As filed with the Securities and Exchange Commission on March 16, 202019, 2021

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

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GLOBAL PAYMENTS INC.

(Name of Registrant as Specified in Its Charter)

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

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PROXY STATEMENT AND NOTICE OF

20202021 ANNUAL MEETING OF SHAREHOLDERS

April 29, 20202021

3550 Lenox Road

Atlanta, Georgia 30326

(770)829-8000

March 16, 2020

		March 18, 2021

Dear Shareholder:

The board of directors and officers of Global Payments Inc. join meus in extending to you a cordial invitation to attend our 20202021 Annual Meeting of Shareholders. The meeting will be held on Wednesday,Thursday, April 29, 2020,2021, at 9:3000 a.m. Eastern Daylight Time at our offices at 3550 Lenox Road, Atlanta, GA 30326.in the TSYS Riverfront Campus Auditorium, One TSYS Way, Columbus, GA. At the annual meeting, shareholders will be asked to vote on four proposals set forth in the Notice of 20202021 Annual Meeting of Shareholders and the proxy statement following this letter.

We are pleased with our accomplishments in 2020, enabled by the actions we took early in the pandemic. Despite the impact of COVID-19 on the worldwide economy, we continue to make significant progress delivering against our strategic objectives, culminating in the formation of significant and unique distribution relationships with Amazon Web Services, our preferred provider for issuer processing, and with Google, whose cloud platform will power our merchant acquiring business. In addition, our Netspend business has played a critical role in the third quarterdisbursement of 2019,more than $2.5 billion in stimulus funds to those most in need domestically. We also expanded our target addressable market in 2020 in our Business and Consumer segment by entering continental Europe and leveraging our multinational footprint and expanded and extended our partnership with CaixaBank by increasing ownership of our joint venture and executing a new referral agreement through 2040.

These accomplishments would have been meaningful in any year but are especially so given the challenges presented by COVID-19. Our success was driven by our exceptional team members, who continued to demonstrate their commitment to our customers, to each other and to our communities during a challenging period. We are enthusiastic about the future, as 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 acceleratescontinue to advance on 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 pleasedgoals, building upon our competitive advantages to welcome the former shareholders of TSYS tocreate significant long-term value for our company and look forward to engaging with you.shareholders.

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 29.

Sincerely,
Jeffrey S. Sloan		M. Troy Woods
Chief Executive Officer		Chairman of the Board

NOTICE OF 20202021 ANNUAL MEETING OF SHAREHOLDERS

Items of Business

Columbus, GA 31901

To support the health and well-being of our shareholders, employees and communities, the Company will require that attendees comply with important health and safety protocols set forth by the Centers for Disease Control and Prevention and the State of Georgia, including wearing masks and practicing social distancing by maintaining at least a six-foot distance from other attendees. You should not attend if you feel unwell, have been exposed to COVID-19 or are awaiting COVID-19 test results.

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

Record DateVote Right Away

Close of business on March 6, 2020.

On March 16, 2020,18, 2021, we mailed a notice of electronic availability of proxy materials to our shareholders. Only shareholders of record at the close of business on March 6, 20205, 2021 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 personat the annual meeting 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;voting; 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 28, 2020.2021.

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 registered public accounting firm.firm; and against the advisory vote on shareholder proposal regarding shareholder right to act by written consent. 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.

By Order of the Board of Directors,

David L. Green

Senior Executive Vice President, General Counsel and Corporate Secretary

Table of Contents

Proxy Statement Summary

We provide below highlights of certain information in this Proxy Statement. As it is only a summary, please refer to the complete proxy statement and 20192020 Annual Report before you vote.

20202021 Annual Meeting of Shareholders

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 StrategyGoals

We seekOur vision, culture and values all align and provide the critical foundation needed to leverage the adoption of, and transition to, card, electronic and digital-based payments by expandingachieve 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:business goals:

2020 Performance Highlights

Despite the impact the COVID-19 pandemic has had and continues to have on the global economy, our competition, while investingperformance in technology, training2020 exceeded our expectations post the onset of COVID-19 and enhancementshighlights our outstanding execution and the decisive expense actions taken early in the pandemic. We reported continued sequential improvement in the fourth quarter of 2020 despite the impact of a more challenging macroeconomic environment in a number of our markets for much of the period. Looking forward, we believe we remain well-positioned to our service offerings; andcontinue navigating the current environment.

2019 Performance HighlightsProxy Summary

We experienced strong business and financial performance around the world during the year ended December 31, 2019.

Highlights related to our financial condition and results of operations as of December 31, 20192020 and for the year then ended include the following:

Total Shareholder Return vs. S&P 500 Index/Peer Company Average

2 – GLOBAL PAYMENTS INC. |2020 Proxy Statement

Proxy Summary

Recent Corporate Governance Enhancements

In fiscal year 2020 to date, ongoing corporate governance actions and enhancements include:

Diverse and Highly-Skilled Board of Directors

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:

GLOBAL PAYMENTS INC. | 20202021 Proxy Statement  – 3

Proxy Summary

SIGNIFICANT BOARD

REFRESHMENT

6 New Directors Over Past 3 Years

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. Information regarding each director’s skills and qualifications can be found within their individual biographies on pages 15-20.18-23.

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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2019 OutreachProxy Summary

During 2019,

Global Responsibility

Global Payments recognizes its responsibility as a global citizen to operate in a responsible and sustainable manner. We remain focused on managing material ESG factors that support our four pillars of Culture and Values, Environmental Sustainability, Community Impact and Corporate Responsibility. We are committed to supporting the 17 Sustainable Development Goals adopted in the 2030 Agenda for Sustainable Development by the United Nations. These goals most closely align with our vision, our mission and our values. In total, we held meetings with manybelieve our business directly or indirectly impacts 12 of our top institutional investors, duringthe 17 goals.

The Company highlights its ESG initiatives through its annual Global Responsibility Report (which is not incorporated into this proxy statement), which we discussedencourage you to view and is available on our website at https://investors.globalpaymentsinc.com/Global-Responsibility. The following reflects a varietysummary of topics that are important to investors, including industry trends, environmental, social and governance, or ESG, matters, Company performance and operations, and short and long-term strategic direction.

In 2019, we also conducted an expansive shareholder outreach program to gauge support for our executive compensation practices and corporate governancethese 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 passive investors, representing approximately 65% of our total shares outstanding, on the Company’s executive 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 decided not to make any material changes to the structure or principles of the program. Importantly, the general shareholder feedback we received indicated that our investors did not have significant issues with either our executive compensation program or the compensation mix of our Chief Executive Officer or any of our other officers.initiatives.

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:

GLOBAL PAYMENTS INC. | 20202021 Proxy Statement  – 5

Proxy Summary

ESG Governance

Our Governance and Nominating Committee and our board have historically overseen the Company’s ESG efforts, including the publication of our second Global Responsibility Report in 2020. In early 2021, we formally delegated oversight of ESG matters to the Governance and Nominating Committee, which is reflected in the committee’s charter. The committee and our board will continue to take an active role in the continued evolution of Global Payments’ ESG strategy, policies, programs and public reporting. Our ESG Steering Committee, a cross-functional management committee of the Company, reports to the Governance and Nominating Committee on ESG matters. In addition, the ESG Steering Committee serves as a central coordinating body facilitating our ESG strategy and reporting efforts.

COVID-19 Pandemic Response

As we navigate the COVID-19 pandemic, our top priority has been the health and safety of our team members and the well-being of our customers, partners and the communities in which we live and work. Global Payments has implemented many important initiatives as a result of the current environment.

☑Formed an Incident Management Team (IMT) in early 2020 to manage our response to the pandemic; the IMT meets regularly with our executive management team and provides continuing updates to our board.

☑Taking Care of Our Team Members: At the onset of the pandemic, we immediately enabled and encouraged as many of our team members as possible to work from home, and we have continued to do so. For those team members returning to our offices, we have followed and often exceeded recommended guidelines, including by implementing appropriate social distancing practices, making hand sanitizers and masks widely available, requiring the wearing of masks in common areas and increasing the frequency of cleaning of key areas. We have also made at home testing available to our team members where possible.

☑Helping our Customers: Global Payments has provided economic relief in a variety of forms, such as waiving or reducing certain fees, granting extended or free trial periods for solutions, facilitating access to Paycheck Protection Program loans and enabling customers to shift their business online.

☑Supporting the Communities in which We Live and Work: We launched an employee matching gift program to encourage and empower team members to actively support their local communities during this crucial time. As part of that effort, we are matching U.S. team member donations dollar for dollar when giving to the following COVID-19 response organizations: American Red Cross, United Way Pandemic Relief Fund and The Care Foundation. In addition, we are directly supporting several restaurant economic relief organizations.

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Proxy Summary

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 ourOur Global Responsibility Report which details our recent achievements and initiatives to drive positive change across our four pillars of Culture and Values, Environmental Sustainability, Community Impact and Corporate Responsibility. Our Global Responsibility Report (which is not incorporated into this proxy statement) can be found in the Investor Relations section of our website athttps://investors.globalpaymentsinc.com.

The following are some highlights of our environmental sustainability program:

Focusing on the Environment:

		Reducing Facility Footprint At the time of the merger with TSYS, we had a combined 198 office locations globally. As part of the merger integration, we have closed over 50 offices to date (with additional closures to come) and, given the success of work-from-home arrangements during the COVID-19 pandemic, we intend to implement a “Future of Work” program globally, which will further reduce our physical footprint, while also reducing commuting and our carbon footprint.
		Reducing Energy Usage:Usage   We are committed to enhancing energy efficiency across our facilities, including supporting renewable energy initiatives. It is our practice to procure new space in LEED or other green certified properties where possible.
		Managing Waste:Waste   We have implemented recycling initiatives to limit what we send to landfills and have a formal destruction of data policy to minimize e-waste. In all of our larger offices, our physical recycling policies extend to plastics and glass, and we are in the process of implementing a no Styrofoam initiative globally.
		Data Space InitiatiesInitiatives   In the U.S., we are actively working to consolidate our data space footprint and are committed to evaluating the environmental impact and green efforts of the facilities where we lease storage capacity. Our largest data centers, which account for the majority of our domestic storage, have a number of green initiatives in place, including renewable power systems and rainwater harvesting and reclamation programs. We are also looking for new and innovative ways to reduce the impact our data has on the environment, which we are increasingly accomplishing through our move to the cloud.
		Providing Alternative Transportation:Transportation   As part of our effort to reduce our carbon footprint, all of our U.S. and a majority of our international offices are located close to public transit. We have electric vehicle charging stations within the grounds of our Columbus campus, our largest owned facility. In addition, many of our other facilities, including the leased co-headquarters in Atlanta, have access to charging stations.

GLOBAL PAYMENTS INC. |2021 Proxy Statement– 7

Proxy Summary

DiversityInclusion and InclusionDiversity

Our Company has always prided itself on inclusiveness and embraces the diversity of its employees in all of our geographic regions. We currently do business in over 100 countries in North America, Europe, the Asia-Pacific region and Latin America, with employees living and working in 38 different countries. Our approximately 24,000-employee workforce represents approximately 80 nationalities and 16 natively spoken languages, with approximately 68% residing in the Americas, 12.5% residing in Europe and 19.5% residing in Asia Pacific. We believe that our business is strengthened by a diverse workforce that reflects the communities in which we operate.

In 2018 and continuing in 2019,Today, we builtcontinue to build on our strong history of inclusion and diversity initiatives, including with the progress made through our Inclusion and inclusion by formally launching a diversity and inclusion initiative, which included establishing a Diversity and Inclusion Advisory Council chaired by our President and Chief Operating Officer and consistingOfficer. The council consists of a representative group of our employees.employees worldwide who provide insight and input on our inclusion and diversity initiatives, including our strategy to increase representation of women and minorities at leadership levels in the Company. As part of this initiative, we becameare a signatory to the CEO Action for Diversity and Inclusion^™, which is the largestCEO-driven business commitment to advance diversityinclusion and inclusiondiversity in the workplace.

Our Chief Human Resources Officer reports to our board twice a year on our initiatives and progress on our inclusion and diversity practices. We have recently completed our first three-year inclusion and diversity roadmap and our new three-year roadmap is designed to transition from unconscious bias to conscious inclusion of diversity and diverse perspectives by focusing on our workforce, the workplace and our communities.

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Proxy Summary

In addition, we believe it is important that the makeup of our board reflects our commitment to diversityinclusion and inclusiondiversity and are proud that five of the twelve members of our board are diverse in gender and/or ethnicity. We will continue to measure our progress to ensure our initiatives and programs continue to support our inclusion and diversity goals.

Shareholder Outreach

We believe in providing transparent and inclusion goals.timely information to our investors. Our senior management, including our Chief Executive Officer, President and Chief Operating Officer, 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, Annual Report and proxy statement, regular investor conferences and roadshows, and meetings with individual investors. We have a team 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.

2020 Outreach and Engagement

We value shareholder engagement and feedback as we strive to deliver strong financial performance and sustained value creation for our investors. What we learn through our ongoing engagements is regularly shared with our board and incorporated into our disclosures, plans and practices, as appropriate.

Compensation Philosophy

GLOBAL PAYMENTS INC. | 20202021 Proxy Statement  – 79

Proxy Summary

Core Compensation Components

20192020 Compensation Highlights

The following charts show the mix of total target compensation in 2019 (reflecting the new compensation targets for base salary and short-term cash incentive set upon completion of the merger with TSYS)2020 for our Chief Executive Officer and the average of the other NEOs, as well as the portion of compensation that is subject to forfeiture (“at risk”) or performance-based.

810 – GLOBAL PAYMENTS INC. | 20202021 Proxy Statement

Proxy Summary

2021 Director Nominees

    Chair          Member

GLOBAL PAYMENTS INC. |2021 Proxy Statement– 11

Proxy Summary

Named Executive Officers

Beginning on page 52,54, 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 2019.2020. Our NEOs for the year ended December 31, 20192020 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 20202021 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 Wednesday,Thursday, April 29, 20202021 at 9:3000 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 four proposals scheduled to be voted on at the meeting:1, 2 and 3, and AGAINST proposal 4:

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.meeting. 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 6, 20205, 2021 are entitled to vote at the annual meeting. On that date, there were 300,128,486295,090,508 shares of common stock issued and outstanding, held by approximately 13,94213,449 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,represented 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?

Proposal 1: Election of directors.    Election of the 12 directors nominated by our board requires the affirmative vote of a majority ofThe following table provides information about the votes cast. Thatneeded to approve each proposal. A “majority of votes cast” means that this proposal is approved if the number of shares voted “for”“FOR” the proposal exceeds the number of shares voted “against”“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.

GLOBAL PAYMENTS INC. |2020 Proxy Statement– 11

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.

11. What happens if I do not return a proxy or do not give specific voting instructions?

Shareholders of record.    If you are a shareholder of record and you do not vote via the internet, by telephone or by mail, your shares will not be voted unless you attend the annual meeting to vote them in person.vote. If you are a shareholder of record and you sign and return a proxy card without giving specific voting instructions, then your shares will be voted in the manner recommended by the board of directors on all matters presented in this proxy statement and as the proxy holders may determine in their discretion with respect to any other matters properly presented for a vote at the annual meeting.

Beneficial owners of shares held in street name.    If you hold your shares in street name and do not provide voting instructions to your broker, your broker will have the discretionary authority to vote your shares only on proposals that are considered “routine.” The only proposal at the annual meeting that is considered routine is the ratification of the reappointment of our independent registered public accounting firm. All of the other proposals are considered“non-routine,” which means that your broker will not have the discretionary authority to vote your shares with respect to such proposals. Shares for which you do not provide voting instructions and a broker lacks discretionary voting authority are referred to as “brokernon-votes.” Brokernon-votes are counted as present for the purpose of establishing a quorum, but whether they are counted for purpose of voting on proposals depends on the voting standard for the particular proposal.

Abstentions andbroker non-votes will have the same effect as a vote “against” the proposal to amend the Articles of Incorporation and will have no effect onnot affect the outcome of the vote tore-elect directors, approve the advisory vote on the compensation of the NEOs or ratify the appointment of Deloitte.any proposal.

12. What should I do if I receive more than one proxy or voting instruction card?

Shareholders may receive more than one set of voting materials, including multiple copies of the notice of electronic availability, these proxy materials and proxy cards or voting instruction cards. For example, shareholders who hold shares in more than one brokerage account may receive separate notices for each brokerage account in which shares are held. Shareholders of record whose shares are registered in more than one name will also receive more than one notice. You should vote in accordance with all of the notices you receive to ensure that all of your shares are counted.

13. Who pays the cost of proxy solicitation?

The cost of soliciting proxies will be borne by us. However, shareholders voting electronically (via phone or the internet) should understand that there may be costs associated with electronic access, such as usage charges from internet service providers or telephone companies. In addition to solicitation of shareholders of record by mail, telephone or personal contact, arrangements will be made with brokerage houses to furnish proxy materials to their principals, and we may reimburse them for mailing expenses. Custodians and fiduciaries will be supplied with proxy materials to forward to beneficial owners of common stock.

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Other Business Proposals/Director Nominees:    Our bylaws also set forth the procedures that a shareholder must follow to nominate a candidate for election as a director or to propose other business for consideration at shareholder meetings, in each case, not submitted for inclusion in next year’s proxy statement (either under proxy access or Rule14a-8), but instead to be presented directly at shareholder meetings. In each case, director nominations or proposals for other business for consideration at the 20212022 annual shareholder meeting submitted under these bylaw provisions must be received by our Corporate Secretary between October 17, 202019, 2021 and November 16, 2020.18, 2021. Special notice provisions apply under the bylaws if the date of the annual meeting is more than 30 days before or 60 days after the anniversary date.

Our Corporate Secretary address is: 3550 Lenox Road, Suite 3000, Atlanta, GA 30326. Notice must include the information required by our bylaws, which are available without charge upon written request to our Corporate Secretary.

Cautionary Note Regarding Forward-Looking Statements

This proxy statement contains forward-looking statements as defined in the Exchange Act and is subject to the safe harbors created therein. The forward-looking statements contained herein are generally identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” “committed,” “ensure,” or the negative of these terms or other similar expressions. Forward-looking statements are based on the beliefs and assumptions of our management and on currently available information. Accordingly, our future plans and expectations may not be achieved and our results could differ materially from those anticipated in our forward-looking statements as a result of many known and unknown factors, many of which are beyond our ability to predict or control. A detailed discussion of risks and uncertainties that could cause actual results and events to differ materially from such forward-looking statements is included in our Annual Report on Form10-K. We undertake no responsibility to publicly update or revise any forward-looking statement, except as required by law.

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Proposal One: Election of Directors

20202021 Nominees for Director

Our board of directors, upon the recommendation of the Governance and Nominating Committee, has nominated the individuals identified on the following pages for election as directors. Each nominee is currently a director 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 22.25.

If elected, each nominee will continue to serve as a director until the Company’s 20212022 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 will be twelve, unless changed by the affirmative vote of at least 75% of the board. Until the 2022 annual meeting of shareholders, no vacancy on the board created by the resignation, retirement, disqualification, removal from office or death of a director will be filled by the board, and the board will not nominate any individual to fill such vacancy, unless, in the case of a vacancy created by a continuing Global Payments director, not less than a majority of the 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 continuing TSYS directors then in 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, a nominee must receive a greater number of votes “FOR” than “AGAINST” his or her election. If an uncontested nominee who is already a director receives more “AGAINST” votes than “FOR” votes, that director will continue to serve as a “holdover director,” but is required to tender his or her resignation to the board. If the tendered resignation does not expressly require acceptance by the board, the resignation will become effective immediately, or upon 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 recommend to the board whether to accept or reject the tendered resignation. The Company will publicly disclose the board’s decision within 90 days from the date of the certification of the election results.

In each case, the director nominee, if elected, will serve a shorter term in the event of his or her resignation, retirement, disqualification, or removal from office or death. In the event that any of the nominees is unable to serve (which is not anticipated), the persons designated as proxies will cast votes for such other person(s) as they may select, subject to the guidelines set forth above. The affirmative vote of at least a majority of the votes cast with respect to the director nominee at the annual meeting at which a quorum is present is required for the election of each of the nominees. If a choice is specified on the proxy card by a shareholder, the shares will be voted as specified. If no specification is made, the shares will be voted “FOR” each of the twelve nominees.

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Director Nominee Biographies

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There is no family relationship between any of our NEOs or directors. Other 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.

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Board and Corporate Governance

Board Leadership

The board does not have a policy on whether the roles of Chairperson and Chief Executive Officer should be 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 Mr. Cloninger was appointed Lead Independent Director of the board. Until the 2022 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.

Chairperson 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:

With respect to Mr. Baldwin, as of the Annual Meeting, it will have been more than five years since the Company’s merger with Heartland and thus more than five years since Mr. Baldwin was an officer of Heartland.

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

Board Membership Criteria

The Governance and Nominating Committee believes that diversity is an important factor in determining the composition of the board and considers it in making director nominee recommendations, although it does not have a formal diversity policy. The Governance and Nominating Committee considers candidates for director who are recommended by other members of the board of directors and by management, as well as those identified by any outside consultants who are periodically retained by the committee to assist in identifying possible candidates. The committee will evaluate potential nominees for open board positions suggested by shareholders in accordance with our policies for shareholder proposals and on the same basis as all other potential nominees. See “Questions and Answers About Our Annual Meeting and this Proxy Statement — May I Propose Actions for Consideration at Next Year’s Annual Shareholder Meeting?” for additional information about our policies for shareholder proposals.

Key factors the Governance and Nominating Committee considers when determining whether to appoint directors include:

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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 pages 15-20.18-23.

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, 73%64% of ournon-employee board members have joined the board in the last five years, and approximately 64%55% joined the board in the last three years. In addition, 42% of the board is diverse in gender and/or ethnicity. The backgroundvariety in backgrounds and skills of theseour directors contributecontributes meaningfully to the Company’s strategy for future growth and long-term value creation.

Our bylaws 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

Our full board of directors met fiveeight times during 2019.2020. Each of our directors attended at least 75% of the meetings of the board, including meetings of the committees of which he or she served in each case while the director was serving on our board of directors or such committees, as applicable, during 2019.2020. Pursuant to our Corporate Governance Guidelines, all of our directors are expected to attend the annual meeting of shareholders, and allshareholders; however, in light of our directorsthe pandemic conditions at the time of the 2020 annual meeting, Mr. M. Troy Woods, as the Chairman of the Company, was the only director who attended the 2019 annual meeting.and he did so telephonically.

In connection with the merger with TSYS, we amended our bylaws to provide that theOur board will havehas four standing committees: an Audit Committee, a Compensation Committee, a Technology Committee, and a Governance and Nominating Committee. Until the 2022 annual meeting of shareholders, the chairperson of each of the Audit Committee and Compensation Committee is designated from among Global Payments’ directors on the board prior to the merger with TSYS (or his or her replacement), and the chairperson of each of the Technology Committee and Governance and Nominating Committee is designated from among the directors who are former TSYS directors.directors (or his or her replacement). The bylaws provide that the membership of the committees will be, as practicably as possible, evenly split between Global Payments‘Payments’ directors on the board prior to the merger and the directors who are former TSYS directors.

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The following table provides information about current committee membership and number of meetings held during 2019:2020:

                                              Chair             Member

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Key Areas of 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 OversightManagement

Through its oversight of our enterprise risk management program, our board takes a multi-layered approach to thisits oversight role. The full board engages directly with management to set high-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 periodicregular reports on risk management activities from each committee chair while relying on each of its four standing committees to provide morein-depth oversight of specific key risk exposures.

The board has delegated risk oversight responsibilities for certain key risk exposures to its committees as follows:

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Board Oversight of COVID-19 Risks

The risk landscape associated with the COVID-19 pandemic has been, and continues to be, discussed with the full board directly overseesas well as each of the board committees, as appropriate. Over the course of 2020, the Audit Committee has received quarterly updates from the Company’s incident management team (IMT), which was formed in early 2020 to manage our riskresponse to the pandemic, and the board has received regular updates from senior management activitiesand the chair of the Audit Committee. The updates to the board and the Audit Committee focus on the pandemic’s impacts to the Company’s operations, team members and customers, and the board continues to review with respectthe senior management the various measures taken to protect our employees’ health and maintain our services to our customers. Management and the IMT continue to report to the board and the Audit Committee on the Company’s response to the pandemic and will identify new risks associated with our strategic direction.as they may arise in light of the continuing effects of the COVID-19 pandemic.

The Board’s Role in Overseeing Information Security and Cyber-Risk

We employ multiple methods and technologies to secure the Company’s computing environment and ensure the confidentiality, integrity and availability of our information assets. As noted above, technology and cyber-security qualifications and experience is one of the key factors that our Governance and Nominating Committee considers in its assessment of the board membership criteria.

Our board has delegated to the Technology Committee the responsibility to oversee the Company’s Information Security Program and cyber-security risk. Specifically, subject to oversight by the full board of directors, the Technology Committee, periodicallywhich is comprised solely of independent directors, receives regular reports from the Company’s Chief Information Security Officer, or CISO, on the Company’s cyber-risk profile and information security initiatives. The Company’s Information Security Program is administered by the CISO, who maintains a direct reporting line to both the Technology Committee and the board.

At least annually, the Technology Committee receives a formal, enterprise-wide information technology and cyber-security risk assessment and reviews and recommends the Company’s information security program supporting policies to the full board for evaluation and approval. The Technology Committee regularly reviews and discusses the Company’s technologyinformation security strategy with the CISO at every committee meeting and recommends the Company’s information security policy and technology strategic plan to the full board for evaluation and approval. The CISO and CIO regularly meet with the Chair of the Technology Committee outside of committee meetings.

In addition, the board regularly receives information about these topics from the chair of the Technology Committee, the CISOCIO and management and is apprised directly of incidents exceeding certain risk tolerances.

Evaluation of Board and Committee Effectiveness

Each year, our board and its committees conduct self-evaluations to ensure they are performing effectively and to identify opportunities to improve board and committee performance. The self-assessment is conducted under the oversight of the Governance and Nominating Committee. Anonymous andnon-anonymous evaluation responses are reviewed and assessed duringDirectors respond to a comprehensive questionnaire through an interview process with the chair of each committee, with the Chairman of the Board leading the discussion at the board level. The questionnaire asks them to consider topics related to the board and committee executive sessions and where appropriate, addressed with management. As part of the board’s self-assessment process, directors consider various topics related to board composition, structure, effectiveness and responsibilities, as well as the overall mix of director skills, experience, diversity and backgrounds. Each committee, as well as the board as a whole, then reviews and assesses the responses from this assessment and any recommendations to the board. The results of the assessments are then discussed by the board and the respective committees in executive session, with a view toward taking action to address any issues presented.

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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 Compensation Committee periodically reviews ournon-employee director compensation plan and makes recommendations as necessary to our full board of directors. The

Compensation Actions in Response to the COVID-19 Pandemic

In response to the macroeconomic situation caused by the COVID-19 pandemic, we instituted temporary cost reductions, including salary reductions for our NEOs, executive leadership team and other employees. Consistent with those actions, effective April 30, 2020 through December 31, 2020, each board member voluntarily waived 100% of her or his annual cash retainer fees.

Annual Director Compensation

There are three elements of our director compensation program: an annual cash retainer, an annual supplemental cash retainer and stock retainers we pay ournon-employee directors are as set forth below:equity awards. The following table describes each element of planned director compensation for the shareholder year beginning in April 2020.

The number of fully-vested shares of our common stock granted as the annual stock retainer is based on the market price of our common stock on the grant date. Directors are also reimbursed for theirout-of-pocket expenses incurred in connection with attendance at board and committee meetings.

All of thenon-employee directors are eligible to participate in ourNon-Qualified Deferred Compensation Plan described under “Board and Corporate Governance — Director Compensation —Non-Qualified Deferred Compensation Plan” below. Ms. Marshall isand Ms. McDaniel are the only current directordirectors who participated in 2019,2020, and she did not receiveneither received any interest on deferred compensation at an above-market rate of interest.

2019

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2020 Director Compensation Table*Table

As described above, effective April 30, 2020 through December 31, 2020, each board member voluntarily waived her or his annual cash retainer. These amounts were reinstated effective January 1, 2021. The following table summarizes the compensation of ournon-employee directors during 2019.2020.

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