Item 5.02. Departure of Directors or Certain Officers; Election of Directors;


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.

On October 26, 2022, effective immediately following the adjournment of the Annual Meeting (as defined in Item 5.07 below), the Board of Directors (the "Board") of Paycor HCM, Inc. (the "Company") appointed Jeremy Rishel to the board of directors. Mr. Rishel will serve as a Class II director until the Company's second annual meeting of stockholders to be held in 2023, and until such time as his successor is duly elected and qualified, or until his earlier death, resignation or removal. At this time, Mr. Rishel has not been appointed to serve on any committees of the Board.

The Company is not aware of any related party transactions or relationships between Mr. Rishel and the Company that would require disclosure under Item 404(a) of Regulation S-K.

Mr. Rishel was designated as a director pursuant to the Director Nomination Agreement, dated July 23, 2021, by and between the Company and Pride Aggregator, L.P. There are no other arrangements or understandings between Mr. Rishel and any other person pursuant to which Mr. Rishel was selected as a director of the Company.

Mr. Rishel will receive compensation and benefits in connection with his service as a director under the Company's non-employee director compensation policy, previously approved by the Compensation and Benefits Committee of the Board on January 27, 2021. Consistent with that policy, Mr. Rishel will receive an equity award, effective as of October 26, 2022, in the form of $170,000 in restricted stock units which will vest in full on October 1, 2023 (to coincide with the vesting date of the annual equity grants made to the Company's other eligible non-employee directors), subject to Mr. Rishel's continued service through such date. The Company has also entered into its standard indemnification agreement with Mr. Rishel, the form of which is filed as Exhibit 10.12 to the Company's Annual Report on Form 10-K for its fiscal year ended June 30, 2022.


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Item 5.07. Submission of Matters to a Vote of Security Holders.

On October 26, 2022, the Company held its 2022 Annual Meeting of Stockholders (the "Annual Meeting"). Set forth below are the final voting results for each proposal submitted to a vote of the Company's stockholders at the Annual Meeting.

Proposal No. 1: Election of directors.

The Company's stockholders elected the following nominees for director to serve as Class I directors for a term expiring at the Company's 2025 Annual Meeting of Stockholders and until their successors shall have been duly elected and qualified.



Nominee         Votes For     Votes Withheld   Broker Non-Votes
Whitney Bouck   162,461,364   9,764,707        1,704,851
Scott Miller    162,446,133   9,779,938        1,704,851
Jason Wright    153,400,483   18,825,588       1,704,851

Proposal No. 2: Proposal to ratify of the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending June 30, 2023.

The appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending June 30, 2023 was ratified by the Company's stockholders.



Votes For     Votes Against   Votes Withheld   Broker Non-Votes
173,559,293   371,373         256              -

Item 9.01. Financial Statements and Exhibits.




(d) Exhibits

Exhibit                            Description

99.1        Press Release of Paycor HCM, Inc., dated October 28, 2022

104       Cover Page Interactive Data File (formatted as Inline XBRL)

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