements” within the CD&A.
Change-In-Control Plan
Effective April 6, 2011, the Board approvedhas aChange-in-Control Change in Control Plan covering the officers of the Company. Upon Involuntary Termination within 12 months following a Change in Control, the officer becomes entitled to certain severance benefits.benefits . These benefits are as follows:
Cash compensation in the form of a lump-sum payment equal to a multiple of Annual Cash Compensation (Base Salary and Bonus at target) as determined by position within the Company (CEO – 2.0; SVP – 1.5; VP – 1.0); | | | | • | Cash compensation in the form of a lump-sum payment equal to a multiple of Annual Cash Compensation (Base Salary and Bonus at target) as determined by position within the Company (CEO — 2.0; SVP — 1.5; VP — 1.0); | | | • | Lump-sum cash payment for prorated portion of current year annual cash performance incentive award at target; | | | • | Immediate vesting of all outstanding time-based equity awards. Performance-based equity awards will vest at target performance levels on a prorated basis; and | | | • | Lump-sum cash payment for prorated portion of current year annual cash performance incentive award at target; Immediate vesting of all outstanding time-based equity awards. Performance-based equity awards will vest at target performance levels on a pro-rated basis; and Lump-sum payment for the cost to continue basic life insurance, medical, dental, vision and hospitalization benefits for the applicable Continuation Period. |
The plan does not provide for taxgross-ups. The summary of the terms of the foregoing agreement is qualified in its entirety by reference to the text of the Planplan document. ReferFor more information, refer to the plan document for definition of capitalized terms. A copy of theChange-In-Control plan document has been filed asPaychex, Inc. Change In Control Plan, incorporated by reference from Exhibit 10.24 to our fiscal 2011the Company’s Form 10-K.10-K filed with the SEC on July 15, 2011. Other Separation Benefits With the exception of theChange-in-Control Change in Control Plan, approved in April 2011, NEOs do not have employment arrangements. However, for all NEOs, upon death or disability all unvested stock options and restricted stock awards become fully vested underaccording to the terms of the award agreements under the 2002 Plan. Upon death or disability ana NEO shall be entitled to a pro-rata portion of actual shares earned under a performance share award, based on number of days in performance period until the date of death or disability as a percentage of the total number of days in the performance period. The LTIP agreement does not have a provision allowing vesting of a portion of the award at death, disability, or retirement. Upon death, disability, or retirement, NEOs may be eligible to receive a pro-rated portion of the annual incentive program payout based on actual fiscal year results for the performance period. In addition, all NEOs hired prior to October 2004 will receive a payout of any earned, but unused vacation time if their employment terminates for any reason.
38
Potential Benefits Upon Separation from Company The following table presents, as of May 31, 2011,2013, the compensation and benefits to the NEOs upon separation from employment with the Company for the various reasons specified. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Termination Other
| | | | | | | | | | | | | | Than For Cause/
| | | | | | | | | | | | | | Resignation For
| | | | | Voluntary
| | | | | | | | | Good Reason within
| | | | | Resignation/
| | | Death or
| | | | | | One Year of Change
| | | | | Termination | | | Disability | | | Retirement | | | of Control | | | | Martin Mucci | | | | | | | | | | | | | | | | | Base Salary(1) | | $ | — | | | $ | — | | | $ | — | | | $ | 1,600,000 | | | Annual Incentive | | | — | | | | 736,915 | | | | 736,915 | | | | 1,600,000 | | Options Awards(2) | | | — | | | | 1,383,778 | | | | — | | | | 1,383,778 | | Restricted Stock Awards(3) | | | — | | | | 1,234,345 | | | | — | | | | 1,234,345 | | Performance Share Awards(4) | | | — | | | | 546,871 | | | | — | | | | 546,871 | | | Earned and Unused Vacation | | | 59,475 | | | | 59,475 | | | | 59,475 | | | | 59,475 | | Benefits(5) | | | — | | | | — | | | | — | | | | 27,430 | | | | | | | | | | | | | | | | | | | | Total | | $ | 59,475 | | | $ | 3,961,384 | | | $ | 796,390 | | | $ | 6,451,899 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | John M. Morphy | | | | | | | | | | | | | | | | | Base Salary(1) | | $ | — | | | $ | — | | | $ | — | | | $ | 691,811 | | | Annual Incentive | | | — | | | | 386,722 | | | | 386,722 | | | | 518,858 | | Options Awards(2) | | | — | | | | 419,785 | | | | — | | | | 419,785 | | Restricted Stock Awards(3) | | | — | | | | 2,123,725 | | | | — | | | | 2,123,725 | | Performance Share Awards(4) | | | — | | | | — | | | | — | | | | — | | | Earned and Unused Vacation | | | 44,280 | | | | 44,280 | | | | 44,280 | | | | 44,280 | | Benefits(5) | | | — | | | | — | | | | — | | | | 6,801 | | | | | | | | | | | | | | | | | | | | Total | | $ | 44,280 | | | $ | 2,974,512 | | | $ | 431,002 | | | $ | 3,805,260 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Michael E. Gioja | | | | | | | | | | | | | | | | | Base Salary(1) | | $ | — | | | $ | — | | | $ | — | | | $ | 280,000 | | | Annual Incentive | | | — | | | | 158,536 | | | | 158,536 | | | | 140,000 | | Options Awards(2) | | | — | | | | 405,746 | | | | — | | | | 405,746 | | Restricted Stock Awards(3) | | | — | | | | 337,083 | | | | — | | | | 337,083 | | Performance Share Awards(4) | | | — | | | | 120,269 | | | | — | | | | 120,269 | | | Earned and Unused Vacation | | | — | | | | — | | | | — | | | | — | | Benefits(5) | | | — | | | | — | | | | — | | | | 14,854 | | | | | | | | | | | | | | | | | | | | Total | | $ | — | | | $ | 1,021,634 | | | $ | 158,536 | | | $ | 1,297,952 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | William G. Kuchta | | | | | | | | | | | | | | | | | Base Salary(1) | | $ | — | | | $ | — | | | $ | — | | | $ | 320,789 | | | Annual Incentive | | | — | | | | 181,631 | | | | 181,631 | | | | 160,395 | | Options Awards(2) | | | — | | | | 209,909 | | | | — | | | | 209,909 | | Restricted Stock Awards(3) | | | — | | | | 738,959 | | | | — | | | | 738,959 | | Performance Share Awards(4) | | | — | | | | — | | | | — | | | | — | | | Earned and Unused Vacation | | | 30,846 | | | | 30,846 | | | | 30,846 | | | | 30,846 | | Benefits(5) | | | — | | | | — | | | | — | | | | 8,893 | | | | | | | | | | | | | | | | | | | | Total | | $ | 30,846 | | | $ | 1,161,345 | | | $ | 212,477 | | | $ | 1,469,791 | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | Potential Payments Upon Separation | | | | Annual
Compensation
per the
Summary
Compensation
Table (1) | | Voluntary
Resignation/
Termination | | Death or
Disability | | Retirement | | Termination Other
Than For Cause/
Resignation For
Good Reason within
One Year of Change
of Control | | Martin Mucci | | | | | | | | | | | Base Salary (2) | | | | $ | — |
| | $ | — |
| | $ | — |
| | $ | 1,690,000 |
| | Annual Incentive | | | | — |
| | 856,830 |
| | 856,830 |
| | 2,028,000 |
| Options Awards (3) | | | | — |
| | 3,766,926 |
| | — |
| | 3,766,926 |
| Restricted Stock Awards (4) | | | | — |
| | 5,451,217 |
| | — |
| | 5,451,217 |
| Performance Share Awards (5) | | | | — |
| | 1,140,802 |
| | — |
| | 1,140,802 |
| LTIP (6) | | | | — |
| | — |
| | — |
| | 1,120,000 |
| Benefits (7) | | | | — |
| | — |
| | — |
| | 22,629 |
| | Total | | $ | 5,260,278 |
| | $ | — |
| | $ | 11,215,775 |
| | $ | 856,830 |
| | $ | 15,219,574 |
| | Efrain Rivera | | | | | | | | | | | Base Salary (2) | | | | $ | — |
| | $ | — |
| | $ | — |
| | $ | 637,500 |
| | Annual Incentive | | | | — |
| | 256,955 |
| | 256,955 |
| | 478,125 |
| Options Awards (3) | | | | — |
| | 524,722 |
| | — |
| | 524,722 |
| Restricted Stock Awards (4) | | | | — |
| | 676,022 |
| | — |
| | 676,022 |
| Performance Share Awards (5) | | | | — |
| | 244,452 |
| | — |
| | 244,452 |
| LTIP (6) | | | | — |
| | — |
| | — |
| | 560,000 |
| Benefits (7) | | | | — |
| | — |
| | — |
| | 22,273 |
| | Total | | $ | 1,457,809 |
| | $ | — |
| | $ | 1,702,151 |
| | $ | 256,955 |
| | $ | 3,143,094 |
| | Mark A. Bottini | | | | | | | | | | | Base Salary (2) | | | | $ | — |
| | $ | — |
| | $ | — |
| | $ | 637,500 |
| | Annual Incentive | | | | — |
| | 247,265 |
| | 247,265 |
| | 478,125 |
| Options Awards (3) | | | | — |
| | 681,575 |
| | — |
| | 681,575 |
| Restricted Stock Awards (4) | | | | — |
| | 368,130 |
| | — |
| | 368,130 |
| Performance Share Awards (5) | | | | — |
| | 244,452 |
| | — |
| | 244,452 |
| LTIP (6) | | | | — |
| | — |
| | — |
| | 917,000 |
| Benefits (7) | | | | — |
| | — |
| | — |
| | 32,309 |
| | Total | | $ | 1,448,901 |
| | $ | — |
| | $ | 1,541,422 |
| | $ | 247,265 |
| | $ | 3,359,091 |
| | Michael E. Gioja | | | | | | | | | | | Base Salary (2) | | | | $ | — |
| | $ | — |
| | $ | — |
| | $ | 562,500 |
| | Annual Incentive | | | | — |
| | 226,725 |
| | 226,725 |
| | 421,875 |
| Options Awards (3) | | | | — |
| | 854,152 |
| | — |
| | 854,152 |
| Restricted Stock Awards (4) | | | | — |
| | 1,289,200 |
| | — |
| | 1,289,200 |
| Performance Share Awards (5) | | | | — |
| | 244,452 |
| | — |
| | 244,452 |
| LTIP (6) | | | | — |
| | — |
| | — |
| | 560,000 |
| Benefits (7) | | | | — |
| | — |
| | — |
| | 22,615 |
| | Total | | $ | 1,368,448 |
| | $ | — |
| | $ | 2,614,529 |
| | $ | 226,725 |
| | $ | 3,954,794 |
|
39
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Termination Other
| | | | | | | | | | | | | | Than For Cause/
| | | | | | | | | | | | | | Resignation For
| | | | | Voluntary
| | | | | | | | | Good Reason within
| | | | | Resignation/
| | | Death or
| | | | | | One Year of Change
| | | | | Termination | | | Disability | | | Retirement | | | of Control | | | | Michael A. McCarthy | | | | | | | | | | | | | | | | | Base Salary(1) | | $ | — | | | $ | — | | | $ | — | | | $ | 304,232 | | | Annual Incentive | | | — | | | | 136,904 | | | | 136,904 | | | | 152,116 | | Options Awards(2) | | | — | | | | 209,909 | | | | — | | | | 209,909 | | Restricted Stock Awards(3) | | | — | | | | 774,393 | | | | — | | | | 774,393 | | Performance Share Awards(4) | | | — | | | | — | | | | — | | | | — | | | Earned and Unused Vacation | | | 35,105 | | | | 35,105 | | | | 35,105 | | | | 35,105 | | Benefits(5) | | | — | | | | — | | | | — | | | | 12,789 | | | | | | | | | | | | | | | | | | | | Total | | $ | 35,105 | | | $ | 1,156,311 | | | $ | 172,009 | | | $ | 1,488,544 | | | | | | | | | | | | | | | | | | | | Total for all NEOs | | $ | 169,706 | | | $ | 10,275,186 | | | $ | 1,770,414 | | | $ | 14,513,446 | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | Potential Payments Upon Separation | | | | Annual
Compensation
per the
Summary
Compensation
Table (1) | | Voluntary
Resignation/
Termination | | Death or
Disability | | Retirement | | Termination Other
Than For Cause/
Resignation For
Good Reason within
One Year of Change
of Control | | Robert Morin | | | | | | | | | | | Base Salary (2) | | | | $ | — |
| | $ | — |
| | $ | — |
| | $ | 240,000 |
| | Annual Incentive | | | | — |
| | 113,521 |
| | 113,521 |
| | 90,000 |
| Options Awards (3) | | | | — |
| | 138,285 |
| | — |
| | 138,285 |
| Restricted Stock Awards (4) | | | | — |
| | 156,999 |
| | — |
| | 156,999 |
| Performance Share Awards (5) | | | | — |
| | — |
| | — |
| | — |
| LTIP (6) | | | | — |
| | — |
| | — |
| | 80,600 |
| Benefits (7) | | | | — |
| | — |
| | — |
| | 21,000 |
| | Total | | $ | 883,926 |
| | $ | — |
| | $ | 408,805 |
| | $ | 113,521 |
| | $ | 726,884 |
| | | | | | | | | | | | | | Total for all NEOs | | $ | 10,419,362 |
| | — |
| | $ | 17,482,682 |
| | $ | 1,701,296 |
| | $ | 26,403,437 |
|
| | (1) | The amounts in this column are the total compensation for fiscal 2013 per the Summary Compensation Table presented earlier in the proxy statement. These amounts are provided for comparative purposes only. |
| | (1)(2)
| | Base Salarysalary is the annual salary at a multiple as outlined in the Change in Control Plan:Plan; 2.0 for CEO; 1.5 for SVPs; and 1.0 for VPs. |
| | (2)(3)
| | The value of the unvested options is determined by the difference in the closing price of the Company’sCompany's common stock of $32.30$37.23 per share on May 31, 20112013 and the exercise price multiplied by the number of unvested options. In those instances when the outstanding options are out of the money (the option exercise price is greater than the closing price), no value is provided. |
| | | (3)(4)
| | The value of the unvested stock is based upon the closing price of the Company’sCompany's common stock of $32.30 on $37.23 as of May 31, 2011.2013. |
| | | (4)(5)
| | The value of the performance shares is based upon the closing price of the Company’sCompany's common stock of $32.30$37.23 on May 31, 2011,2013, assuming achievement at target, and pro rated for one-half of the performance period completed as of May 31, 2011.2013. |
| | (6) | The value of the LTIP is determined by the difference in the closing price of the Company's common stock of $37.23 per share on May 31, 2013 and the exercise price multiplied by the number of unvested options, and, for all except Mr. Morin, pro rated for two-fifths of the performance period completed as of May 31, 2013. Mr. Morin's LTIP is pro rated for one-fourth of the performance period completed as of May 31, 2013. |
| | (5)(7)
| | The value of the cost to continue basic life insurance, medical, dental, vision and hospitalization benefits for the applicable Continuation Period, which is equal to the number of years as outlined in the Change in Control Plan: 2.0 for CEO; 1.5 for SVPs; and 1.0 for VPs. |
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NON-QUALIFIED DEFERRED COMPENSATION
FISCAL 20112013 We offer a non-qualified and unfunded deferred compensation plan to our NEOs. The plan has been designed to comply with the current guidelines of Section 409A of the Code. Eligible employees are able to defer up to 50% of their base salary and annual incentive program award. Gains and losses are credited based on the participant’s selection of a variety of designated investment choices. The NEO has sole control as to which of the designated funds to invest in, and earns the resulting return on such investment. We do not match any participant deferral or guarantee a certain rate of return. Distributions are paid at one of the following dates selected by the participant: the participant’s termination date; the date the participant retires from any active employment; or a designated specific date. Payments can be made either in a lump sum or in annual installments over a period not to exceed ten years. The following table summarizes our NEOs’ benefits under the plan: | | | | | | | | | | | | | | | | | Fiscal 2011 | | | Aggregate
| | | | | Executive
| | | Aggregate Earnings,
| | | Balance as of May 31,
| | | | | Contributions
| | | Net
| | | 2011
| | Name | | ($)(1) | | | ($)(2) | | | ($)(3),(4) | | | | | Martin Mucci | | $ | 102,866 | | | $ | 28,067 | | | $ | 584,733 | | | John M. Morphy | | $ | 33,504 | | | $ | 8,131 | | | $ | 154,640 | | | Michael E. Gioja | | $ | — | | | $ | — | | | $ | — | | | William G. Kuchta | | $ | — | | | $ | 62,646 | | | $ | 322,369 | | | Michael A. McCarthy | | $ | 138,681 | | | $ | 43,727 | | | $ | 803,833 | | | Jonathan J. Judge | | $ | — | | | $ | — | | | $ | — | | | Delbert M. Humenik | | $ | — | | | $ | — | | | $ | — | |
| | | | | | | | | | | | | | | | | | | | | Fiscal 2013 | | | Name (a) | | Executive Contributions ($) (b) | | Aggregate Earnings, Net ($) (c) | | Aggregate Withdrawals/ Distributions ($) (d) | | Aggregate Balance as of May 31, 2013 ($) (e) | | Martin Mucci | | $ | 189,844 |
| | $ | 41,961 |
| | $ | — |
| | $ | 1,014,012 |
| | Efrain Rivera | | $ | 318,210 |
| | $ | 4,505 |
| | $ | — |
| | $ | 469,716 |
| | Mark A. Bottini | | $ | — |
| | $ | — |
| | $ | — |
| | $ | — |
| | Michael E. Gioja | | $ | — |
| | $ | — |
| | $ | — |
| | $ | — |
| | Robert Morin | | $ | — |
| | $ | — |
| | $ | — |
| | $ | — |
|
Executive Contributions (Column (b)) | | | (1) | | Amounts in this column are reflected in the Fiscal 2011 Summary Compensation Table for the fiscal year in which the amounts were received. | | |
The amounts in this column reflect the salary and bonus amounts deferred by the NEO during fiscal 2013. These are included in amounts reported in the Fiscal 2013 Summary Compensation Table . Aggregate Earnings, Net (Column (c)) (2) | | Amounts in this column include both net realized gains/losses and net unrealized gains/losses. They are not included in the Fiscal 2011 Summary Compensation Table as the earnings on these investments are not considered to be “above-market” earnings. | | |
The amounts in this column reflect both net realized gains/losses and net unrealized gains/losses. They are not included in the Fiscal 2013 Summary Compensation Table as the earnings on these investments are not considered to be “above-market” earnings. Aggregate Withdrawals/Distributions (Column (d)) (3) | | Amounts in this column are included in the “Salary” and “Non-Equity Incentive Plan Compensation” amounts reported in current and previous years in the Fiscal 2011 Summary Compensation Table. | | |
The amounts in this column reflect amounts withdrawn from the plan. These were included in the “Salary” and “Non-Equity Incentive Plan Compensation” amounts reported in current and previous years in the Fiscal 2013 Summary Compensation Table.
Aggregate Balance as of May 31, 2013 (Column (e)) (4) | | The investment funds managed at Wilmington Trust Company available to NEOs, and the respective one-year rates of return as of May 31, 2011, are as follows: |
The amounts in this column reflect the accumulated balances in the plan and include the "Salary" and "Non-Equity Incentive Plan Compensation" amounts reported in current and previous years in the Fiscal 2013 Summary Compensation Table. | | | | | | | | | | | | | | | Rate of
| | | | | Rate of
| | Name of Fund | | Return | | | Name of Fund | | Return | | | | | American Europacific Growth Fund Class C | | | 30.29% | | | T. Rowe Price Growth Stock Fund | | | 27.44% | | | BlackRock Global Allocation Fund Class A | | | 19.34% | | | T. Rowe Price New Income Fund | | | 6.24% | | | Columbia Acorn Fund Class Z | | | 31.95% | | | T. Rowe Price Small Cap Value Fund | | | 26.36% | | | Eaton Vance Large Cap Value Fund Class I | | | 18.40% | | | Vanguard Prime Money Market Fund | | | 0.08% | | | Oppenheimer Developing Markets Fund Class A | | | 31.56% | | | Vanguard Total International Stock Index Fund | | | 31.38% | | | Fidelity Spartan Extended Market Index Fund | | | 32.57% | | | | | | | |
The investment funds managed at Wilmington Trust Company available to NEOs, and the respective one-year rates of return as of May 31, 2013, are as follows: | | | | | | | | | | | Name of Fund | | Rate of Return | | Name of Fund | | Rate of Return | | American Europacific Growth Fund Class C | | 13.78 | % | | T. Rowe Price Growth Stock Fund | | 9.30 | % | | BlackRock Global Allocation Fund Class A | | 9.77 | % | | T. Rowe Price Equity Income Fund | | 20.12 | % | | Columbia Acorn Fund Class Z | | 13.78 | % | | T. Rowe Price New Income Fund | | 5.03 | % | | Fidelity Spartan US Equity Index | | 16.85 | % | | T. Rowe Price Small-Cap Value Fund | | 17.51 | % | | Fidelity Spartan Extended Market Index Fund | | 18.30 | % | | Vanguard Prime Money Market Fund | | 0.03 | % | | Oppenheimer Developing Markets Fund Class A | | 7.43 | % | | Vanguard Total International Stock Index Fund | | 14.46 | % |
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PROPOSAL 3 l RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Effective August 20, 2013, the Audit Committee appointed the firm of PricewaterhouseCoopers LLP ("PwC") as the Company’s independent registered public accounting firm (the "independent accountants") for fiscal 2014. Although action by stockholders in this matter is not required, the Audit Committee believes that it is appropriate to seek stockholder ratification of this appointment and to seriously consider stockholder opinion on this issue. If the stockholders do not ratify the appointment, the Audit Committee will review its future selection of the independent accountants, but may still retain them. Representatives from PwC, the Company’s independent accountants, will be present at the Annual Meeting, will be afforded the opportunity to make any statements they wish, and will be available to respond to appropriate questions from stockholders. To ratify the appointment of PwC, a majority of the shares present in person or by proxy and entitled to vote at the Annual Meeting must be voted for the proposal. Recent Change in Auditor The Audit Committee recently completed a competitive process to determine what audit firm would serve as the Company's independent accountants for fiscal 2014. On August 20, 2013, the Audit Committee approved the engagement of PwC as auditors for the Company, effective immediately, and thereby dismissed Ernst &Young LLP ("EY") from that role. EY served as our independent accountants beginning when we became a publicly traded company in 1983 and for each of our audits conducted prior to 2013. The audit reports of EY on the consolidated financial statements of the Company and subsidiaries as of and for the years ended May 31, 2013 and 2012 did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope, or accounting principles. During the fiscal years ended May 31, 2013 and 2012, and through August 20, 2013, there were no: (i) disagreements with EY on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to EY's satisfaction, would have caused EY to make reference to the subject matter thereof in its reports for such years; or (ii) reportable events, as described under Item 304(a)(1)(v) of Regulation S-K.
During the years ended May 31, 2013 and 2012, and subsequent interim period through August 20, 2013, the Company did not consult with PwC regarding: (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company's financial statements, and no written report or oral advice was provided to the Company that PwC concluded was an important factor to be considered by the Company in reaching a decision as to an accounting, auditing, or financial reporting issue; or (ii) any matter that was either the subject of a "disagreement" or a "reportable event", as such terms are defined in Item 304(a)(1)of Regulation S-K.
On August 23, 2013, we filed with the SEC a Current Report on Form 8-K disclosing the appointment of PwC as our new independent accountants and the related dismissal of EY from that role. The Board of Directors recommends a vote FOR the proposal to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending May 31, 2014.
Fees For Professional Services The following table shows the aggregate fees for professional services rendered for the Company by EY: | | | | | | | | | | | | | Year Ended May 31, | | | 2013 | | 2012 | | Audit fees | | $ | 1,150,000 |
| | $ | 864,000 |
| | Audit-related fees | | 34,000 |
| | 29,000 |
| | All other fees | | — |
| | — |
| | Total fees | | $ | 1,184,000 |
| | $ | 893,000 |
|
Audit fees This category includes fees for fiscal 2013 and for fiscal 2012 that were for professional services rendered for the audits of the Company’s annual consolidated financial statements, reviews of the financial statements included in the Company’s Quarterly Reports on Form 10-Q, audits of the effectiveness of internal control over financial reporting, and for statutory and regulatory filings. Audit-related fees This category consists of fees for fiscal 2013 and fiscal 2012 that were for the audits of employee benefit plans. Audit Committee Policy on Pre-Approval of Services of Independent Accountants The Audit Committee’s policy is to pre-approve all audit and permissible non-audit services provided by the independent accountants. The Audit Committee pre-approved all such audit and audit-related services provided by the independent accountants during fiscal 2013 and fiscal 2012.
REPORT OF THE AUDIT COMMITTEE The Audit Committee of the Board of Directors oversees the Company’s financial reporting process on behalf of the Board and is composed entirely of independent directors. The Audit Committee is governed by a written charter and its primary responsibilities are highlighted in the Corporate Governance section of this Proxy Statement. Paychex management is responsible for the preparation of the consolidated financial statements, the financial reporting process, and for the Company’s internal controls over financial reporting. Ernst & Young LLP, the Company’s independent accountants, is responsible for performing independent audits of the Company’s consolidated financial statements in accordance with the standards of the Public Company Accounting Oversight Board. The independent accountants are also responsible for expressing an opinion on the effectiveness of the Company’s internal controls over financial reporting. The Audit Committee monitors and oversees these processes. As part of the oversight processes, the Audit Committee regularly meets with management, the Company’s internal auditors, and the independent accountants. The Audit Committee meets with the internal auditors and independent accountants, with and without management present, to discuss the overall scope and plans for various audits, results of their examinations, their evaluations of the Company’s internal controls, and the overall quality and effectiveness of the Company’s financial reporting process and legal and ethical compliance programs, including the Company’s Code of Business Ethics and Conduct. The Audit Committee held six meetings during fiscal 2013 and had full access to each of the aforementioned parties. In fulfilling its oversight responsibilities, the Audit Committee has reviewed and discussed with management and the independent accountants the consolidated financial statements for fiscal 2013, including a discussion on the quality and acceptability of the Company’s accounting policies, the reasonableness of significant judgments and estimates, and the clarity of disclosures in the consolidated financial statements. The Audit Committee also monitored the progress and results of testing of internal controls over financial reporting, reviewed reports from management and internal audit regarding design, operation, and effectiveness of internal controls over financial reporting, and reviewed the report from the independent accountants regarding the effectiveness of the Company’s internal control over financial reporting. The Audit Committee has discussed with the independent accountants the matters required to be discussed by Statement on Auditing Standards No. 61 (Codification of Statements on Auditing Standards, AU 380) and SEC Rule 207. The independent accountants have provided the Audit Committee with written disclosures and the letter required by the Public Company Accounting Oversight Board regarding independent accountants’ communications with the audit committee concerning independence, and the Audit Committee has discussed with the independent accountants and management the accountants’ independence. There were no non-audit services provided to the Company during fiscal 2013 that required consideration by the Audit Committee. Based upon the reviews and discussions referred to above, the Audit Committee recommended and the Board approved that the audited consolidated financial statements be included in the Company’s Form 10-K for fiscal 2013 for filing with the SEC. The Audit Committee has recommended for approval by the Board the selection of the Company’s independent accountants. The Audit Committee: David J. S. Flaschen, Chairman Grant M. Inman Pamela A. Joseph Joseph G. Doody
OTHER MATTERS AND INFORMATION Stockholder Proposals for Next Year’s Annual Meeting Stockholder proposals, which are intended to be presented at the 20122014 Annual Meeting of Stockholders, for inclusion in the Company’s Proxy Statement pursuant to SECRule 14a-8, must be received by the Company at its executive offices on or before May 4, 2012.13, 2014. Any such proposals, including stockholder proposals for candidates for nomination for election to the Board, must be submitted in accordance with applicable SEC rules and regulations, and follow the Company’s procedures under “Communications with the Board of Directors.” Stockholder proposals, whichthat are intended to be presented at the 20122014 Annual Meeting of Stockholders but not included in the Company’s Proxy Statement must be received by the Company’s Corporate Secretary at our executive offices on or before July 18, 2012.25, 2014. We will not permit stockholder proposals that do not comply with the foregoing notice requirement to be brought before the 20122014 Annual Meeting of Stockholders. Other Actions at the Annual Meeting As of the date of this Proxy Statement, management does not intend to present, and has not been informed that any other person intends to present, any matter for action at the Annual Meeting other than those described in this Proxy Statement. If any other matters properly come before the Annual Meeting, the persons named in the enclosed proxy will vote on such matters in accordance with their judgment. Cost of Solicitation of Proxies Solicitation of proxies is made on behalf of the Company and the Company will pay the cost of solicitation of proxies. The Company will reimburse any banks, brokers and other custodians, nominees, and fiduciaries for their expenses in forwarding proxies and proxy solicitation material to the beneficial owners of the shares held by them. In addition to solicitation by use of the mail or via the Internet, directors, officers, and regular employees of the Company, without extra compensation, may solicit proxies personally or by telephone or other communication means. Electronic Access to Proxy Materials and Annual Report The Notice of Annual Meeting of Stockholders, Proxy Statement, and Annual Report are also available on the Company’s website atwww.paychex.com at the Investor Relations section under “Annual Reports and Proxy Statements.”http://investor.paychex.com/annual-report.aspx. As an alternative to receiving paper copies of the Proxy Statement and Annual Report in the mail, stockholders can elect to receive ane-mail message, which will provide a link to these documents on the Internet. Opting to receive your proxy materials online saves the Company the cost of producing and mailing bulky documents and reduces the volume of duplicate information received by you. To give your consent to receive future documents via electronic delivery, please vote your proxy via the Internet and follow the instructions to register for electronic delivery. Delivery of Proxy Materials and Annual Report The Notice of Annual Meeting of Stockholders, Proxy Statement, Proxy Card, and Annual Report are being mailed to stockholders on or about August 31, 2011.September 10, 2013. You may also obtain a copy of ourForm 10-K filed with the SEC, without charge, upon written request submitted to Paychex, Inc., 911 Panorama Trail South, Rochester, New York14625-2396, Attention: Investor Relations.
In accordance with notices previously sent to stockholders, the Company delivers materials to stockholders under a program known as "householding." Under the householding program, the Company is delivering one copy of its Annual Report and Proxy Statement in onea single envelope addressed to all stockholders who share a single address, unless they havesuch stockholders previously notified the Company that they wish to revoke their consent to the program known as “householding.”householding. Householding is intended to reduce the Company’s printing and postage costs. You may revoke your consent at any time by calling toll-free(800) 542-1061 or by writing to Broadridge Investor Communications Services, Attention: Broadridge Householding Department, 51 Mercedes Way, Edgewood, New York, 11717. If you revoke your consent, you will be removed from the householding
42
program within 30 days of receipt of your revocation, and each stockholder at your address will receive individual copies of the Company’s disclosure documents. Stockholders of record residing at the same address and currently receiving multiple copies of the Annual Report and Proxy Statement and who wish to receive a single copy may also contact Broadridge Investor Communications Services at the phone number and address noted above. Beneficial owners will need to contact their broker, bank, or other holder of record to request that only a single copy of each document be mailed to all stockholders at the shared address in the future. The Company hereby undertakes to deliver upon oral or written request a separate copy of its Proxy Statement and Annual Report to a security holder at a shared address to which a single copy was delivered. If such stockholder wishes to receive a separate copy of such documents, please contact Terri Allen, Investor Relations, either by calling toll-free(800) 828-4411 or by writing to Paychex, Inc., 911 Panorama Trail South, Rochester, New York14625-2396, Attention: Investor Relations. If you own Paychex stock beneficially through a bank, broker, or other holder of record, you may already be subject to householding if you meet the criteria. If you wish to receive a separate Proxy Statement and Annual Report in future mailings, you should contact your bank, broker, or other holder of record.
43
VOTE BY INTERNET - www.proxyvote.com
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APPENDIX A PAYCHEX, INC. RECONCILIATION OF PERFORMANCE MEASURES TO THOSE REPORTED IN THE COMPANY’S CONSOLIDATED FINANCIAL STATEMENTS Under the InternetCompany’s incentive compensation programs, performance targets are often based on measures of service revenue and operating income, net of certain items (see Note 1 regarding this non-GAAP measure). In evaluating achievement, the programs allow for certain adjustments to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Timebe made to the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS
If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.
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Mark, sign and date your proxy card and return itresults reported in the postage-paid envelope we haveconsolidated financial statements. For fiscal 2013 and fiscal 2012, adjustments were related to businesses acquired.
The following table reconciles the results reported in our consolidated financial statements to those representing achievement under the award agreement for the July 2011 performance shares. | | | | | | | | | | | | | | | | | Year ended May 31, | | | | In millions | | 2013 | | 2012 | | 2-Year
Performance
Period | | Service revenue | | $ | 2,285 |
| | $ | 2,186 |
| | $ | 4,471 |
| | Adjustments allowed under the award: | | | | | | | | Service revenue associated with acquired businesses | | (5 | ) | | (1 | ) | | (6 | ) | | Service revenue, as calculated under the award | | $ | 2,280 |
| | $ | 2,185 |
| | $ | 4,465 |
| | | | | | | | | | Operating income (GAAP measure) | | $ | 905 |
| | $ | 854 |
| | $ | 1,759 |
| | Less: Interest on funds held for clients | | (41 | ) | | (44 | ) | | (85 | ) | | Operating income, net of certain items (see Note 1) | | 864 |
| | 810 |
| | 1,674 |
| | Adjustments allowed under the award: | | | | | | | | Operating loss, net of certain items, associated with acquired businesses | | 2 |
| | — |
| | 2 |
| | Operating income, net of certain items, as calculated under the award | | $ | 866 |
| | $ | 810 |
| | $ | 1,676 |
|
Note 1: Operating income, net of certain items, as reported in our consolidated financial statements is a non-GAAP measure that is provided or returnin addition to operating income, a U.S. GAAP measure. We believe operating income, net of certain items, is an appropriate measure, as it is an indicator of our core business operations performance period over period. It is also the basis of the measure used internally for establishing the following year’s targets and measuring management’s performance in connection with certain performance-based compensation payments and awards. Operating income, net of certain items, excludes interest on funds held for clients. Interest on funds held for clients is an adjustment to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.operating income due to the volatility of interest rates, which are not within the control of management. Operating income, net of certain items, is not calculated through the application of GAAP and is not the required form of disclosure by the SEC. As such, it should not be considered as a substitute for the GAAP measure of operating income and, therefore, should not be used in isolation, but in conjunction with the GAAP measure. The use of any non-GAAP measure may produce results that vary from the GAAP measure, and may not be comparable to a similarly defined non-GAAP measure used by other companies.
APPENDIX B PAYCHEX, INC. PEER GROUP
| | | | | | | | | | | | | | | | | | | | | | | | Paychex Peer Group | $ In Millions Company Name | | Ticker | | Reported Fiscal Year End | | Net Income (1) | | Market Cap (2) | | Revenue 1) | | Net Income as a % of Revenue | | Direct Competitor Payroll | | | | | | | | | | | | | | Automatic Data Processing, Inc. | | ADP | | Jun-13 | | $ | 1,406 |
| | $ | 33,232 |
| | $ | 11,310 |
| | 12 | % | | Financial Transaction Management | | | | | | | | | | | | | | Fiserv, Inc. | | FISV | | Dec-12 | | $ | 611 |
| | $ | 10,551 |
| | $ | 4,482 |
| | 14 | % | | The Western Union Company | | WU | | Dec-12 | | $ | 1,026 |
| | $ | 7,741 |
| | $ | 5,665 |
| | 18 | % | | Total System Services, Inc. | | TSS | | Dec-12 | | $ | 244 |
| | $ | 3,997 |
| | $ | 1,871 |
| | 13 | % | | Global Payments Inc. | | GPN | | May-13 | | $ | 216 |
| | $ | 3,618 |
| | $ | 2,376 |
| | 9 | % | | The Brink’s Company | | BCO | | Dec-12 | | $ | 89 |
| | $ | 1,365 |
| | $ | 3,842 |
| | 2 | % | | Business Services and Outsourcing | | | | | | | | | | | | | | DST Systems, Inc. | | DST | | Dec-12 | | $ | 324 |
| | $ | 2,683 |
| | $ | 2,577 |
| | 13 | % | | The Dun & Bradstreet Corporation | | DNB | | Dec-12 | | $ | 296 |
| | $ | 3,215 |
| | $ | 1,663 |
| | 18 | % | | Broadridge Financial Solutions, Inc. | | BR | | Jun-13 | | $ | 212 |
| | $ | 3,163 |
| | $ | 2,431 |
| | 9 | % | | Robert Half International Inc. | | RHI | | Dec-12 | | $ | 210 |
| | $ | 4,441 |
| | $ | 4,111 |
| | 5 | % | | Intuit Inc. | | INTU | | Jul-13 | | $ | 858 |
| | $ | 18,984 |
| | $ | 4,171 |
| | 21 | % | | Iron Mountain Incorporated | | IRM | | Dec-12 | | $ | 172 |
| | $ | 5,904 |
| | $ | 3,005 |
| | 6 | % | | Moody’s Corporation | | MCO | | Dec-12 | | $ | 690 |
| | $ | 11,252 |
| | $ | 2,730 |
| | 25 | % | | H&R Block, Inc. | | HRB | | Apr-13 | | $ | 434 |
| | $ | 7,565 |
| | $ | 2,906 |
| | 15 | % | | TD AMERITRADE Holding Corporation | | AMTD | | Sep-12 | | $ | 586 |
| | $ | 8,382 |
| | $ | 2,641 |
| | 22 | % | | Paychex, Inc. | | PAYX | | May-13 | | $ | 569 |
| | $ | 13,604 |
| | $ | 2,326 |
| | 24 | % | | Paychex Percentile Rank | | | | | | 60 | % | | 87 | % | | 13 | % | | 93 | % |
| | (1) | Information in the above table is obtained from Form 10-Ks as filed with the SEC, or from the entity's fiscal year-end earnings release. |
| | (2) | Market capitalization was obtained from Equilar and is as of each Company's fiscal year-end. |
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THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
| | | | | | | | | | | | | | | | | | | | | | Annual Meeting | | | Proxy Statement | http://investor.paychex.com/annual-report.aspx | | Voting | www.proxyvote.com | | Webcast | http://investor.paychex.com/webcasts | | | | | | | | | | | | | | | | | | | | | | The Board of Directors recommends a vote FOR each of the nominees listed in Proposal 1.Financial Reporting | | | Annual Report | http://investor.paychex.com/annual-report.aspx | | Financial News Releases | http://investor.paychex.com | | SEC Filings | http://investor.paychex.com/sec-filings | | | | | | | | | | | | | | | | | | Corporate Governance | | | Board of Directors | http://investor.paychex.com/governance/board.aspx | | Board Committees: | | | Audit Committee Charter | http://static.paychexinc.com/a/d/investor/charters/auditcommitteecharter.pdf | | Governance and Compensation Committee Charter | http://static.paychexinc.com/a/d/investor/charters/govandcompcharter.pdf | | Investment Committee Charter | http://static.paychexinc.com/a/d/investor/charters/investcommitteecharter.pdf | | Code of Business Ethics and Conduct | http://static.paychexinc.com/a/d/investor/ethics_code.pdf | | Corporate Goveranance Guidelines | http://static.paychexinc.com/a/d/investor/Corporate-Governance-Guidelines.pdf | | | | | | | | | | | | | | | 1.
| | Election of Directors | | For | | Against | | Abstain | | | | | | | | | | | | | Paychex, Inc. | | | Corporate Website | | | | | | | | | | | | | | | | | | | | | | www.paychex.com | 1a.Executive Officers | | B. Thomas Golisano | | o | | o | | o | | | | | | | | | | | | | | http://investor.paychex.com/governance/board.aspx | | Investor Relations | | | | | | | | | | | | | | | | | | | �� | | | | 1b. | | Joseph G. Doody | | o | | o | | o | | The Board of Directors recommends you vote 1 YEAR on Proposal 3. | | 1 year | | 2 years | | 3 years | | Abstain | | | | | | | | | | | | | | | | | | | | | | | | 1c. | | David J. S. Flaschen | | o | | o | | o | | 3. | | ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION. | | o | | o | | o | | o | 1d. | | Phillip Horsley | | o | | o | | o | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 1e. | | Grant M. Inman | | o | | o | | o | | The Board of Directors recommends you vote FOR Proposal 4. | | | | For | | Against | | Abstain | | | | | | | | | | | | | | | | | | | | | | | | 1f. | | Pamela A. Joseph | | o | | o | | o | | 4. | | RATIFICATION OF THE SELECTION OF ERNST & YOUNG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. | | o | | o | | o | 1g. | | Martin Mucci | | o | | o | | o | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 1h. | | Joseph M. Tucci | | o | | o | | o | | NOTE:SHARES ISSUED TO OR HELD FOR THE ACCOUNT OF THE UNDERSIGNED UNDER THE ESOP WILL BE VOTED AS DIRECTED. IF NO DIRECTION IS MADE, IF THE CARD IS NOT SIGNED, OR IF THE CARD IS NOT RECEIVED BY OCTOBER 6, 2011, THE SHARES ISSUED TO OR HELD FOR THE ACCOUNT OF THE PARTICIPANT WILL BE VOTED BY THE ESOP TRUSTEE IN THE SAME PROPORTION AS ESOP SHARES FOR WHICH INSTRUCTIONS HAVE BEEN RECEIVED. | | | | | | | 1i. | | Joseph M. Velli | | o | | o | | o | | | | | | | | The Board of Directors recommends a vote FOR Proposal 2. | | For | | Against | | Abstain | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2.
| | ADVISORY VOTE ON EXECUTIVE COMPENSATION. | | o | | o | | o | | | | | | | | | | | | | | http://investor.paychex.com |
Please sign exactly as your name(s) appear(s) hereon. When
ABOUT PAYCHEX Paychex, Inc. is a leading provider of payroll, human resource, insurance, and benefits outsourcing solutions for small- to medium-sized businesses. The company offers comprehensive payroll services, including payroll processing, payroll tax administration,and employee pay services, including direct deposit, check signing, as attorney, executor, administrator, orand Readychex®. Human Resource Services include 401(k) plan recordkeeping, section 125 plans, a professional employer organization, time and attendance solutions, and other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please signadministrative services for business. A variety of business insurance products, including group health and workers’ compensation, are made available through Paychex Insurance Agency, Inc. Paychex, Inc. was founded in full corporate or partnership name, by authorized officer. | | | | | | | | | | | | | | | | | |
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| | | | | | | | | | | | Signature [PLEASE SIGN WITHIN BOX] | | Date | | | | | Signature (Joint Owners) | | Date | | | |
 August 31, 2011Dear Paychex Stockholder:
The Board of Directors cordially invites you to attend our Annual Meeting of Stockholders (the “Annual Meeting”) on Tuesday, October 11, 2011 at 10:00 a.m. Eastern Time at The Strong, One Manhattan Square,1971. With headquarters in Rochester, New York, 14607.Please note this is a change in venue from the prior year.
The accompanying booklet includes the formal Noticecompany has more than 100 offices and serves approximately 570,000 payroll clients as of Annual Meeting of Stockholders and the Proxy Statement. The Proxy Statement tells you about the agenda items and the procedures for the Annual Meeting. It also provides certainMay 31, 2013. For more information about Paychex, Inc., its Board of Directors, and its named executive officers.our products, visit www.paychex.com.
It is important that your shares be represented at the Annual Meeting. Whether or not you plan to attend the Annual Meeting, you are encouraged to vote. You may vote by Internet, telephone, proxy card, or written ballot at the Annual Meeting. We encourage you to use the Internet as it is the most cost-effective way to vote. If you elected to electronically access the Proxy Statement and Annual Report, you will not be receiving a proxy card and must vote via the Internet.
We hope you will be able to attend the Annual Meeting and would like to take this opportunity to remind you that your vote is important. If you need special assistance at the Annual Meeting, please contact the Corporate Secretary at (800) 828-4411, or write to Paychex Inc., 911 Panorama Trail South, Rochester, New York 14625-2396, Attention: Corporate Secretary.
Sincerely,
 | | | ◦ | We act with uncompromising INTEGRITY. |
| | | ◦ | We provide outstanding SERVICE and build trusted relationships with clients. |
| | | ◦ | We drive INNOVATION in products and services and continually improve processes. |
| | | ◦ | We work in PARTNERSHIP and support each other. |
| | | ◦ | We are personally ACCOUNTABLE and deliver on commitments. |
| | | ◦ | We treat each other with RESPECT and dignity. |
Martin Mucci
President and Chief Executive Officer
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:The Notice & Proxy Statement, Annual Report is/are available atwww.proxyvote.com.
PAYCHEX, INC.
Proxy Solicited on Behalf of the Board of Directors
of Paychex, Inc. for the Annual Meeting, October 11, 2011
PROXY
The undersigned hereby appoints MARTIN MUCCI and EFRAIN RIVERA, or either of them, with full power of substitution, attorneys and proxies to represent the undersigned at the Annual Meeting of Stockholders to be held on October 11, 2011 (“Annual Meeting”), and at any adjournment thereof, with all the powers which the undersigned would possess if personally present to vote all shares of stock which the undersigned may be entitled to vote at said Annual Meeting.The shares represented by this proxy will be voted as instructed by you and in the discretion of the proxy on all other matters. If not otherwise specified in this proxy card, shares will be voted in accordance with the recommendations of the Board of Directors.
If shares of Paychex, Inc. Common Stock are issued to or held for the account of the undersigned under the Paychex Employee Stock Ownership Plan Stock Fund (“ESOP”) of the Paychex, Inc. 401(k) Incentive Retirement Plan, then the undersigned hereby directs the trustee of the ESOP to vote all shares of Paychex, Inc. Common Stock in the undersigned’s name and/or account under such plan in accordance with the instructions given herein, at the Annual Meeting and at any adjournment thereof, on all matters properly coming before the Annual Meeting, including but not limited to the matters set forth on the reverse side.
THIS PROXY IS SOLICITED ON BEHALF OF THE COMPANY’S BOARD OF DIRECTORS. PLEASE MARK, SIGN, DATE AND RETURN IT IN THE ENCLOSED ENVELOPE. IF NOT OTHERWISE MARKED, THE SHARES REPRESENTED BY THIS PROXY SHALL BE VOTED “FOR” EACH OF THE NOMINEES IN PROPOSAL 1, “FOR” PROPOSAL 2, “1 YEAR” IN PROPOSAL 3, AND “FOR” PROPOSAL 4.
Continued and to be signed on reverse side
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