PAYC 10-K Annual Report Dec. 31, 2017 | Alphaminr

Effective Date August 11, 2021

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PAYCOM SOFTWARE, INC.

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PROXIES

DEF 14A	Filed on March 28, 2024
DEF 14A	Filed on March 28, 2023
DEF 14A	Filed on March 31, 2022
DEF 14A	Filed on April 1, 2021
DEF 14A	Filed on March 25, 2020
DEF 14A	Filed on March 27, 2019
DEF 14A	Filed on March 28, 2018
DEF 14A	Filed on March 29, 2017
DEF 14A	Filed on March 30, 2016
DEF 14A	Filed on March 30, 2015

TABLE OF CONTENTS

Part I Item 1. Business Item 1A. Risk Factors Item 1B. Unresolved Staff Comments Item 2. Properties Item 3. Legal Proceedings Item 4. Mine Safety Disclosures Part II Item 5. Market For Registrants Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity Securities Item 6. Selected Financial Data Item 7. Management S Discussion and Analysis Of Financial Condition and Results Of Operations Item 7A. Quantitative and Qualitative Disclosures About Market Risk Item 8. Financial Statements and Supplementary Data Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure Item 9A. Controls and Procedures Item 10. Directors, Executive Officers and Corporate Governance Item 11. Executive Compensation Item 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder Matters Item 13. Certain Relationships and Related Transactions, and Director Independence Item 14. Principal Accounting Fees and Services Item 15. Exhibits, Financial Statement Schedules

Exhibits

3.1 Amended and Restated Certificate of Incorporation of Paycom Software, Inc. (incorporated by reference to Exhibit 3.1 to the Companys Amendment No. 1 to the Registration Statement on Form S-1/A dated March 31, 2014, filed with the SEC on March 31, 2014).http://www.sec.gov/Archives/edgar/data/1590955/000119312514122537/d609623dex31.htm 3.2 Amended and Restated Bylaws of Paycom Software, Inc. (incorporated by reference to Exhibit 3.2 to the Companys Quarterly Report on Form 10-Q for the quarter ended September 30, 2015, filed with the SEC on November 6, 2015).http://www.sec.gov/Archives/edgar/data/1590955/000156459015009936/payc-ex32_560.htm 4.1 Form of Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the Companys Amendment No. 1 to the Registration Statement on Form S-1/A dated March 31, 2014, filed with the SEC on March 31, 2014).http://www.sec.gov/Archives/edgar/data/1590955/000119312514122537/d609623dex41.htm 4.2 Registration Rights Agreement (incorporated by reference to Exhibit 4.3 to the Companys Registration Statement on Form S-1 dated March 10, 2014, filed with the SEC on March 10, 2014).http://www.sec.gov/Archives/edgar/data/1590955/000119312514091543/d609623dex43.htm 4.3 Joinder to Registration Rights Agreement, by and among Paycom Software, Inc. and each of the signatories thereto, dated as of March 6, 2015 (incorporated by reference to Exhibit 4.6 to the Companys Quarterly Report on Form 10-Q for the quarter ended March 31, 2015, filed with the SEC on May 13, 2015).http://www.sec.gov/Archives/edgar/data/1590955/000156459015004189/payc-ex46_20150331350.htm 4.4 Amendment No. 1 to the Registration Rights Agreement, by and among Paycom Software, Inc. and each of the signatories thereto, dated as of May 13, 2015 (incorporated by reference to Exhibit 4.7 to the Companys Quarterly Report on Form 10-Q for the quarter ended June 30, 2015, filed with the SEC on August 7, 2015).http://www.sec.gov/Archives/edgar/data/1590955/000156459015006677/payc-ex47_102.htm 4.5 Joinder to Registration Rights Agreement, by and between Paycom Software, Inc. and the Mackesy Family Foundation, dated as of May 27, 2015 (incorporated by reference to Exhibit 4.9 to the Companys Quarterly Report on Form 10-Q for the quarter ended September 30, 2015, filed with the SEC on November 6, 2015).http://www.sec.gov/Archives/edgar/data/1590955/000156459015009936/payc-ex49_182.htm 4.6 Joinder to Registration Rights Agreement, by and between Paycom Software, Inc. and Anthony & Christie de Nicola Foundation, dated as of August 13, 2015 (incorporated by reference to Exhibit 4.11 to the Companys Quarterly Report on Form 10-Q for the quarter ended September 30, 2015, filed with the SEC on November 6, 2015).http://www.sec.gov/Archives/edgar/data/1590955/000156459015009936/payc-ex411_400.htm 4.7 Amendment No. 2 to Registration Rights Agreement, by and between Paycom Software, Inc. and each of the signatories thereto, dated as of September 15, 2015 (incorporated by reference to Exhibit 4.12 to the Companys Quarterly Report on Form 10-Q for the quarter ended September 30, 2015, filed with the SEC on November 6, 2015).http://www.sec.gov/Archives/edgar/data/1590955/000156459015009936/payc-ex412_177.htm 4.9 Joinder to Registration Rights Agreement, by and between Paycom Software, Inc. and Paul & Anne-Marie Queally Family Foundation, dated as of October 13, 2015 (incorporated by reference to Exhibit 4.16 to the Companys Quarterly Report on Form 10-Q for the quarter ended September 30, 2015, filed with the SEC on November 6, 2015).http://www.sec.gov/Archives/edgar/data/1590955/000156459015009936/payc-ex416_183.htm 4.10 Joinder to Registration Rights Agreement, by and between Paycom Software, Inc. and Scully Family Charitable Foundation, dated as of December 2, 2015 (incorporated by reference to Exhibit 4.18 to the Companys Annual Report on Form 10-K for the year ended December 31, 2015, filed with the SEC on February 22, 2016).http://www.sec.gov/Archives/edgar/data/1590955/000156459016013001/payc-ex418_608.htm 10.1+ Form of Indemnification Agreement between Paycom Software, Inc. and each of its directors and executive officers (incorporated by reference to Exhibit 10.1 to the Companys Registration Statement on Form S-1 dated March 10, 2014, filed with the SEC on March 10, 2014).http://www.sec.gov/Archives/edgar/data/1590955/000119312514091543/d609623dex101.htm 10.2+ Paycom Software, Inc. 2014 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.2 to the Companys Registration Statement on Form S-1 dated March 10, 2014, filed with the SEC on March 10, 2014).http://www.sec.gov/Archives/edgar/data/1590955/000119312514091543/d609623dex102.htm 10.2.1+ First Amendment to the Paycom Software, Inc. 2014 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K dated May 1, 2017, filed with the SEC on May 4, 2017).http://www.sec.gov/Archives/edgar/data/1590955/000119312517158984/d386294dex101.htm 10.2.2+ Form of Restricted Stock Award Agreement for Executives with Employment Agreements (incorporated by reference to Exhibit 10.5 to the Companys Amendment No. 1 to the Registration Statement on Form S-1/A dated March31, 2014, filed with the SEC on March31, 2014).http://www.sec.gov/Archives/edgar/data/1590955/000119312514122537/d609623dex105.htm 10.2.3+ Form of Restricted Stock Award Agreement for Chief Executive Officer (incorporated by reference to Exhibit 10.6 to the Companys Amendment No. 1 to the Registration Statement on Form S-1/A dated March 31, 2014, filed with the SEC on March 31, 2014).http://www.sec.gov/Archives/edgar/data/1590955/000119312514122537/d609623dex106.htm 10.2.4+ Form of Incentive Stock Option Agreement under the Paycom Software, Inc. 2014 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K dated March 25, 2015, filed with the SEC on March 30, 2015).http://www.sec.gov/Archives/edgar/data/1590955/000119312515111728/d900188dex101.htm 10.2.5+ Form of Nonqualified Stock Option Agreement under the Paycom Software, Inc. 2014 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.2 to the Companys Current Report on Form 8-K dated March 25, 2015, filed with the SEC on March 30, 2015).http://www.sec.gov/Archives/edgar/data/1590955/000119312515111728/d900188dex102.htm 10.2.6 Form of Time-Based Vesting Restricted Stock Award Agreement under the Paycom Software, Inc. 2014 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.5 to the Companys Current Report on Form 8-K dated July 8, 2015, filed with the SEC on July 10, 2015).http://www.sec.gov/Archives/edgar/data/1590955/000119312515250350/d10329dex105.htm 10.2.7+ Form of CEO Market-Based Vesting Restricted Stock Award Agreement under the Paycom Software, Inc. 2014 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K dated April 15, 2016, filed with the SEC on April 21, 2016).http://www.sec.gov/Archives/edgar/data/1590955/000119312516550307/d163628dex101.htm 10.2.10+ Form of CEO Market-Based Vesting Restricted Stock Award Agreement under the Paycom Software, Inc. 2014 Long-Term Incentive Plan, approved October 4, 2016 (incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K dated October 4, 2016, filed with the SEC on October 6, 2016).http://www.sec.gov/Archives/edgar/data/1590955/000119312516732738/d242708dex101.htm 10.2.11+ Form of Market-Based Vesting Restricted Stock Award Agreement under the Paycom Software, Inc. 2014 Long-Term Incentive Plan, approved October 4, 2016 (incorporated by reference to Exhibit 10.2 to the Companys Current Report on Form 8-K dated October 4, 2016, filed with the SEC on October 6, 2016).http://www.sec.gov/Archives/edgar/data/1590955/000119312516732738/d242708dex102.htm 10.2.12+ Form of Time and Market-Based Vesting Restricted Stock Award Agreement (CEO) under the Paycom Software, Inc. 2014 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K dated April 26, 2017, filed with the SEC on April 27, 2017).http://www.sec.gov/Archives/edgar/data/1590955/000119312517141138/d374359dex101.htm 10.2.13+ Form of Time and Market-Based Vesting Restricted Stock Award Agreement (Executive) under the Paycom Software, Inc. 2014 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.2 to the Companys Current Report on Form 8-K dated April 26, 2017, filed with the SEC on April 27, 2017).http://www.sec.gov/Archives/edgar/data/1590955/000119312517141138/d374359dex102.htm 10.3+ Executive Employment Agreement by and between Paycom Payroll Holdings, LLC and Chad Richison, dated December 30, 2013 (incorporated by reference to Exhibit 10.4 to the Companys Registration Statement on Form S-1 dated March 10, 2014, filed with the SEC on March 10, 2014).http://www.sec.gov/Archives/edgar/data/1590955/000119312514091543/d609623dex104.htm 10.4+ Executive Employment Agreement by and between Paycom Payroll Holdings, LLC and Craig E. Boelte, dated December 30, 2013 (incorporated by reference to Exhibit 10.5 to the Companys Registration Statement on Form S-1 dated March 10, 2014, filed with the SEC on March 10, 2014).http://www.sec.gov/Archives/edgar/data/1590955/000119312514091543/d609623dex105.htm 10.5+ Executive Employment Agreement by and between Paycom Payroll Holdings, LLC and Jeffrey D. York, dated December30, 2013 (incorporated by reference to Exhibit 10.6 to the Companys Registration Statement on Form S-1 dated March 10, 2014, filed with the SEC on March 10, 2014).http://www.sec.gov/Archives/edgar/data/1590955/000119312514091543/d609623dex106.htm 10.6+ Executive Employment Agreement by and between Paycom Payroll Holdings, LLC and WilliamX. Kerber III, dated December 30, 2013 (incorporated by reference to Exhibit 10.7 to the Companys Registration Statement on Form S-1 dated March 10, 2014, filed with the SEC on March 10, 2014).http://www.sec.gov/Archives/edgar/data/1590955/000119312514091543/d609623dex107.htm 10.7+ Paycom Software, Inc. Annual Incentive Plan (incorporated by reference to Exhibit 10.2 to the Companys Current Report on Form 8-K dated May 5, 2015, filed with the SEC on May 8, 2015).http://www.sec.gov/Archives/edgar/data/1590955/000119312515179543/d924761dex102.htm 10.8 Paycom Software, Inc. Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K dated May 5, 2015, filed with the SEC on May 8, 2015).http://www.sec.gov/Archives/edgar/data/1590955/000119312515179543/d924761dex101.htm 10.9 Consolidated, Amended and Restated Loan Agreement, by and between Kirkpatrick Bank and Paycom Payroll, LLC, dated December 15, 2011 (incorporated by reference to Exhibit 10.8 to the Companys Registration Statement on Form S-1 dated March 10, 2014, filed with the SEC on March 10, 2014).http://www.sec.gov/Archives/edgar/data/1590955/000119312514091543/d609623dex108.htm 10.9.2 Second Loan Modification Agreement, by and between Kirkpatrick Bank and Paycom Payroll, LLC, dated June17, 2014 (incorporated by reference to Exhibit 10.2 to the Companys Quarterly Report on Form 10-Q for the quarter ended June30, 2014, filed with the SEC on August8, 2014).http://www.sec.gov/Archives/edgar/data/1590955/000119312514302051/d742477dex102.htm 10.9.3 4.75% Consolidated, Amended, Restated and Increased Promissory Note, by and between Kirkpatrick Bank and Paycom Payroll, LLC, dated June17, 2014 (incorporated by reference to Exhibit 10.3 to the Companys Quarterly Report on Form10-Q for the quarter ended June30, 2014, filed with the SEC on August8, 2014).http://www.sec.gov/Archives/edgar/data/1590955/000119312514302051/d742477dex103.htm 10.10 Loan Agreement, by and between Kirkpatrick Bank and Paycom Payroll, LLC, dated May 13, 2015 (incorporated by reference to Exhibit 10.3 to the Companys Quarterly Report on Form 10-Q for the quarter ended June 30, 2015, filed with the SEC on August 7, 2015).http://www.sec.gov/Archives/edgar/data/1590955/000156459015006677/payc-ex103_677.htm 10.10.1 Promissory Note, by and between Kirkpatrick Bank and Paycom Payroll, LLC, dated May 13, 2015 (incorporated by reference to Exhibit 10.1 to the Companys Quarterly Report on Form 10-Q for the quarter ended September 30, 2016, filed with the SEC on November 3, 2016).http://www.sec.gov/Archives/edgar/data/1590955/000156459016027365/payc-ex101_206.htm 10.10.2 First Modification to Loan Agreement, by and between Kirkpatrick Bank and Paycom Payroll, LLC (incorporated by reference to Exhibit 10.2 to the Companys Quarterly Report on Form 10-Q for the quarter ended September 30, 2016, filed with the SEC on November 3, 2016).http://www.sec.gov/Archives/edgar/data/1590955/000156459016027365/payc-ex102_239.htm 10.10.3 Second Modification to Loan Agreement, by and between Kirkpatrick Bank and Paycom Payroll, LLC, dated August 2, 2016 (incorporated by reference to Exhibit 10.3 to the Companys Quarterly Report on Form 10-Q for the quarter ended September 30, 2016, filed with the SEC on November 3, 2016).http://www.sec.gov/Archives/edgar/data/1590955/000156459016027365/payc-ex103_205.htm 10.11 Loan Agreement, by and between Kirkpatrick Bank and Paycom Payroll, LLC, dated August 2, 2016 (incorporated by reference to Exhibit 10.4 to the Companys Quarterly Report on Form 10-Q for the quarter ended September 30, 2016, filed with the SEC on November 3, 2016).http://www.sec.gov/Archives/edgar/data/1590955/000156459016027365/payc-ex104_204.htm 10.11.1 Promissory Note, by and between Kirkpatrick Bank and Paycom Payroll, LLC, dated August 2, 2016 (incorporated by reference to Exhibit 10.5 to the Companys Quarterly Report on Form 10-Q for the quarter ended September 30, 2016, filed with the SEC on November 3, 2016).http://www.sec.gov/Archives/edgar/data/1590955/000156459016027365/payc-ex105_203.htm 10.12* Term Credit Agreement, dated December 7, 2017, by and among Paycom Payroll, LLC as the borrower, Paycom Software, Inc. and certain of its subsidiaries as the guarantors, the lenders parties thereto and JPMorgan Chase Bank, N.A. as administrative agent.payc-ex1012_397.htm 10.13* Real Estate Mortgage, Security Agreement, Assignment of Leases and Rents, Financing Statement and Fixture Filing, dated December 7, 2017, by Paycom Payroll, LLC in favor of JPMorgan Chase Bank, N.A.payc-ex1013_398.htm 21.1* List of subsidiaries of the Companypayc-ex211_8.htm 23.1* Consent of Independent Registered Public Accounting Firmpayc-ex231_9.htm 31.1* Certification of the Chief Executive Officer of the Company, pursuant to the Section 302 of the Sarbanes-Oxley Act of 2002.payc-ex311_7.htm 31.2* Certification of the Chief Financial Officer of the Company, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.payc-ex312_6.htm

* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.

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