pcty-20240301


Delaware	001-36348	46-4066644
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

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

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

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


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.001 per share	PCTY	The NASDAQ Global Select Market LLC

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

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

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 1, 2024, the Board of Directors (the “Board”) of Paylocity Holding Corporation (the “Company”) appointed Craig A. Conway to serve on the Board, effective immediately. In connection with the appointment, the Board increased its size from 10 to 11 directors, and Mr. Conway will join the Board to fill the resulting vacancy. The Board has not yet determined Mr. Conway’s committee assignments.

The Board has determined that Mr. Conway is an independent director and meets the applicable director independence requirements of the NASDAQ Stock Market and rules promulgated by the Securities and Exchange Commission.

Mr. Conway was not selected as a director pursuant to any arrangements or understandings with the Company or with any other person, and there are no related party transactions between Mr. Conway and the Company that would require disclosure under Item 404(a) of Regulation S-K promulgated under the Securities Act of 1933, as amended (the “Securities Act”).

In connection with his appointment to the Board, Mr. Conway will participate in the standard compensation package offered to the Company’s non-employee directors, as described under the heading “Compensation of Directors” in the Company’s definitive proxy statement for the 2024 Annual Meeting of Stockholders filed with the SEC on October 20, 2023. In addition, the Company intends to enter into its standard form of indemnification agreement for non-employees with Mr. Conway.

On March 4, 2024, the Company issued a press release announcing the appointment of Mr. Conway to the Board. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information contained in this Item 7.01 and Exhibit 99.1 attached hereto is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of, or otherwise regarded as filed under, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.


Exhibit No.						Description
99.1						Press Release issued by Paylocity Holding Corporation dated March 4, 2024.
104						Cover Page Interactive Data File (formatted as Inline XBRL)

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


		PAYLOCITY HOLDING CORPORATION


Date: March 4, 2024	By:	/s/ Ryan Glenn
		Ryan Glenn
		Chief Financial Officer and Treasurer