8-K 1 a8-k2019stockholdermeeting.htm 8-K (2019 ANNUAL MEETING RESULTS) Document



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 22, 2019
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))

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 2019 Annual Meeting of Stockholders of PayPal Holdings, Inc. (the “Company”) held on May 22, 2019 (the "Annual Meeting"), the stockholders:
1.
Elected the 12 director nominees named in the Company's 2019 Proxy Statement to serve as directors until the Company's 2020 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 the Company’s fiscal year ending December 31, 2019;
4.
Did not approve the stockholder proposal regarding political disclosure; and
5.
Did not approve the stockholder proposal regarding 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
920,977,136
 
12,463,929
 
612,359
 
119,801,954
 
Wences Casares
925,729,555
 
7,742,126
 
581,743
 
119,801,954
 
Jonathan Christodoro
863,346,332
 
69,929,564
 
777,528
 
119,801,954
 
John J. Donahoe
668,503,451
 
263,674,147
 
1,875,826
 
119,801,954
 
David W. Dorman
913,329,933
 
19,496,568
 
1,226,923
 
119,801,954
 
Belinda J. Johnson
932,219,253
 
1,275,360
 
558,811
 
119,801,954
 
Gail J. McGovern
911,626,064
 
21,866,677
 
560,683
 
119,801,954
 
Deborah M. Messemer
932,193,273
 
1,294,975
 
565,176
 
119,801,954
 
David M. Moffett
928,015,275
 
5,416,909
 
621,240
 
119,801,954
 
Ann M. Sarnoff
931,409,960
 
1,295,853
 
1,347,611
 
119,801,954
 
Daniel H. Schulman
911,764,482
 
21,692,088
 
596,854
 
119,801,954
 
Frank D. Yeary
932,000,274
 
1,427,737
 
625,413
 
119,801,954
 


2. Advisory Vote to Approve Named Executive Officer Compensation.
Votes For
Votes Against
Abstentions
Broker Non-Votes
499,021,009
406,728,930
28,303,485
119,801,954


3. Ratification of Appointment of Independent Auditor.
Votes For
Votes Against
Abstentions
1,041,342,875
11,253,605
1,258,898


4. Stockholder Proposal Regarding Political Disclosure.
Votes For
Votes Against
Abstentions
Broker Non-Votes
77,868,096
844,931,930
11,253,398
119,801,954
.






5. Stockholder Proposal Regarding Human and Indigenous Peoples’ Rights.
Votes For
Votes Against
Abstentions
Broker Non-Votes
67,534,155
848,987,858
17,531,411
119,801,954







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 24, 2019
/s/ Brian Y. Yamasaki
 
Name: Brian Y. Yamasaki
 
Title: Vice President, Corporate Legal and Secretary