PAYCHEX INC

This proposal requests that Paychex amend its governing documents to permit owners of a combined 10% of outstanding common stock to call a special shareholder meeting, including the option for an online meeting. The proponent argues this would enable shareholders to act between annual meetings (including by written consent) and provide a mechanism to address underperformance without waiting for the next annual meeting. The submission cites a significant stock price decline and describes the current bylaws’ written-consent procedures as onerous and time-consuming. It also contrasts a 10% threshold with higher 25% thresholds adopted by some companies, arguing 10% is more attainable.