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

Paylocity Holding Corporation (the "Company") held its annual meeting of stockholders for its fiscal year 2021 on December 3, 2020. Holders of an aggregate of 54,243,857 shares of the Company's common stock at the close of business on October 14, 2020 were entitled to vote at the meeting, of which 51,505,932, or 95.0%, of the eligible shares were represented in person or by proxy. The matters voted upon at the meeting and the results of those votes are as follows:

Proposal 1: Election of Class I Directors to hold office for three-year terms or until their respective successors are elected and qualified, or their earlier death, resignation or removal.





                                               Broker
                        For       Withheld    Non-votes
Steven I. Sarowitz   49,155,669   1,228,401   1,121,862

Ellen Carnahan       49,965,690    418,380    1,121,862

Jeffrey T. Diehl     49,467,991    916,079    1,121,862

Based on the votes set forth above, all of the director nominees were duly elected.

Proposal 2: Ratification of the appointment of KPMG LLP as independent registered public accounting firm for the fiscal year ending June 30, 2021.





   For       Against   Abstain
51,448,630   19,080    38,222

Based on the votes set forth above, the selection of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending June 30, 2021 was ratified.





Proposal 3: Advisory vote to approve the compensation of named executive
officers.



                                    Broker
   For        Against    Abstain   Non-votes
48,029,327   1,892,638   462,105   1,121,862

Based on the votes set forth above, the stockholders advised that they were in favor of the compensation awarded to the Company's named executive officers.

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