Paylocity Holding Corporation (PCTY)
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AGM 2021

Dec 1, 2021

Operator

Welcome to the annual meeting for Paylocity Holding Corporation. Our host for today's call is Steve Beauchamp, CEO. At this time, all participants will be in a listen-only mode. I will now turn the call over to your host. Mr. Beauchamp, you may begin, sir.

Steve Beauchamp
CEO, Paylocity Holding Corporation

Thank you. Good morning, and thank you for joining our annual meeting of stockholders, which is being held virtually through a live webcast this year. I'm Steve Beauchamp, the CEO of Paylocity Holding Corporation. I will act as chairman of this annual meeting of stockholders and would like to call the meeting to order. This meeting is being held pursuant to the Notice of Internet Availability.

Operator

We can, sir. Please proceed.

Steve Beauchamp
CEO, Paylocity Holding Corporation

Should we start? Could we not hear the start of the meeting, or do we need to just start again?

Operator

If you could start again, sir, that'd be great. Thank you.

Steve Beauchamp
CEO, Paylocity Holding Corporation

Okay. Apologize for the technical difficulties. All right. Good morning. We'll start again. Thank you for joining our annual meeting of stockholders, which is being held virtually through a live webcast this year. I'm Steve Beauchamp, the CEO of Paylocity Holding Corporation. I will act as Chairman of this annual meeting of stockholders and would like to call the meeting to order. This meeting is being held pursuant to the notice of annual meeting provided to all company stockholders. I would now like to introduce the members of the board of directors and executive officers of the company who are present today virtually. Members of the board include Steve Sarowitz, Chairman of the Board, Virginia Breen, Jeffrey Diehl, Robin Pederson, Andres Reiner, Ken Robinson, and Ron Waters. Toby Williams is also with us as Chief Financial Officer. Ryan Glenn, Senior VP of Finance.

I would also like to introduce the representatives of KPMG, the company's independent registered public accounting firm, who are present today. Shane Foley, Audit Partner, and Rob Skubic, Audit Partner. We will follow the meeting agenda as shown on the slide. The rules of conduct are posted under the Meeting Materials section. We ask that all stockholders review and abide by the rules when submitting any questions during the meeting. Stockholders that would like to submit a question can do so by typing and submitting the questions where indicated on the annual meeting portal. Stockholders that would like to vote online can do so using the portal as well. As a reminder, only stockholders as of the record date of October 4, 2021 can submit a question and vote their shares.

A representative from Broadridge Financial Solutions has been appointed and previously sworn in to act as inspector of election. Amber Livingston, the company's VP General Counsel, has been appointed to act as secretary of this meeting to record the minutes and will also act as the meeting administrator. The inspector of election has been requested to determine the number of shares present at the meeting and report to Amber the number of shares represented prior to voting. I will now ask Amber for the report on the shares present at the meeting.

Amber Livingston
VP and General Counsel, Paylocity Holding Corporation

Mr. Chairman, a list of the holders of common stock of the company at the close of business on October 4, 2021, which was the record date for this meeting, is available for examination by any stockholder present or by any proxy representing a stockholder. Copies of the Notice of Internet Availability and the notice of this meeting, the proxy statement, and the company's annual report for the year ended June 30, 2021, together with a declaration as to the mailing of these materials to each stockholder of record at the close of business on October 4, 2021, are also available for inspection by any stockholder present. Only holders of common stock on the record date are entitled to vote at this meeting.

At the close of business on October 4, 2021, 55,020,497 shares of common stock of the company were outstanding. We have a preliminary report indicating that immediately prior to the commencement of the meeting, the holders of not less than 53,505,662 shares of common stock or approximately 97% of shares outstanding on the record date are represented at this meeting in person or by proxy. Therefore, a quorum is present, and the meeting is authorized to conduct business.

Steve Beauchamp
CEO, Paylocity Holding Corporation

Thank you, Amber. At this time, we will consider the items of business on the agenda. The first matter to be considered at today's meeting, which is further described in the proxy statement, is the election of three Class II directors to hold office for a three-year term or until their respective successors are elected and qualified. The board of directors is divided into three classes, and three Class II directors will be elected at this meeting. The board of directors has nominated Virginia Breen, Robin Pederson, and Ronald Waters, each of whom currently serve as director for election as Class II directors. The company's bylaws include an advance notice provision for the nomination of directors. Since the company did not receive any other nominations for director, the only nominees are Ms. Breen, Mr. Pederson, and Mr.

The second matter to be considered at this meeting is a proposal to ratify the appointment of KPMG as the company's independent registered public accounting firm for the fiscal year ending June 30, 2022. The affirmative vote of a majority of the shares of common stock present in person or by proxy and voting at this meeting is required to approve this proposal. The third matter to be considered at today's meeting is an advisory or non-binding vote to approve the compensation of the named executive officers disclosed in the proxy statement. The affirmative vote of a majority of the shares of common stock present in person or by proxy, and entitled to vote at this meeting, is required to approve this proposal.

The fourth matter to be considered at this meeting is a proposal to approve the amendment and restatement of the company's first amended and restated certificate of incorporation that will declassify the company's board of directors. The affirmative vote of at least 66⅔% of the voting power of the company's outstanding shares entitled to vote at this meeting is required to approve this proposal. Each of these proposals is described in detail in the proxy statement. It is 8:37 A.M. Central Time and the polls are now open. If you have already sent in a proxy, there is no need for you to cast a ballot unless you wish to change the vote you made on the proxy. The proxy holders will vote your shares as indicated on the proxy.

If any of you have not already sent in your proxy card and voted, and now wish to vote using the online portal, you may do so now by clicking on the Vote Here button on your screen. We will allow a few moments for voting. It is 8:38 A.M. Central Standard Time and the polls are now closed. The inspector of election will tally the preliminary voting results. After the votes have been counted, the secretary will report the preliminary results of the vote. We will now hear the report from the secretary of the meeting regarding the preliminary results of the voting. Amber?

Amber Livingston
VP and General Counsel, Paylocity Holding Corporation

Mr. Chairman, the preliminary report of the inspector of elections indicates that Ms. Breen has received an affirmative vote of approximately 93% of shares represented at this meeting. Mr. Pederson has received an affirmative vote of approximately 95% of shares, and Mr. Waters has received an affirmative vote of approximately 95% of shares for election as Class II directors. No other persons received votes. The proposal to ratify the appointment of KPMG as the company's independent registered public accounting firm for the fiscal year ending June 30, 2022, has received an affirmative vote of approximately 99% of shares represented at this meeting. The proposal to approve the compensation of the company's named executive officers has received an affirmative vote of approximately 90% of shares represented at this meeting.

The proposal to approve the amendment and restatement of the company's first amended and restated certificate of incorporation to declassify the company's board of directors has received an affirmative vote of approximately 96% of shares represented at this meeting. The results of the voting are as follows. Virginia Breen, Robin Pederson, and Ronald Waters have been elected as directors of the company. The ratification of the appointment of KPMG as the company's independent registered public accounting firm for the fiscal year ending June 30, 2022, has been approved. The compensation of the company's named executive officers has been approved. The amendment and restatement of the company's first amended and restated certificate of incorporation to declassify the company's board of directors has been approved. The final results will be reported in a Form 8-K, filing within four business days following the meeting.

Steve Beauchamp
CEO, Paylocity Holding Corporation

Thank you, Amber. This concludes our formal portion of the meeting. The 2022 annual meeting of shareholders is hereby adjourned. We would now like to open the meeting for any questions. Amber, do we have any questions submitted by stockholders?

Amber Livingston
VP and General Counsel, Paylocity Holding Corporation

We do not have any questions. You may contact our investor relations team following the meeting if you have any additional questions.

Steve Beauchamp
CEO, Paylocity Holding Corporation

Thanks, Amber. I would like to thank all of you for your interest and attendance at this meeting, and I hope everyone has a great day.

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