UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 21, 2020
PayPal Holdings, Inc.
(Exact name of registrant as specified in its charter)
| | | | | | | | |
| Delaware | 001-36859 | 47-2989869 |
| (State or other jurisdiction | (Commission File Number) | (I.R.S. Employer |
| of incorporation) | | Identification No.) |
2211 North First Street
San Jose, CA 95131
(Address of principal executive offices)
(408) 967-1000
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| | | | | | | | |
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common stock, $0.0001 par value per share | PYPL | NASDAQ Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the 2020 Annual Meeting of Stockholders of PayPal Holdings, Inc. (the “Company”) held on May 21, 2020 (the “Annual Meeting”), the stockholders:
1.Elected the 11 director nominees named in the Company’s 2020 Proxy Statement to serve as directors until the Company’s 2021 Annual Meeting of Stockholders or until their respective successors are elected and qualified;
2.Approved the advisory vote on named executive officer compensation;
3.Ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent auditor for 2020;
4.Did not approve the stockholder proposal titled “Stockholder Right to Act by Written Consent”; and
5.Did not approve the stockholder proposal titled “Human and Indigenous Peoples’ Rights”.
Set forth below are the number of votes cast for or against, the number of abstentions and the number of broker non-votes with respect to each matter presented at the Annual Meeting.
1.Election of Directors.
| | | | | | | | | | | | | | |
| Director Name | Votes For | Votes Against | Abstentions | Broker Non-Votes |
| Rodney C. Adkins | 858,284,229 | 47,828,233 | 2,330,083 | 107,716,194 |
| Jonathan Christodoro | 705,621,832 | 200,304,762 | 2,515,951 | 107,716,194 |
| John J. Donahoe | 873,206,554 | 32,027,898 | 3,208,093 | 107,716,194 |
| David W. Dorman | 876,842,035 | 29,292,892 | 2,307,618 | 107,716,194 |
| Belinda J. Johnson | 904,008,364 | 2,206,343 | 2,227,838 | 107,716,194 |
| Gail J. McGovern | 886,392,348 | 19,814,236 | 2,235,961 | 107,716,194 |
| Deborah M. Messemer | 903,992,409 | 2,189,247 | 2,260,889 | 107,716,194 |
| David M. Moffett | 897,531,221 | 8,613,687 | 2,297,637 | 107,716,194 |
| Ann M. Sarnoff | 904,004,464 | 2,193,058 | 2,245,023 | 107,716,194 |
| Daniel H. Schulman | 903,754,398 | 2,423,665 | 2,264,482 | 107,716,194 |
| Frank D. Yeary | 903,780,223 | 2,347,959 | 2,314,363 | 107,716,194 |
2.Advisory Vote to Approve Named Executive Officer Compensation.
| | | | | | | | | | | |
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
| 733,801,274 | 171,433,075 | 3,208,196 | 107,716,194 |
3.Ratification of the Appointment of PricewaterhouseCoopers LLP as the Company’s Independent Auditor for 2020.
| | | | | | | | |
| Votes For | Votes Against | Abstentions |
| 992,838,585 | 20,168,662 | 3,151,492 |
4.Stockholder Proposal: Stockholder Right to Act by Written Consent.
| | | | | | | | | | | |
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
| 379,617,163 | 524,802,726 | 4,022,656 | 107,716,194 |
5.Stockholder Proposal: Human and Indigenous Peoples’ Rights.
| | | | | | | | | | | |
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
| 83,008,353 | 809,560,638 | 15,873,554 | 107,716,194 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | | | | |
| PayPal Holdings, Inc. |
| (Registrant) |
| |
| Date: May 26, 2020 | /s/ Brian Y. Yamasaki |
| Name: Brian Y. Yamasaki |
| Title: Vice President, Corporate Legal and Secretary |
