UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 14, 2018

PAYLOCITY HOLDING CORPORATION

(Exact name of registrant as specified in charter)

1400 American Lane

Schaumburg, Illinois 60173

(Address of principal executive offices, including zip code)

(847) 463-3200

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).  o  Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 17, 2018, the Board of Directors (the “Board”) of Paylocity Holding Corporation (the “Company”) announced that it had appointed Ms. Virginia G. Breen as a director to fill the current vacancy on the Board, effective as of September 14, 2018.  Ms. Breen will serve as a Class II director with a term expiring at the Company’s 2019 Annual Meeting of Stockholders.  The Board determined that Ms. Breen is independent in accordance with the applicable rules of the NASDAQ Stock Market.  The Company’s Board has not yet determined on which committees, if any, Ms. Breen will serve.

Ms. Breen was not selected as a director pursuant to any arrangements or understandings with the Company or with any other person, and there are no related party transactions between Ms. Breen and the Company that would require disclosure under Item 404(a) of Regulation S-K.  Ms. Breen will receive cash compensation and will be granted restricted stock units for her services on the Board and any applicable committees, in accordance with the Company’s standard director compensation package as described in the Company’s Notice of 2018 Annual Meeting of Stockholders filed with the SEC on October 24, 2017, which description is incorporated into this Item 5.02 by reference.

A copy of the press release announcing Ms. Breen’s appointment is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

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EXHIBIT INDEX

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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Exhibit 99.1

Paylocity adds Virginia Breen to Board of Directors

SCHAUMBURG, Ill., September 17, 2018 (GLOBE NEWSWIRE) — Paylocity (Nasdaq: PCTY), a leading provider of cloud-based payroll and human capital management software solutions, today announced Virginia “Ginnie” Breen has joined the Company’s Board of Directors. Breen’s appointment brings the board total to seven.

“Ginnie will be a strong addition to the Board of Directors,” said Steve Beauchamp, Paylocity’s CEO. “Her experience working with other technology-driven and high-growth companies will serve Paylocity well as we continue to focus on expanding the business.”

Ms. Breen has been an investor and board member in institutional private and public equity for 30 years. She began her career at Donaldson, Lufkin & Jenrette (now Credit Suisse/First Boston) in investment banking in 1986 and moved to their venture capital affiliate, The Sprout Group, in 1988. Ms. Breen serves on the Board of Directors at Calamos Investments, Jones Lang LaSalle Income Property Trust, Neuberger Berman Investments and UBS Alternative Investments US. Ms. Breen holds an M.B.A. with highest honors from Columbia University and an A.B. in Computer Science from Harvard College.

“Joining the Board of Directors of Paylocity is a very exciting opportunity,” said Ms. Breen. “Paylocity’s focus on providing industry leading technology is clearly resonating with clients in the marketplace, as is the Company’s focus on its employees and culture.”

In addition to Ginnie Breen, Paylocity’s Board of Directors consists of Steve Sarowitz, Founder and Chairman of Paylocity; Steve Beauchamp, CEO of Paylocity; Jeff Diehl, Managing Partner & Head of Investments with Adams Street Partners; Ronald Waters, business consultant and former President, Director and CEO of LoJack; Andres Reiner, President, CEO and Director of PROS Holdings, Inc., and Ellen Carnahan, Principal of Machrie Enterprises.

About Paylocity

Paylocity is a leading provider of cloud-based payroll and human capital management, or HCM, software solutions. Paylocity’s comprehensive and easy-to-use solutions enable its clients to manage their workforces more effectively.  Paylocity’s solutions help drive strategic human capital decision-making and improve employee engagement by enhancing the human resource, payroll and finance capabilities of its clients. For more information, visit www.paylocity.com.

CONTACT: Ryan Glenn

investors@paylocity.com

www.paylocity.com