ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

(a)The Annual Meeting of Stockholders was held on October 15, 2020.

(b)There were present at the meeting, either in person or by proxy, holders of 318,658,876 shares of common stock entitled to vote. Stockholders elected the nine nominees, constituting our entire Board of Directors, to hold office until the next Annual Meeting of Stockholders in 2021; approved the advisory vote on named executive officer compensation; approved and amended the Paychex, Inc. 2002 Stock Incentive Plan; and ratified the selection of our independent registered public accounting firm.

Results of stockholder voting are as follows:



                                                          Broker

Election of Directors For Against Abstain Non-Votes B. Thomas Golisano 265,344,857 8,123,666 395,747 44,794,606 Thomas F. Bonadio 269,582,156 3,852,371 429,743 44,794,606 Joseph G. Doody 269,507,650 3,909,538 447,082 44,794,606 David J.S. Flaschen 261,147,344 12,213,496 503,430 44,794,606 Pamela A. Joseph 269,288,026 4,199,317 376,927 44,794,606 Martin Mucci 269,775,673 3,749,046 339,551 44,794,606 Joseph M. Tucci 251,053,337 22,393,617 417,316 44,794,606 Joseph M. Velli 263,200,018 10,217,164 447,088 44,794,606 Kara Wilson

           269,967,643   3,516,263  380,364  44,794,606


Advisory Vote to Approve Named Executive                                           Broker
Officer Compensation                         For        Against      Abstain     Non-Votes
                                         261,034,027   11,647,511    1,182,732   44,794,606


To Approve and Amend the Paychex, Inc.                                    Broker
2002 Stock Incentive Plan                  For       Against   Abstain  Non-Votes
                                       266,107,479  6,783,229  973,562  44,794,606


Ratification of Selection of
PriceWaterhouseCoopers LLP
as the Company's Independent Registered
Public
Accounting Firm                                        For        Against      Abstain
                                                   317,099,605      958,555      600,716

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS




     Exhibit
     number                                  Description
          104                         The cover page from this Current Report on Form
                                      8-K, formatted in Inline XBRL.



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