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 4, 2014

 

PAYLOCITY HOLDING CORPORATION

(Exact name of registrant as specified in charter)

 

Delaware

 

001-36348

 

46-4066644

(State or Other Jurisdiction of
Incorporation)

 

(Commission File Number)

 

(I.R.S. Employer Identification
Number)

 

3850 N. Wilke Road

Arlington Heights, Illinois 60004

(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))

 

 

 



 

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

 

On September 4, 2014, the Board of Directors (the “Board”) of Paylocity Holding Corporation (the “Company”) resolved to increase the size of the Board from five directors to six, and appointed Mr. Andres Reiner as a director to fill the vacancy created upon the expansion in the size of the Board.  Mr. Reiner will serve as a Class III director with a term expiring at the Company’s 2017 Annual Meeting of Stockholders.  The Board determined that Mr. Reiner 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, Mr. Reiner will serve.

 

Mr. Reiner 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 Mr. Reiner and the Company that would require disclosure under Item 404(a) of Regulation S-K.  Mr.Reiner will receive cash compensation and will be granted restricted stock units for his services on the Board and any applicable committees, in accordance with the Company’s standard fee arrangements and as approved by the Compensation Committee.

 

A copy of the press release announcing Mr. Reiner’s election is attached hereto as Exhibit 99.1.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.

 

Description

99.1

 

Press Release issued by Paylocity Holding Corporation on September 8, 2014.

 

2



 

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.

 

 

PAYLOCITY HOLDING CORPORATION

 

 

 

 

Date: September 8, 2014

By:

/s/ Steven R. Beauchamp

 

 

Steven R. Beauchamp

 

 

President and Chief Executive Officer

 

3



 

EXHIBIT INDEX

 

Exhibit No.

 

Description

99.1

 

Press Release issued by Paylocity Holding Corporation on September 8, 2014.

 

4


Exhibit 99.1

 

Paylocity Announces Andres Reiner Joining Board of Directors

 

ARLINGTON HEIGHTS, Ill., September 8, 2014 — Paylocity (Nasdaq: PCTY) a leading provider of cloud based payroll and human capital management software, today announced Andres Reiner, President, CEO and Director of PROS Holdings, Inc. (NYSE: PRO) has joined the company’s board of directors. Reiner’s appointment brings the board total to six.

 

“We are excited to welcome Andres to Paylocity’s Board of Directors. His experience, insight and knowledge will enhance our ability to continue delivering innovative HCM software to medium sized business across the country,” says Steve Beauchamp, Paylocity President and CEO.

 

Reiner brings to Paylocity a wealth of experience in leading high-tech growth strategies. Since his appointment as PROS President and CEO in 2010, the company has reported record revenue growth, expanded its global business operations and acquired two companies. In his preceding 10 years with PROS, Reiner held a broad range of leadership roles that provide the breadth of experience and understanding of how to drive growth, including products and product management, marketing, global alliances, science and research, and development of the company’s next-generation software portfolio.

 

Prior to his tenure at PROS, Reiner held various technical and management positions in technology companies, including Platinum Technology and ADAC Healthcare Information Systems. He holds a B.S. in computer science from the University of Houston and attended Rice University’s Jesse H. Jones Graduate School of Management.

 

“It’s an honor to join the Paylocity Board of Directors,” said Reiner. “Paylocity is leading its industry in technology and commitment to elevating the role of payroll and HR professionals. Along with the other board members and the executive team, I look forward to contributing to the growth and shareholder value of Paylocity.”

 

In addition to Reiner, Paylocity’s board of directors consists of Steve Sarowitz, Paylocity founder and Chairman; Steve Beauchamp, Paylocity President and CEO; Jeffrey Diehl, partner with Adams Street Partners; Mark Mishler, President, Chief Executive Officer and Director of Interstate National Corporation; and Ronald Walters, business consultant and former President, Director and CEO of LoJack.

 

About Paylocity

 

Paylocity is a provider of cloud-based payroll and human capital management, or HCM, software solutions for medium-sized organizations. 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.

 

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Media Contact:

Rebecca Everding

Director of Marketing
reverding@paylocity.com

M: 222.254.0088

www.paylocity.com