ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR

Effective May 1, 2020, the Board of Directors of Paychex, Inc., a Delaware corporation (the "Company" or "Paychex"), approved amendments to and the restatement of the Company's By-Laws (as so amended and restated, the "By-Laws") to update the By-Laws to allow for notice to be given by electronic transmission and action to be taken by means of remote communication. Specifically, the By-Laws now provide for:

?Notice to be given to stockholders by electronic transmission, provided that the stockholder has consented to that form of notice;

?Notice of meetings of the Board of Directors to be given by electronic transmission;

?Meetings of stockholders to be held through remote communication; and

?Meetings of the Board of Directors to be held through remote communication.

The By-Laws also include certain technical, conforming, modernizing and clarifying changes.

The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the ?By-Laws, filed as Exhibit 3.1 to this Current Report on Form 8-K, which is incorporated herein by reference.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS




  Exhibit                               Description
Exhibit 3.1   Amended and Restated By-Laws of Paychex, Inc., as of May 1, 2020



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