Paycom Software, Inc. 8-K

What Happened

• On February 18, 2026, Paycom Software, Inc. appointed Shane Hadlock as President and Chief Client Officer. Mr. Hadlock will perform the functions of the company's sole principal operating officer; Randy Peck, the Chief Operating Officer, will report to him. Chad Richison remains Chief Executive Officer and Chairman. Mr. Hadlock’s annual base salary was increased to $700,000.
• The Board also approved amended and restated bylaws on February 18, 2026. The amendments allow the President’s duties to be assigned by the Board or the CEO (previously only the Board) and permit the Board or the CEO to direct the President’s performance. The bylaws also revise the definition of “Principal Competitor” to mean any entity the Board, in good faith, determines competes with or provides alternatives to the Company’s principal products or services. Paycom issued a press release on February 19, 2026 announcing the appointment.

Key Details

• Appointment date: February 18, 2026; press release dated February 19, 2026.
• New title and role: President and Chief Client Officer; will serve as sole principal operating officer.
• Compensation change: annual base salary increased to $700,000.
• Bylaws changes: President’s duties may be assigned/directed by Board or CEO; “Principal Competitor” redefined by Board determination (good faith standard).

Why It Matters

• Management and reporting: The appointment centralizes operational responsibility under Mr. Hadlock (sole principal operating officer) and changes reporting lines (COO reports to the new President), which is a material leadership change investors should monitor for execution and operational impact.
• Corporate governance: Bylaws amendments shift some authority over the President’s duties to the CEO (in addition to the Board) and give the Board broader, discretionary control to identify competitors—changes that affect how leadership duties are assigned and how advance-notice/nomination provisions may be applied.
• Background and independence: The filing states Mr. Hadlock has ~14 years at Paycom and over 30 years in technology roles, no family relationships with company officers/directors, and no related-party transactions requiring disclosure under Item 404.