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): August 15, 2017

PAYLOCITY HOLDING CORPORATION

(Exact name of registrant as specified in charter)

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).

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 Arrangement of Certain Officers.

On August 15, 2017, the Compensation Committee of the Board of Directors of Paylocity Holding Corporation (the “Company”) appointed Michael R. Haske to serve as the Company’s President and Chief Operating Officer.

Mr. Haske, 45, has served as the Company’s Senior Vice President of Sales & Marketing since 2007. Prior to joining the Company, Mr. Haske held several roles at Paychex, Inc., including Director of Marketing and Business Development and Regional Manager.  Prior to joining Paychex, Inc., Mr. Haske held multiple roles with Automatic Data Processing, Inc., including Sales Manager & Corporate Sales Trainer.  Mr. Haske earned his B.A. degree in Marketing and Finance from the University of Michigan. He also earned an M.B.A. in Marketing from Cardean/Ellis NYIT.  There are no agreements, arrangements, relationships or transactions between the Company and Mr. Haske required to be disclosed under Items 401 or 404(a) of Regulation S-K.  Mr. Haske’s employment with the Company will continue to be subject to the terms of the Second Amended and Restated Employment Agreement effective as of February 7, 2014, between the Company and Mr. Haske, included as Exhibit 10.7 to the Company’s Annual Report on Form 10-K filed on August 11, 2017.

In connection with his promotion, Mr. Haske will assume the role of President of the Company.  Mr. Beauchamp will continue to serve as the Company’s Chief Executive Officer and acting Chief Financial Officer.

A copy of the press release describing the foregoing matters is furnished herewith as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

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.

3

EXHIBIT INDEX

4

Exhibit 99.1

Paylocity Announces Michael Haske’s Promotion to President & COO

Arlington Heights, IL. — August 17, 2017 — Paylocity Holding Corporation (Nasdaq: PCTY), a cloud-based provider of payroll and human capital management software solutions, today announced that Michael Haske has been promoted to the position of President & Chief Operating Officer (COO).

In this expanded role, Haske will be responsible for aligning go-to-market sales and marketing activities with our operational teams who are focused on delivering an industry leading implementation and service experience to our nearly 15,000 clients.

“Over the past 10 years Michael has built a world-class sales and marketing organization and has been a driving force behind the Paylocity growth story,” said Steve Beauchamp, Chief Executive Officer of Paylocity. “As President & COO, Michael will leverage his more than 20 years of industry experience to help us continue to build strong teams across the company as Paylocity continues to grow.”

“It’s an honor to be named President & COO of Paylocity,” said Michael Haske. “I am very proud of the strong culture we have created and I look forward to working closely with our talented and dedicated employees as we build off of the success we’ve had in the past and enter into this next exciting chapter.”

Michael joined Paylocity following a successful career in the payroll and HR industry. At Paychex, he served as Director of Marketing and Business Development as well as Regional Manager of Major Market Services, where he managed sales for the western half of the United States. Prior to Paychex, Michael held multiple roles with Automatic Data Processing (ADP).

About Paylocity

Paylocity is a 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.

Source: Paylocity

Safe Harbor/forward looking statements

This press release contains forward-looking statements that involve substantial risks and uncertainties, including statements about the functionality and benefits of human capital management software solutions generally as well as the functionality and benefits of Paylocity’s human capital management software solutions. All statements, other than statements of historical facts, included herein regarding Paylocity’s future operations, prospects, plans and objectives of management are forward-looking statements. The words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “plan,” “will,” “would,” “seek” and similar expressions (or the negative of these terms) are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. These forward-looking statements include, among other things, statements about management’s beliefs, intentions or goals. Paylocity may not actually achieve the expectations disclosed in the forward-looking statements, and you should not place undue reliance on Paylocity’s forward-looking statements. These forward-looking statements involve risks and uncertainties that could cause actual results or events to differ materially from the expectations disclosed in the forward-looking statements, including the risks associated with Paylocity developing and enhancing products and solutions with the functionality necessary to deliver the stated results and the risks associated with the implementation and maintenance of human capital management software solutions, such as Paylocity’s human capital management software solutions. These forward-looking statements represent Paylocity’s expectations as of the date of this press release. Subsequent events may cause these expectations to change, and Paylocity disclaims any obligations to update or alter these forward-looking statements in the future, whether as a result of new information, future events or otherwise.