Current Report Filing (8-k)
May 28 2021 - 4:38PM
Edgar (US Regulatory)
false 0001633917 0001633917 2021-05-26 2021-05-26
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): May 26, 2021
PayPal Holdings, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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001-36859
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47-2989869
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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2211 North First Street
San Jose, CA 95131
(Address of principal executive offices)
(408) 967-1000
(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 (see General Instruction A.2. below):
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange
on which registered
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Common stock, $0.0001 par value per share
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PYPL
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NASDAQ Global Select Market
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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 5.07. Submission of Matters to a Vote of Security Holders.
At the 2021 Annual Meeting of Stockholders of PayPal Holdings, Inc. (the “Company”) held on May 26, 2021 (the “Annual Meeting”), the stockholders:
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1.
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Elected the 11 director nominees named in the Company’s 2021 Proxy Statement to serve as directors until the Company’s 2022 Annual Meeting of Stockholders or until their respective successors are elected and qualified;
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2.
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Approved the advisory vote on the named executive officer compensation;
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3.
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Ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent auditor for 2021;
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4.
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Did not approve the stockholder proposal titled “Stockholder Right to Act by Written Consent”; and
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5.
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Did not approve the stockholder proposal titled “Assessing Inclusion in the Workplace”.
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Set forth below are the number of votes cast for or against, the number of abstentions, percentages for each and the number of broker non-votes with respect to each matter presented at the Annual Meeting.
Proposal 1: Election of Directors:
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Director Nominees
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Votes
For
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%
For
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Votes
Against
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%
Against
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Abstentions
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%
Abstentions
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Broker
Non-Votes
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Rodney C. Adkins
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812,355,160
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93.83
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51,076,728
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5.89
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2,285,657
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0.26
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111,992,934
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Jonathan Christodoro
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851,133,925
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98.31
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12,770,410
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1.47
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1,813,210
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0.20
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111,992,934
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John J. Donahoe
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843,491,172
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97.43
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19,072,625
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2.20
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3,153,748
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0.36
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111,992,934
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David W. Dorman
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835,097,083
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96.46
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28,332,051
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3.27
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2,288,411
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0.26
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111,992,934
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Belinda J. Johnson
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862,473,437
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99.62
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1,513,354
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0.17
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1,730,754
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0.19
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111,992,934
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Gail J. McGovern
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856,752,591
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98.96
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6,741,987
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0.77
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2,222,967
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0.25
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111,992,934
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Deborah M. Messemer
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862,460,743
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99.62
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1,527,895
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0.17
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1,728,907
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0.19
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111,992,934
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David M. Moffett
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853,947,332
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98.64
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9,969,343
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1.15
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1,800,870
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0.20
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111,992,934
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Ann M. Sarnoff
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862,433,649
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99.62
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1,545,250
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0.17
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1,738,646
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0.20
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111,992,934
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Daniel H. Schulman
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862,185,669
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99.59
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1,795,868
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0.20
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1,736,008
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0.20
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111,992,934
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Frank D. Yeary
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862,275,901
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99.60
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1,623,326
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0.18
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1,818,318
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0.21
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111,992,934
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Each of the 11 nominees were elected to the Board, each to hold office until the Company’s 2022 Annual Meeting of Stockholders or until their respective successors are elected and qualified.
Proposal 2: Advisory Vote to Approve Named Executive Officer Compensation:
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Votes For:
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767,702,233
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88.67
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%
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Votes Against:
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94,877,691
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10.95
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%
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Abstentions:
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3,137,621
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0.36
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%
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Broker Non-Votes:
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111,992,934
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The proposal was approved.
Proposal 3: Ratification of the Appointment of PricewaterhouseCoopers LLP as the Company’s Independent Auditor for 2021:
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Votes For:
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940,387,032
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96.18
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%
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Votes Against:
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34,636,165
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3.54
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%
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Abstentions:
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2,687,282
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0.27
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%
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Broker Non-Votes:
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n/a
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The appointment was ratified.
Proposal 4: Stockholder Proposal: Stockholder Right to Act by Written Consent:
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Votes For:
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377,315,143
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43.58
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%
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Votes Against:
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485,894,169
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56.12
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%
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Abstentions:
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2,508,233
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0.28
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%
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Broker Non-Votes:
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111,992,934
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The proposal was not approved.
Proposal 5: Stockholder Proposal: Assessing Inclusion in the Workplace:
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Votes For:
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101,314,258
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11.70
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%
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Votes Against:
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750,437,498
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86.68
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%
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Abstentions:
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13,965,789
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1.61
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%
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Broker Non-Votes:
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111,992,934
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The proposal was not approved.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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PayPal Holdings, Inc.
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(Registrant)
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Date: May 28, 2021
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/s/ Brian Y. Yamasaki
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Name: Brian Y. Yamasaki
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Title: Vice President, Corporate Legal and Secretary
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