SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 26, 2021
PayPal Holdings, Inc.
(Exact name of registrant as specified in its charter)
|(State or other jurisdiction|
2211 North First Street
San Jose, CA 95131
(Address of principal executive offices)
(Registrant’s telephone number, including area code)
(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
Name of each exchange
|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 2021 Annual Meeting of Stockholders of PayPal Holdings, Inc. (the “Company”) held on May 26, 2021 (the “Annual Meeting”), the stockholders:
Elected the 11 director nominees named in the Company’s 2021 Proxy Statement to serve as directors until the Company’s 2022 Annual Meeting of Stockholders or until their respective successors are elected and qualified;
Approved the advisory vote on the named executive officer compensation;
Ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent auditor for 2021;
Did not approve the stockholder proposal titled “Stockholder Right to Act by Written Consent”; and
Did not approve the stockholder proposal titled “Assessing Inclusion in the Workplace”.
Set forth below are the number of votes cast for or against, the number of abstentions, percentages for each and the number of broker non-votes with respect to each matter presented at the Annual Meeting.
Proposal 1: Election of Directors:
Rodney C. Adkins
John J. Donahoe
David W. Dorman
Belinda J. Johnson
Gail J. McGovern
Deborah M. Messemer
David M. Moffett
Ann M. Sarnoff
Daniel H. Schulman
Frank D. Yeary
Each of the 11 nominees were elected to the Board, each to hold office until the Company’s 2022 Annual Meeting of Stockholders or until their respective successors are elected and qualified.
Proposal 2: Advisory Vote to Approve Named Executive Officer Compensation:
The proposal was approved.
Proposal 3: Ratification of the Appointment of PricewaterhouseCoopers LLP as the Company’s Independent Auditor for 2021:
The appointment was ratified.
Proposal 4: Stockholder Proposal: Stockholder Right to Act by Written Consent:
The proposal was not approved.
Proposal 5: Stockholder Proposal: Assessing Inclusion in the Workplace:
The proposal was not approved.
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.|
Date: May 28, 2021
/s/ Brian Y. Yamasaki
|Name: Brian Y. Yamasaki|
|Title: Vice President, Corporate Legal and Secretary|