PAYCHEX INC 8-K

What Happened
Paychex, Inc. announced on January 20, 2026 that its Board expanded to eleven members and appointed J. Michael Hansen as an independent director (Board appointment effective January 16, 2026). The Board also approved a program to repurchase up to $1.0 billion of the Company’s common stock, replacing the prior $400 million authorization. The buyback authorization and the appointment were announced via company press releases filed with the Form 8-K.

Key Details

• J. Michael Hansen was appointed January 16, 2026 and will serve on the Board’s Audit Committee; he will participate in the Company’s standard non-employee director compensation arrangements.
• Mr. Hansen is the former Executive Vice President & CFO of Cintas Corporation (served as CFO for 10+ years), retired as CFO in May 2025, and subsequently served as Assistant to the CEO at Cintas.
• Paychex’s new repurchase authorization is up to $1.0 billion and replaces the prior $400 million authorization approved in 2024.
• The press release announcing the repurchase authorization also referenced the Company’s quarterly dividend (details in the press release).

Why It Matters
The $1 billion repurchase authorization expands Paychex’s capacity to return capital to shareholders and can be used to buy shares in the open market, which may reduce outstanding shares and affect metrics like earnings per share. The appointment of an experienced financial executive to the Board—particularly to the Audit Committee—adds senior financial oversight and expertise, which is relevant for investors monitoring corporate governance and financial reporting.