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    PayPal Holdings Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

    6/9/25 4:35:39 PM ET
    $PYPL
    Business Services
    Consumer Discretionary
    Get the next $PYPL alert in real time by email
    pypl-20250605
    0001633917false00016339172025-06-052025-06-05

    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 5, 2025
    PayPal Holdings, Inc.
    (Exact name of registrant as specified in its charter)
    Delaware001-3685947-2989869
    (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 classTrading Symbol(s)Name of each exchange on which registered
    Common stock, $0.0001 par value per sharePYPLNASDAQ 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

    At the 2025 Annual Meeting of Stockholders of PayPal Holdings, Inc. (the “Company”) held on June 5, 2025 (the “Annual Meeting”), the stockholders, upon the recommendation of the Company’s Board of Directors, approved the amendment and restatement of the PayPal Holdings, Inc. 2015 Equity Incentive Award Plan (the “2015 Plan” and, as amended and restated, the “Amended Equity Plan”). The Amended Equity Plan increased the number of shares of common stock of the Company (the “Shares”) reserved for issuance under the 2015 Plan by an additional 15 million Shares.

    A summary of the Amended Equity Plan was also included as part of Proposal 3 in the Company’s definitive proxy statement filed on Schedule 14A with the Securities and Exchange Commission on April 21, 2025 (the “Proxy Statement”). The summary of the Amended Equity Plan provided herein and that contained in the Proxy Statement is qualified in its entirety by reference to the full text of the Amended Equity Plan, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K, and is incorporated herein by reference.

    Item 5.07. Submission of Matters to a Vote of Security Holders.

    At the Annual Meeting, the stockholders:
    1.Elected the 11 director nominees named in the Company’s Proxy Statement to serve as directors until the Company’s 2026 Annual Meeting of Stockholders and until their respective successors are elected and qualified.
    2.Approved, on an advisory basis, the compensation of the named executive officers.
    3.Approved the amendment and restatement of the 2015 Equity Incentive Award Plan.
    4.Ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent auditor for 2025.
    5.Did not approve the stockholder proposal titled “Report on Charitable Giving."
    6.Did not approve the stockholder proposal titled “Reduce Threshold to Call Special Meeting of Stockholders.”

    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 Proxy Statement.

    Proposal 1: Election of Directors:

    Director NomineesVotes For% For*Votes Against% AgainstAbstentionsBroker Non-Votes
    Joy Chik645,435,71499.7%1,711,7800.3%779,055124,555,256
    Alex Chriss642,689,74299.3%4,467,1270.7%769,680124,555,256
    Jonathan Christodoro636,424,28298.3%10,685,4771.7%816,790124,555,256
    Carmine Di Sibio644,999,67099.7%2,089,0630.3%837,816124,555,256
    David W. Dorman609,859,30594.2%37,249,9135.8%817,331124,555,256
    Enrique Lores611,465,78196.1%25,099,4673.9%11,361,301124,555,256
    Gail J. McGovern631,666,96697.8%14,038,2762.2%2,221,307124,555,256
    Deborah M. Messemer645,148,81099.7%1,982,6650.3%795,074124,555,256
    David M. Moffett626,501,80096.8%20,586,8793.2%837,870124,555,256
    Ann M. Sarnoff645,185,42699.7%1,933,3580.3%807,765124,555,256
    Frank D. Yeary639,681,04798.9%7,437,8361.1%807,666124,555,256

    *Percentage results reported throughout this Form 8-K may not sum due to rounding.

    Each of the 11 nominees was elected to the Board, each to hold office until the Company’s 2026 Annual Meeting of Stockholders and until their respective successors are elected and qualified.





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

    Votes For582,901,538 90.0 %
    Votes Against63,801,981 9.8 %
    Abstentions1,223,030 0.2 %
    Broker Non-Votes124,555,256 

    The proposal was approved.


    Proposal 3: Approval of the PayPal Holdings, Inc. 2015 Equity Incentive Award Plan, as Amended and Restated:

    Votes For428,164,854 66.1 %
    Votes Against218,692,662 33.8 %
    Abstentions1,069,033 0.2 %
    Broker Non-Votes124,555,256 

    The proposal was approved.


    Proposal 4: Ratification of the Appointment of PricewaterhouseCoopers LLP as the Company’s Independent Auditor for 2025:

    Votes For708,979,988 91.8 %
    Votes Against62,354,251 8.1 %
    Abstentions1,147,566 0.1 %
    Broker Non-Votesn/a 

    The appointment was ratified.


    Proposal 5: Stockholder Proposal: Report on Charitable Giving:

    Votes For9,210,846 1.4 %
    Votes Against634,587,222 97.9 %
    Abstentions4,128,481 0.6 %
    Broker Non-Votes124,555,256 

    The proposal was not approved.


    Proposal 6: Stockholder Proposal: Reduce Threshold to Call Special Meeting of Stockholders:

    Votes For284,178,682 43.9 %
    Votes Against362,495,326 55.9 %
    Abstentions1,252,541 0.2 %
    Broker Non-Votes124,555,256 

    The proposal was not approved.








    Item 9.01. Financial Statements and Exhibits.

    (d) Exhibits

    Exhibit NumberExhibit Title or Description
    10.1
    PayPal Holdings, Inc. 2015 Incentive Award Plan, as Amended and Restated
    104Cover Page Interactive Data File (embedded within the Inline XBRL document)



    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: June 9, 2025
    /s/ Brian Y. Yamasaki
    Name: Brian Y. Yamasaki
    Title: Vice President, Corporate Legal and Secretary



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