8-K

PayPal Holdings, Inc.

Date: June 6, 2022

/s/ Brian Y. Yamasaki

Name: Brian Y. Yamasaki

Title: Vice President, Corporate Legal and Secretary

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): June 2, 2022

PayPal Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-36859

47-2989869

(State or other jurisdiction

of incorporation)

(Commission
File Number)

(I.R.S. Employer

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 2022 Annual Meeting of Stockholders of PayPal Holdings, Inc. (the “Company”) held on June 2, 2022 (the “Annual Meeting”), the stockholders:

Elected the 12 director nominees named in the Company’s 2022 Proxy Statement to serve as directors until the Company’s 2023 Annual Meeting of Stockholders and until their respective successors are elected and qualified;

Approved, on an advisory basis, the compensation of the named executive officers;

Approved, on an advisory basis, a frequency of “Every Year” for the stockholder advisory vote to approve the compensation of the named executive officers;

Ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent auditor for 2022; and

Did not approve the stockholder proposal titled “Special Shareholder Meeting Improvement”.

Set forth below are the voting results for each matter presented at the Annual Meeting. Percentages provided are based on the votes used to determine the results for such proposal under the applicable approval standard disclosed in the 2022 Proxy Statement.

Proposal 1: Election of Directors:


Director Nominees	Votes For		% For			Votes Against		% Against			Abstentions		Broker Non-Votes
Rodney C. Adkins		707,068,453		90.46	%		74,551,540		9.53	%		3,061,333		140,081,846
Jonathan Christodoro		759,428,157		97.16	%		22,189,715		2.83	%		3,063,454		140,081,846
John J. Donahoe		745,068,891		95.55	%		34,648,066		4.44	%		4,964,369		140,081,846
David W. Dorman		747,533,046		95.88	%		32,099,726		4.11	%		5,048,554		140,081,846
Belinda J. Johnson		774,644,519		98.86	%		8,862,526		1.13	%		1,174,281		140,081,846
Enrique Lores		749,037,051		95.60	%		34,420,365		4.39	%		1,223,910		140,081,846
Gail J. McGovern		757,311,189		97.13	%		22,354,349		2.86	%		5,015,788		140,081,846
Deborah M. Messemer		774,628,629		98.86	%		8,891,344		1.13	%		1,161,353		140,081,846
David M. Moffett		763,804,453		97.52	%		19,421,989		2.47	%		1,454,884		140,081,846
Ann M. Sarnoff		773,837,040		98.76	%		9,659,710		1.23	%		1,184,576		140,081,846
Daniel H. Schulman		774,714,572		98.97	%		8,050,059		1.02	%		1,916,695		140,081,846
Frank D. Yeary		773,307,778		98.80	%		9,367,569		1.19	%		2,005,979		140,081,846

Each of the 12 nominees was elected to the Board, each to hold office until the Company’s 2023 Annual Meeting of Stockholders and until their respective successors are elected and qualified.

Proposal 2: Advisory Vote to Approve Named Executive Officer Compensation:


Votes For:	693,336,873	88.35	%
Votes Against:	87,613,812	11.16	%
Abstentions:	3,730,641	0.47	%
Broker Non-Votes:	140,081,846

The proposal was approved.

Proposal 3: Advisory Vote on the Frequency of the Stockholder Advisory Vote to Approve Named Executive Officer Compensation:


Votes For “Every Year”:	773,597,110	99.05	%
Votes For “Every Two Years”:	1,418,143	0.18	%
Votes For “Every Three Years”:	5,981,059	0.76	%
Abstentions:	3,685,014

The proposal (commonly referred to as a “say-on-frequency” proposal) was approved. In accordance with the voting results on this proposal, the Company has determined to hold an advisory vote on executive compensation every year until the next say-on-frequency vote. A say-on-frequency vote is required to be held at least once every six years.

Proposal 4: Ratification of the Appointment of PricewaterhouseCoopers LLP as the Company’s Independent Auditor for 2022:


Votes For:	867,916,636	93.85	%
Votes Against:	53,028,985	5.73	%
Abstentions:	3,817,551	0.41	%
Broker Non-Votes:	n/a

The appointment was ratified.

Proposal 5: Stockholder Proposal: Special Shareholder Meeting Improvement:


Votes For:	369,080,003	47.03	%
Votes Against:	413,627,862	52.71	%
Abstentions:	1,973,461	0.25	%
Broker Non-Votes:	140,081,846

The proposal was not approved.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

PayPal Holdings Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders