As filed with the Securities and Exchange Commission on March 13, 2019February 27, 2020

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A

(RULE14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE

SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant  ☒                            Filed by a Party other than the Registrant  ☐

Check the appropriate box:

GLOBAL PAYMENTS INC.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

PROXY STATEMENT AND NOTICE OF

20192020 ANNUAL MEETING OF SHAREHOLDERS

April 25, 201929, 2020

3550 Lenox Road

Atlanta, Georgia 30326

(770)829-8000

March     13, 2019, 2020

Dear Shareholder:

The board of directors and officers of Global Payments Inc. join me in extending to you a cordial invitation to attend our 20192020 Annual Meeting of Shareholders. The meeting will be held on Thursday,Wednesday, April 25, 2019,29, 2020, at 9:30 a.m. Eastern Daylight Time, at our offices at 3550 Lenox Road, Atlanta, GA 30326. At the annual meeting, shareholders will be asked to vote on threefour proposals set forth in the Notice of 20192020 Annual Meeting of Shareholders and the proxy statement following this letter.

In the third quarter of 2019, we completed our merger with Total System Services, Inc., bringing together two industry leaders and positioning the new Global Payments as a premier pure play payments technology company at scale globally. Importantly, the merger accelerates our technology-enabled software-driven strategy, establishing Global Payments as a leading provider of integrated payment solutions, owned software in both merchant and issuing, ande-commerce and omni-channel capabilities. We are pleased to welcome the former shareholders of TSYS to our company and look forward to engaging with you.

Whether or not you plan to attend the annual meeting, it is important that your shares are represented and voted regardless of the size of your holdings. We urge you to vote promptly and submit your proxy via the internet, by telephone or by signing, dating and returning the enclosed proxy card in the enclosed envelope. If you decide to attend the annual meeting, you will be able to vote in person, even if you have submitted your proxy previously.

If you have any questions concerning the annual meeting and you are the shareholder of record of your shares, please contact our Investor Relations department at Investor.Relations@globalpay.com or (770)829-8478. If your shares are held by a broker or other nominee (that is, in “street name”), please contact your broker or other nominee for questions concerning the annual meeting.

We look forward to seeing you on April 25.29.

Sincerely,
Jeffrey S. Sloan		William I JacobsM. Troy Woods
Chief Executive Officer		Chairman of the Board

NOTICE OF 2020 ANNUAL MEETING OF SHAREHOLDERS

Items of Business

The shareholders may also transact any other business that may properly come before the annual meeting or any adjournments or postponements thereof.

Record Date

Close of business on March 4, 2019.6, 2020.

On March     13, 2019,, 2020, we mailed a notice of electronic availability of proxy materials to our shareholders. Only shareholders of record at the close of business on March 4, 20196, 2020 are entitled to receive notice of, and to vote at, the annual meeting or any adjournment or postponement thereof. If you do not attend the annual meeting, you may vote your shares via the internet or by telephone, as instructed in the Notice of Electronic Availability of Proxy Materials, or if you received your proxy materials by mail, you may also vote by mail.

Submitting your proxy does not affect your right to vote in person if you attend the annual meeting. Therefore, we urge you to submit your proxy as soon as possible, regardless of whether or not you expect to attend the annual meeting. You may revoke your proxy at any time before its exercise by (i) delivering written notice of revocation to our Corporate Secretary, David L. Green, at 3550 Lenox Road, Suite 3000, Atlanta, Georgia 30326, (ii) submitting to us a duly executed proxy card bearing a later date, (iii) voting via the internet or by telephone at a later date, or (iv) appearing at the annual meeting and voting in person; provided, however, that no such revocation under clause (i) or (ii) shall be effective until written notice of revocation or a later dated proxy card is received by the Corporate Secretary at or before the annual meeting, and no such revocation under clause (iii) shall be effective unless received on or before 11:59 p.m., Eastern Daylight Time, on April 24, 2019.28, 2020.

When you submit your proxy, you authorize Jeffrey S. Sloan and David L. Green, or either one of them, each with full power of substitution, to vote your shares at the annual meeting in accordance with your instructions or, if no instructions are given, for the election of the director nominees; for the approval, on an advisory basis, of the compensation of our named executive officers; for the amendment to our articles of incorporation; and for the ratification of the reappointment of Deloitte as the Company’s independent public accounting firm. The proxies, in their discretion, are further authorized to vote on any adjournments or postponements of the annual meeting, for the election of one or more persons to the board of directors if any of the nominees becomes unable to serve or for good cause will not serve, on matters which the board does not know a reasonable time before making the proxy solicitations will be presented at the annual meeting, or any other matters which may properly come before the annual meeting and any postponements or adjournments thereto.

Table of Contents

Proxy Statement Summary

This summaryWe provide below highlights of certain information contained elsewhere in this Proxy Statement. As it is only a summary, please refer to the complete proxy statement but does not contain all of the informationand 2019 Annual Report before you should consider before voting your shares. For complete information regarding the 2019vote.

2020 Annual Meeting of Shareholders which we refer to as the “annual meeting,” the proposals to be voted on at the annual meeting, and our performance during the year ended December 31, 2018, please review the entire proxy statement and our 2018 Annual Report on Form10-K, or the Annual Report on Form10-K. In this proxy statement, the “Company,” “we,” “our” and “us” refer to Global Payments Inc. and its consolidated subsidiaries, unless the context requires otherwise.

Information About Our 2019 Annual Meeting

Proposals and Voting Recommendations

Recent Developments

On September 18, 2019, we consummated our merger with Total System Services, Inc., or TSYS, pursuant to which TSYS merged with and into Global Payments, with Global Payments as the surviving company. The merger positions us as a leading pure play payments technology company providing innovative payments and software solutions to approximately 3.5 million merchant locations and over 1,300 financial institutions across more than 100 countries throughout North America, Europe, Asia Pacific and Latin America.

Business and Strategy

We are a leading worldwide provider of payment technology and software solutions delivering innovative services to our customers globally. Our technologies, services and employee expertise enable us to provide a broad range of solutions that allow our customers to accept various payment types and operate their businesses more efficiently. We distribute our services across a variety of channels in 32 countries throughout North America, Europe, the Asia-Pacific region and Brazil and operate in three reportable segments: North America, Europe and Asia-Pacific.

Our payment technology solutions are similar around the world in that we enable our customers to accept card, electronic, check and digital-based payments. We offer high touch services that provide our customers with reliable and secure payment solutions coupled with high quality and responsive support services.

We seek to leverage the adoption of, and transition to, card, electronic and digital-based payments by expanding our share in our existing markets through our distribution channels and service innovation, as well as through acquisitions to improve our offerings and scale. We also seek to enter new markets through acquisitions, alliances and joint ventures around the world. We intend to continue to invest in and leverage our technology infrastructure and our people to increase our penetration in existing markets.

The key tenets of our strategy include the following:

GLOBAL PAYMENTS INC. |2019 Proxy Statement– 1

Our board and its committees provide support and oversight to management in the operation of our business and strategy, as further described in this proxy.

20182019 Performance Highlights

We experienced strong business and financial performance around the world during the year ended December 31, 2018.2019. Highlights related to our financial condition and results of operations as of December 31, 20182019 and for the year then ended include the following:

The following graph compares the cumulative shareholder returns of $100 invested in theTotal Shareholder Return vs. S&P 500 Index, ourIndex/Peer Company and the average of our performance peer group from January 1, 2014 through December 31, 2018, assuming reinvestment of dividends.Average

The graph excludes peer group performance for PayPal, Inc. and First Data Corp., because these companies were not publicly traded for the full period presented above.

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Board and Corporate Governance Highlights (Page 19)

We have adopted leading governance practices that establish strong independent leadership in our boardroom and provide our shareholders with meaningful rights. Highlights

Corporate governance highlights include:

The board has taken a thoughtful and deliberate approach to board composition to ensure that our directors have backgrounds that collectively add significant value to the strategic decisions made by the Company and enable them to provide oversight of management to ensure accountability to our shareholders. In connection with the merger with TSYS, we increased the size of our board to twelve directors, six of whom were individuals designated by Global Payments, consisting of five independent directors of Global Payments and our Chief Executive Officer, and the remaining six designated by TSYS, consisting of five independent directors and TSYS’ former Chief Executive Officer. The newly constituted board includes five members who are diverse in gender and/or ethnicity.

The composition of our board consists of:

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The board has identified the following key qualifications and experience that are important to be represented on the board as a whole in light of our current business strategy and expected needs. The charts below indicate how these qualifications are represented on our board based on information provided by our directors.board. Information regarding each director’s skills and qualifications can be found within their individual biographies on pages14-18. 15-20.

indicates board representation of the qualification

Shareholder Outreach

We believe in providing transparent and timely information to our investors. Our senior management, including our Chief Executive Officer, President and Chief Operating Offer, and Chief Financial Officer, routinely provide information to and receive feedback from our investors in a wide variety of formats, including in our quarterly SEC filings, quarterly earnings conference calls, our Annual Report and proxy statement, regular investor conferences and roadshows, and meetings with individual investors. We have a staff of professionals in our Investor Relations department who are dedicated full time to respond to questions from shareholders and other investors about the Company and its performance.

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Shareholder2019 Outreach (Page 27)

We believe in providing transparent and timely information to our investors. Each year we routinely engage shareholders and analysts in various forums, which may include industry conferences, road-shows, meetings at our offices or at our shareholders’ offices, conference calls and investor day events. Throughout the year,During 2019, we held meetings with many of our top institutional investors. In our meetings,investors, during which we discussed a variety of topics that are important to investors, including industry trends, corporateenvironmental, social and governance, or ESG, matters, Company performance and operations, and short and long-term strategic direction. We hosted

In 2019, we also conducted an expansive shareholder outreach program to gauge support for our 2018 investor day on March 1, 2018, which provided an opportunity forexecutive compensation practices and corporate governance policies and to respond to shareholder input. Accordingly, our management, together with the Chairman of our Compensation Committee, engaged with twenty of our top twenty-four shareholders, including both active and analysts to hear directly from managementpassive investors, representing approximately 65% of our total shares outstanding, on the Company’s long-termexecutive compensation program. The feedback we received from shareholders regarding our executive compensation program was positive, and the vast majority of shareholders voted in favor of our program. After evaluating the outcome of the 2019 advisory vote, shareholder feedback and input from our independent compensation consultant, the Compensation Committee determined that our executive compensation programs are aligned with our compensation philosophy and the Company strategy and ask questionsdecided not to make any material changes to the structure or principles of the management team. In 2018,program. Importantly, the general shareholder feedback we again engaged directly acrossreceived indicated that our investors did not have significant issues with either our executive compensation program or the spectrumcompensation mix of our active shareholder base on the Company’s performance, operations and strategic direction.Chief Executive Officer or any of our other officers.

Recent Corporate Governance Developments

As a result of engaging with our shareholders and keeping abreast of leading practices, we have taken actions with respect to corporate governance matters, including the following:

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Environmental Sustainability

We are committed to having a positive impact in the markets we serve and communities in which our employees live and work. In 2019, we issued our Global Responsibility Report, which details our recent achievements and initiatives to drive positive change across four pillars, Culture and Values, Environmental Sustainability, Community Impact and Corporate Responsibility. Our Global Responsibility Report (which is not incorporated into this proxy access provisionsstatement) can be found in the Investor Relations section of our bylaws.website athttps://investors.globalpaymentsinc.com. The following are some highlights of our environmental sustainability program:

In addition2019, we took the following actions with respect to the above initiatives, we augmented the existingour diversity and inclusion componentspractices:

In addition, we believe it is important that the makeup of our talent management programboard reflects our commitment to ensure that diversity and inclusion is integrated into every aspectand are proud that five of the twelve members of our programs including talent acquisition, performance management, leadership training and development, and succession planning.

board are diverse in gender or ethnicity. We will continue to measure our progress to ensure our initiatives and programs continue to support our diversity and inclusion goals.

Compensation Philosophy (Page 36)

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Core Compensation Components

Core Component

Objective/Objective Features

Page

Base Salary

Base salaries are intended to provide compensation consistent with our named executive officers’, or NEOs, responsibilities, experience and performance in relation to the marketplace.

44

40

Annual Cash Incentives

Our annual performance plan rewards short-term Company performance, while aligning the interests of our NEOs with those of our shareholders. For 2018,2019, awards under our annual performance plan were determined based on specified goals for adjusted EPS, adjusted net revenue plus network fees and adjusted operating margin which arenon-GAAP financial measures and are described on Appendix A to this proxy statement.

44

40

Performance Units

Performance units are performance-based restricted stock units that, after a three-yearthree- year performance period, may convert into a number of unrestricted shares depending on the average of the growth of our annual adjusted EPS for each of the three years in the performance period.   In 2018, the Compensation Committee modified the performance units’ structure to enhance the alignment between executive rewards and long-term gains for the Company and its shareholders by tying the achievement of the NEOs’ compensation to both business objectives and shareholder return. Under the new design, performancePerformance units are earned based on an achievement of an annual adjusted EPS growth target, as modified by the Company’s total shareholder return performance rank relative to the S&P 500 index over the three yearthree-year performance period.

47   43

Stock Options

Stock options vest in equal installments on each of the first three anniversaries of the grant date. Stock options are intended to provide a strong incentive for creation of long-term shareholder value, as stock options may be exercised for a profit only to the extent the price of our stock appreciates after the grant date.

48   45

Restricted Stock

Restricted stock granted as part of our annual compensation program vestvests in equal installments on each of the first three anniversaries of the grant date. Time-based restricted stock provides a retentive element to our compensation program, while tying the value of the award to the performance of our stock.

48

45

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Director Nominees (Page 14)

Name

Tenure (Years)

Principal Occupation

Non- Employee

Audit CommitteeTenure

CompensationPrincipal Occupation

Non- Employee

Audit Committee

Governance and NominatingCompensation Committee

RiskGovernance Oversightand Nominating Committee

Technology Committee

Mitchell L. Hollin M. Troy Woods

3

6 Months

Managing Partner, LLR Management, L.P. Chairman of the Board

Yes

Kriss Cloninger III

6 Months

Former President, Aflac Inc.

Yes

Jeffrey S. Sloan

6 Years

Chief Executive Officer, Global Payments Inc.

No

F. Thaddeus Arroyo

6 Months

Chief Executive Officer, AT&T Consumer

Yes

Robert H.B. Baldwin, Jr.

4 Years

Former Vice Chairman, Heartland Payment Systems, Inc.

Yes

John G. Bruno

6 Years

Chief Operating Officer, Aon, plc

Yes

Ruth Ann Marshall*

William I Jacobs

19 Years

Chairman and Interim CEO of Green Dot Corp.

Yes

12

Joia M. Johnson

6 Months

Chief Administrative Officer, Hanesbrands Inc.

Yes

Ruth Ann Marshall

14 Years

Former President of Americas, MasterCard International

Yes

Former President – Americas, Master Card

Connie D. McDaniel

6 Months

Director, Virtus Mutual Fund Family

Yes

Yes

William B. Plummer

3 Years

Former Executive Vice President & Chief Financial Officer, United Rentals Inc.

Yes

John T. Turner

6 Months

Chairman of the Board, W.C. Bradley Co.

Yes

Named Executive Officers (page 37)

Beginning on page 37,52, we provide specific data about the compensation of our NEOs as defined by rules promulgated by the Securities and Exchange Commission, or the SEC, for 2018.2019. Our NEOs for the year ended December 31, 20182019 were:

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Questions and Answers About Our Annual Meeting and this Proxy Statement

1. Why did I receive these materials?

This proxy statement is being furnished to solicit proxies on behalf of the board of directors of our Company for use at the 20192020 annual meeting of shareholders and at any adjournments or postponements thereof. The annual meeting will be held at our offices at 3550 Lenox Road, Atlanta, Georgia, 30326 on Thursday,Wednesday, April 25, 201929, 2020 at 9:30 a.m., Eastern Daylight Time.

2. What am I voting on and how does the board of directors recommend that I vote?

Our board of directors recommends that you voteFOR each of the following threefour proposals scheduled to be voted on at the meeting:

3. Could other matters be decided at the annual meeting?

Yes. The shareholders may transact any other business that may properly come before the annual meeting or any adjournments or postponements thereof. If any other matter properly comes before the meeting and you have submitted your proxy, the proxy holders will vote as recommended by the board or, if no recommendation is made, in their own discretion.

4. Why did I receive a mailed notice of internet availability of proxy materials instead of a full set of proxy materials?

As permitted by the SEC, we are making this proxy statement and our Annual Report on Form10-K available to our shareholders electronically via the internet. The notice contains instructions on how to access this proxy statement and our Annual Report on Form10-K and how to vote online or submit your proxy over the internet or by telephone. You will not receive a printed copy of the proxy materials in the mail unless you request one, which you may do by following the instructions contained in the notice. We encourage you to take advantage of the electronic availability of proxy materials to help reduce the cost and environmental impact of the annual meeting.

5. How do I vote?

If you received a notice of electronic availability, that notice provides instructions on how to vote by internet, by telephone or by requesting and returning a paper proxy card. You may submit your proxy voting instructions via the internet or telephone by following the instructions provided in the notice. The internet and telephone voting procedures are designed to authenticate your identity, to allow you to vote your shares, and to confirm that your voting instructions are properly recorded. If your shares are held in the name of a bank or a broker, the availability of internet and telephone voting will depend on the voting processes of the bank or broker. Therefore, we recommend that you follow the instructions on the form you receive. If you received a printed version of the proxy materials by mail, you may vote by following the instructions provided with your proxy materials and on your proxy card.

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6. What if I change my mind after I vote?

Your submission of a proxy via the internet, by telephone or by mail does not affect your right to attend the annual meeting in person. You may revoke your proxy at any time before it is exercised in any of the following ways:

7. Who is entitled to vote?

All shareholders who owned shares of our common stock at the close of business on March 4, 20196, 2020 are entitled to vote at the annual meeting. On that date, there were              157,850,344 shares of common stock issued and outstanding, held by approximately 2,089              shareholders of record. Shareholders are entitled to one vote per share.

8. How many votes must be present to hold the annual meeting?

In order for any business to be conducted, the holders of a majority of the shares entitled to vote at the annual meeting must be present, either in person or by proxy. This is referred to as a “quorum.” Abstentions and brokernon-votes (described below) will be treated as present for purposes of establishing a quorum. If a quorum is not present, the annual meeting may be adjourned by the holders of a majority of the shares represented at the annual meeting. The annual meeting may be rescheduled at the time of the adjournment with no further notice of the reconvened meeting if the date, time and place of the reconvened meeting are announced at the adjourned meeting before its adjournment; provided, however, that if a new record date is or must be fixed, notice of the reconvened meeting must be given to the shareholders of record as of the new record date. An adjournment will have no effect on the business to be conducted at the meeting.

9. What are the voting standards for the proposals?

EachProposal 1: Election of directors.    Election of the three scheduled proposals must be approved12 directors nominated by our board requires the affirmative vote of a majority of the votes cast. ThisThat means that athis proposal is approved if the number of shares voted “for” the proposal exceeds the number of shares voted “against” the proposal.

Proposal 2:Say-on-pay.    Approval, on an advisory basis, of the compensation of the NEOs for 2019 requires the affirmative vote of a majority of the votes cast. That means that this proposal is approved if the number of shares voted “for” the proposal exceeds the number of shares voted “against” the proposal.

Proposal 3: Elimination of supermajority voting requirements.    Approval of the amendments to our Articles of Incorporation to eliminate the supermajority voting requirements requires the affirmative vote of holders of a majority of our issued and outstanding shares of common stock as of March 6, 2020.

Proposal 4: Independent public accounting firm.    Approval of the ratification of the reappointment of Deloitte as our independent public accounting firm for the year ending December 31, 2020 requires the affirmative vote of a majority of the votes cast. That means that this proposal is approved if the number of shares voted “for” the proposal exceeds the number of shares voted “against” the proposal.

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10. What is the difference between a “shareholder of record” and a “beneficial owner of shares held in street name?”

Shareholders of record.    If your shares are registered directly in your name with our transfer agent, Computershare, you are the shareholder of record with respect to those shares, and we sent the notice of electronic availability directly to you. If you request copies of the proxy materials by mail, you will receive a proxy card.

Beneficial owners of shares held in street name.    If your shares are held in an account at a brokerage firm, bank, broker-dealer or other similar organization, then you are the beneficial owner of shares held in “street name,” and the notice of electronic availability was forwarded to you by that organization. The organization holding your account is considered the shareholder of record for purposes of voting at the annual meeting. As a beneficial owner, you have the right to direct that organization on how to vote the shares held in your account. If you request copies of the proxy materials by mail, you will receive a voting instruction form.

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14. May I propose actions for consideration at next year’s annual shareholder meeting?

Proposals for Inclusion in Next Year’s Proxy Statement (Rule14a-8):    SEC rules permit shareholders to submit proposals for inclusion in our proxy statement if the shareholder and the proposal meet the requirements specified in Rule14a-8 of the Securities Exchange Act of 1934, or the Exchange Act. Proposals submitted in accordance with Rule14a-8 for inclusion in our proxy statement for the 20202021 annual shareholder meeting must be received by our Corporate Secretary no earlier than                     October 15, 2019, 2020 and no later than                     November 14, 2019,, 2020, which is 120 days before the one year anniversary of the mailing of this proxy statement.

Director Nominees for Inclusion in Next Year’s Proxy Statement (Proxy Access)::    Our bylaws permit a shareholder (or a group of no more than 20 shareholders) owning 3% or more of our common stock continuously for at least three years to nominate up to an aggregate limit of two candidates or 20% of our board (whichever is greater) for inclusion in our proxy statement. Notice of such nominees must be received no earlier than                     October 15, 2019, 2020 and no later than close of business on                     November 14, 2019., 2020.

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Proposal One: Election of Directors

2020 Nominees for Director

Our board of directors, upon the recommendation of the Governance and Nominating Committee, has nominated directors Mitchell L. Hollin and Ruth Ann Marshall, each a Class I director, to be elected to serve until the 2022 annual meeting of shareholders and until their successors are duly elected and qualified.individuals identified on the following pages for election as directors. Each nominee has agreed to serve asis currently a director if elected.of Global Payments. The board believes that the qualifications and experience of the director nominees, as described below, will continue to contribute to an effective and well-functioning board. For information on the factors the board considers when evaluating candidates for nomination, see “Board and Corporate Governance — Board Membership Criteria” on page 20.22.

OurIf elected, each nominee will continue to serve as a director until the Company’s 2021 Annual Meeting of Shareholders or until his or her successor is duly elected and qualified or he or she resigns or is otherwise removed. Each nominee has agreed to serve as a director if elected.

In connection with our merger with TSYS, we amended our bylaws to provide that until the 2022 annual meeting of shareholders, the number of directors that comprises the entire board of directors currently consistswill be twelve, unless changed by the affirmative vote of nine members who are divided into three classes, withat least 75% of the term of office of each class ending in successive years. Each class of directors serves staggered three-year terms. Ofboard. Until the Class I directors, the board has determined to nominate only Mr. Hollin and Ms. Marshall for re-election at the 20192022 annual meeting of shareholders. Atshareholders, no vacancy on the annual meeting, proxies cannotboard created by the resignation, retirement, disqualification, removal from office or death of a director will be voted forfilled by the board, and the board will not nominate any individual to fill such vacancy, unless, in the case of a greater numbervacancy created by a continuing Global Payments director, not less than a majority of individualsthe continuing Global Payments directors then in office have approved the appointment or nomination (as applicable) to fill such vacancy and, in the case of a vacancy created by a continuing TSYS director, not less than a majority of the two nominees namedcontinuing TSYS directors then in this proxy statement.office have approved the appointment or nomination (as applicable) to fill such vacancy.

Election Process

The Company has a majority voting standard to elect directors in uncontested elections of directors, such as this election. Under the majority voting standard, if the votes cast “against” a director exceed thenominee must receive a greater number of votes cast “for” the“FOR” than “AGAINST” his or her election. If an uncontested nominee who is already a director thereceives more “AGAINST” votes than “FOR” votes, that director is not elected. Under Georgia law, to ensure that a board’s power to act continues uninterrupted, the failure to receive the required number of votes forre-election would not automatically result in a vacancy. Instead, the director who failed to receive the required number of votes wouldwill continue to serve as a “holdover director, until his or her successor” but is elected and qualified or until his or her earlier resignation, retirement, disqualification, removal from office, or death. Such a director is referredrequired to as a “holdover” director. If one of the Company’s directors fails to receive the required number of votes for reelection, the Company’s Corporate Governance Guidelines require the director to promptly tender his or her written resignation to the board following certification of the shareholder vote.board. If the tendered resignation does not expressly require acceptance by the board, the resignation will become effective immediately, or onupon the date set forth in the resignation, and there will be a vacancy on the board upon the effective date of the resignation. If the tendered resignation specifies that it is not effective until accepted by the board, the board has the discretion to accept or reject the resignation. In such a case, the Governance and Nominating Committee will promptly consider the tendered resignation and based on any factors deemed relevant by the members of the Governance and Nominating Committee, recommend to the board whether to accept or reject the tendered resignation.

In considering the Governance and Nominating Committee’s recommendation, the board may consider any factors deemed relevant by the members of the board. If the board does not accept the resignation, the director will continue to serve until his or her successor is elected and qualified or until his or her earlier resignation, retirement, disqualification, removal from office, or death. The Company will publicly disclose the board’s decision within 90 days from the date of the certification of the election results. To the extent that one or more directors’ resignations are accepted by the board, the Governance and Nominating Committee will recommend to the board whether to fill such vacancy or vacancies or to reduce the size of the board.

The composition of our board of directors is currently as follows:

Other Directors

Biographical information with respect to our other directors is set forth below:Director Nominee Biographies

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GLOBAL PAYMENTS INC. |2020 Proxy Statement– 19

There is no family relationship between any of our NEOs or directors. ThereOther than as described below, there are no arrangements or understandings between any of our directors and any other person pursuant to which any of them was elected as a director, other than arrangements or understandings with the directors solely in their capacities as such.

1820 – GLOBAL PAYMENTS INC. | 20192020 Proxy Statement

Board and Corporate Governance

Board Leadership

OurThe board of directors is chaired by Mr. Jacobs, one of our independent directors. Our board believes that Mr. Jacobs’ service as Chairman enhances the independent oversight of management, while continuing to provide the decisive leadership necessary for an effective Chairman. From his18-year tenure asdoes not have a member of our board and16-year tenure as either Chairman of the board or lead director, Mr. Jacobs has acquired a deep knowledge of our history and culture as well as the issues, opportunities and challenges facing our business. As a result, our board believes that Mr. Jacobs is well-positioned to ensure that the board’s time and attention is focused on the most critical matters. Our Corporate Governance Guidelines do not express a formal policy on whether the same personroles of Chairperson and Chief Executive Officer should serve asbe separate or combined. The Company’s Corporate Governance Guidelines provide that if the Chairperson of the board is not an independent director, then the board shall appoint a lead director, who shall be an independent director. If the Chairperson is an independent director, the board may appoint a lead independent director.

In connection with the merger with TSYS, Mr. Woods was appointed Chairman of the board and the Chief Executive Officer. Although our ChairmanMr. Cloninger was appointed Lead Independent Director of the board is an independent director, if inboard. Until the future anon-independent director serves as Chairman2022 annual meeting of shareholders, Mr. Woods and Mr. Cloninger may not be removed from their respective positions without the affirmative vote of at least 75% of the board, the board will appoint a lead director to fulfill many of the responsibilities of the Chairman listed below.board.

ChairmanChairperson of the Board Duties

Lead Independent Director Duties

Board Independence

At least a majority of our directors, and all of the members of our Audit Committee, Compensation Committee and Governance and Nominating Committee, must be “independent” based on the listing standards of the New York Stock Exchange, or the NYSE. Each year, our board of directors reviews the independence of our directors and considers, among other things, relationships and transactions during the past three years between each director or any member of his or her immediate family, on the one hand, and our Company and our subsidiaries and affiliates, on the other hand.

The purpose of the review is to determine whether any such relationships or transactions were inconsistent with a determination that the director is independent as defined under the NYSE listing standards.

The NYSE listing standards provide that to qualify as an “independent” director, in addition to satisfying certain bright-line criteria, our board of directors must affirmatively determine that a director has no material relationship with our Company (either directly or as a partner, shareholder or officer of an organization that has a relationship with our Company). Additional independence requirements established by the SEC and the NYSE apply to members of the Audit Committee and the Compensation Committee.

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Using these standards for determining the independence of its members, the board determined that the following directors are independent:

In addition, each member of the Audit Committee, the Compensation Committee and the Governance and Nominating Committee is independent.

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The board has identified the following key qualifications and experience that are important to be represented on our board as a whole in light of our current business strategy and expected needs. The charts below indicate how these qualifications are represented on our board based on information provided by our directors. Information regarding each director’s skills and qualifications can be found within their individual biographies on pages14-18. 15-20.

indicates board representation of the qualification

Board Refreshment

We periodically review our board’s composition to ensure that we continue to have the right mix of skills, background and tenure. The board currently believes that an appropriate size is seven to twelve members, allowing, however, for changing circumstances that may warrant a higher or a lower number. The Governance and Nominating Committee considers director candidates suggested by members of the committee, other directors, shareholders and management, and has engaged the services of third party firms to assist in identifying and evaluating director candidates.

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As a result of healthy refreshment over recent years and the Company’s merger with TSYS, which was completed in September 2019, as of the date of this proxy statement, 50%73% of ournon-employee board members have joined the board in the last five years, and 38%approximately 64% joined the board in the last three years. In addition, 42% of the board is diverse in gender and/or ethnicity. The background and skills of these directors contribute meaningfully to the Company’s strategy for future growth and long-term value creation.

In addition, we amended ourOur bylaws in May 2017 to permit a shareholder (or a group of up to 20 shareholders) who has owned at least 3% of our stock continuously for at least three years to submit director nominees for the greater of two individuals or 20% of the board for inclusion in our proxy statement if the shareholder(s) and nominee(s) meet the requirements of the bylaws.

The board also believes that directors develop an understanding of the Company and an ability to work effectively as a group over time that provides substantial value, and therefore a significant degree of continuity year-over-year is beneficial to shareholders and generally should be expected.

The current tenure, independence and diversity composition of our board is as follows:

Board and Committee Membership — Director Attendance at Meetings

Our full board of directors met five times during 2018. All2019. Each of our directors attended at least 75% of the meetings of the board, during 2018, including meetings of the committees of which they were members.he or she served, in each case while the director was serving on our board of directors or such committees, as applicable, during 2019. Pursuant to our Corporate Governance Guidelines, all of our directors are expected to attend the annual meeting of shareholders, and all of our directors at the time attended the 20182019 annual meeting.

OurIn connection with the merger with TSYS, we amended our bylaws to provide that the board will have four standing committees: an Audit Committee, a Compensation Committee, a Technology Committee, and a Governance and Nominating Committee. Until the 2022 annual meeting of directors has established five standing committees, which includeshareholders, the chairperson of each of the Audit Committee theand Compensation Committee is designated from among Global Payments’ directors on the board prior to the merger, and the chairperson of each of the Technology Committee and Governance and Nominating Committee is designated from among the Risk Oversight Committeedirectors who are former TSYS directors. The bylaws provide that the membership of the committees will be, as practicably as possible, evenly split between Global Payments‘ directors on the board prior to the merger and the Technology Committee, all of whichdirectors who are comprised exclusively ofnon-employee directors. The Audit Committee, the Compensation Committee, and the Governance and Nominating Committee are comprised exclusively of independentnon-employeeformer TSYS directors.

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Our board has adopted written charters for each of thesethe standing committees. Each committee charter and our corporate governance guidelines are available in the investor relationsInvestor Relations section of our website,www.globalpaymentsinc.com. www.globalpaymentsinc.com. The following table summarizes the primary responsibilities of the committees:

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The following table provides information about current committee membership and number of meetings held during 2018:2019:

Board Oversight of Risk Management

Our board of directors views the oversight of risk management as one of its key functions, regularly engaging with management to maintain a risk-aware culture where risk management is deeply and pervasively embedded in all of our activities worldwide. As described more fully below, the board fulfils this responsibility both directly and through its standing committees, each of which assists the board in overseeing a part of the Company’s overall risk management.

The Board’s Role in Risk Oversight

Through its oversight of our enterprise risk management program, our board takes a multi-layered approach to this oversight role. The full board engages directly with management to set high levelhigh-level policy. At least annually, the board discusses with management the appropriate level of risk relative to our strategy and objectives and reviews with management our existing risk management processes and their effectiveness. In addition, the board receives periodic reports on risk management activities from each committee chair while relying on each of its fivefour standing committees to provide morein-depth oversight of specific key risk exposures.

The Board’s Role in Risk Oversight

Our board has delegated to the Risk Oversight Committee the responsibility to directly oversee our enterprise risk management program. Specifically, subject to oversight by the full board of directors, the Risk Oversight Committee is responsibleresponsibilities for overseeing the process for identifying, assessing and managing the key risks our Company faces, receiving recommendations from management with respect to such risks, and making recommendations to the full board of directors. The committee’s responsibilities related to oversight of the enterprise risk management program are process-oriented, meaning the committee takes steps to ensure that an effective process is in place to identify and managecertain key risk exposures develop a risk mitigation plan and ensure proper reporting on compliance with such plan.to its committees as follows:

Under the direction of the Risk Oversight Committee, we

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We have established a management risk committee comprised primarily of executive management that is responsible for identifying, assessing, prioritizing and developing action plans to mitigate key risks. The management risk committee reports to the full board or appropriate board committee periodically and more frequently as needed.

Risk oversight responsibilities related to the substance of each identified key risk exposure, such as the application of the board’s risk tolerance in a particular area, are in some cases carried out by the full board without any delegation to a committee. For example, the full board directly oversees our risk management

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Director Compensation

Ournon-employee director compensation plan is designed to attract, retain and compensate highly-qualified directors by providing them with competitive compensation and an equity interest in our Company to align their interests with those of our shareholders. In lieu ofper-meeting fees, we pay ournon-employee directors annual cash and stock retainers, which are payable in advance on the first business day after each annual meeting of shareholders (prorated for partial periods for new directors). We do not pay additional compensation to directors who are also our employees for their service as a director.

Our Governance and NominatingCompensation Committee periodically reviews ournon-employee director compensation plan and makes recommendations as necessary to our full board of directors. The annual cash and stock retainers we pay ournon-employee directors are as set forth below: