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): June 29, 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
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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 30, 2021, PayPal Holdings, Inc. (the “Company”) announced that Enrique Lores had been appointed as a new member of the Company’s Board of Directors (the “Board”), effective June 29, 2021. Mr. Lores fills a vacancy created by an increase in the size of the Board from 11 to 12, and his term of office will expire at the Company’s 2022 annual meeting of stockholders or when his successor has been elected and qualified. As a non-employee director, Mr. Lores will be entitled to receive compensation as described under “Director Compensation” in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 13, 2021. The committee or committees of the Board on which Mr. Lores may sit have not yet been determined.
There is no arrangement or understanding between Mr. Lores and any other persons pursuant to which Mr. Lores was appointed as a director. Furthermore, there are no transactions in which the Company was a participant and in which Mr. Lores had an interest that would be required to be reported under Item 404(a) of Regulation S-K.
A copy of the press release issued by the Company regarding the election of Mr. Lores to its Board is attached as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01. Exhibits
|99.1||Press release dated June 30, 2021|
|104||Cover Page Interactive Data File (embedded within the Inline XBRL document)|
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: June 30, 2021
/s/ Brian Y. Yamasaki
|Name: Brian Y. Yamasaki|
|Title: Vice President, Corporate Legal and Secretary|