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): May 30, 2017

 

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))

 

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).

 

Emerging growth company o

 

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 5.03. Amendments to Articles of Incorporation or Bylaws

 

On May 30, 2017, the Board of Directors of Paylocity Holding Corporation (the “Company”) approved an amendment to the Amended and Restated Bylaws of the Company (the “Bylaws Amendment”), effective immediately, to remove provisions in Section 8.2 relating to the reimbursement of fees associated with a violation of the Company’s bylaws by a stockholder plaintiff who files an action in a forum other than the state and federal courts located within the state of Delaware.

 

The foregoing description of the Bylaws Amendment is only a summary, does not purport to be complete, and is qualified in its entirety by reference to the Bylaws Amendment, a copy of which is attached as Exhibit 3.1 and is incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.

 

Description

 

 

 

3.1

 

Amendment to the Amended and Restated Bylaws of the Company.

 

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: May 31, 2017

By:

/s/ Steven R. Beauchamp

 

 

Steven R. Beauchamp

 

 

President and Chief Executive Officer

 

3



 

EXHIBIT INDEX

 

Exhibit No.

 

Description

 

 

 

3.1

 

Amendment to the Amended and Restated Bylaws of the Company.

 

4


Exhibit 3.1

 

AMENDMENT TO AMENDED AND RESTATED BYLAWS OF

PAYLOCITY HOLDING CORPORATION

 

Pursuant to a resolution duly adopted by the Board of Directors of Paylocity Holding Corporation, a Delaware corporation, effective May 30, 2017, Section 8.2 of the Amended and Restated Bylaws of Paylocity Holding Corporation was amended to read as follows:

 

“8.2                         [RESERVED].”