UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): ~~October~~November 236, 2024

PAYCOR HCM, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-40640

83-1813909

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

4811 Montgomery Road
Cincinnati, OH

45212

(Address of principal executive offices)

(Zip Code)

(800) 381-0053

(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:



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

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

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

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

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading
Symbol(s)

Name of each exchange on which
registered

Common Stock, $0.001 par value

PYCR

The NASDAQ Stock Market LLC

(Nasdaq Global Select Market)


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 ☐

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. ☐

Item 52.~~07.~~02 ~~Submission~~Results of ~~Matters~~Operations toand aFinancial ~~Vote of Security Holders~~Condition.

On ~~October 23~~November 6, 2024, Paycor HCM, Inc. (the “Company”) ~~held~~issued ~~its~~a ~~2024~~press ~~Annual~~release ~~Meeting~~announcing ofits ~~Stockholders~~financial (results for the ~~“Annual~~first ~~Meeting”).~~quarter ~~Set~~ended ~~forth~~September 30, ~~below~~2024. A ~~are~~copy of the ~~final~~press ~~voting~~release ~~results~~is ~~for~~furnished ~~each~~as ~~proposal~~Exhibit ~~submitted~~99.1 to athis ~~vote~~Current ofReport ~~the~~on ~~Company’s~~Form ~~stockholders~~8-K atand ~~the~~is ~~Annual~~incorporated ~~Meeting.~~herein by reference.

~~Proposal~~The Noinformation furnished in Item 2.02 of this Form 8-K, including Exhibit 99.1: ~~Election~~attached hereto, shall not be deemed “filed” for purposes of ~~directors.~~Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, except as otherwise expressly set forth by specific reference in such filing.

The Company’s ~~stockholders~~makes ~~elected~~references ~~the~~to ~~following~~certain ~~nominees~~non-GAAP ~~for~~financial ~~director~~measures toin ~~serve~~the asattached ~~Class~~press ~~III~~release. A ~~directors~~description ~~for~~of athe ~~term~~non-GAAP ~~expiring~~financial atmeasures and a reconciliation of the ~~Company’s~~non-GAAP ~~2027~~financial ~~annual~~measures ~~meeting~~to ofthe ~~stockholders~~most ~~and~~closely ~~until~~comparable ~~their~~GAAP ~~successors~~financial ~~shall~~measures ~~have~~are ~~been~~contained ~~duly~~in ~~elected~~the ~~and~~attached ~~qualified.~~press release.

Nominee	Votes For	Votes Withheld	Broker Non-Votes
Raul Villar, Jr.	152,842,463	6,689,659	7,732,664
Drury (Dru) Armstrong	159,430,825	101,297	7,732,664

Item 9.01 Financial Statements and Exhibits.

~~Proposal No. 2: Proposal to approve, on an advisory and non-binding basis, the compensation of the Company’s named executive officers.~~(d) Exhibits

The Company’s stockholders approved, on an advisory and non-binding basis, the compensation of the Company’s named executive officers, as disclosed in the Company’s definitive proxy statement for the Annual Meeting.


Exhibit No.						Description
99.1						Press Release Dated November 6, 2024
104						Cover Page Interactive Data File (formatted as Inline XBRL)

Votes For						Votes Against						Abstentions						Broker Non-Votes
128,226,576						26,944,080						4,361,466						7,732,664

Proposal No. 3: Proposal to ratify of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2025.

The appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2025 was ratified by the Company’s stockholders.

Votes For						Votes Against						Abstentions
167,181,213						75,637						7,936

SIGNATURES

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

PAYCOR HCM, INC.

October 23, 2024

By:

/s/ ALICE GEENE

November 6, 2024

By:

/s/ ALICE GEENE

Name: Alice Geene

Title: Chief Legal Officer and Secretary

Filing Compare · PAYCOR HCM, INC.