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PayPal Holdings, Inc. 8-K Report, Bylaw Amendment (May 25, 2017)

Filed May 25, 2017For Securities:PYPL

Summary

This 8-K filing from PayPal Holdings, Inc., dated May 25, 2017, reports on key outcomes from its Annual Meeting of Stockholders held on May 24, 2017. The most significant development for investors is the amendment to the Company's Certificate of Incorporation, which lowers the threshold for stockholders to aggregate their holdings for proxy access. Specifically, the number of stockholders required to reach the 3% ownership minimum for proxy access has been reduced from 15 to 20. The filing also details the voting results on various proposals, including the election of directors, advisory approval of executive compensation, and ratification of independent auditors. All director nominees were elected, executive compensation received advisory approval, and PricewaterhouseCoopers LLP was ratified as the independent auditor for 2017. Notably, a stockholder proposal regarding action by written consent and another regarding greenhouse gas emissions reports were not approved.

Key Highlights

  • 1PayPal Holdings, Inc. amended its Certificate of Incorporation to enhance proxy access by lowering the required number of aggregating stockholders from 15 to 20.
  • 2All nine director nominees were successfully elected to the Board of Directors.
  • 3Stockholders provided advisory approval for the compensation of named executive officers.
  • 4PricewaterhouseCoopers LLP was ratified as the Company's independent auditor for the fiscal year ending December 31, 2017.
  • 5A stockholder proposal seeking to allow for stockholder action by written consent without a meeting was not approved.
  • 6A stockholder proposal requesting a report on 'net-zero' greenhouse gas emissions also failed to gain approval.
  • 7A proposal regarding a sustainability report was withdrawn by the proponent prior to the meeting.

Frequently Asked Questions

The primary change to PayPal's Amended and Restated Certificate of Incorporation (Charter) is the modification of its proxy access bylaw. The number of stockholders that can aggregate their holdings to meet the 3% ownership requirement for nominating directors has been decreased from 15 to 20.

No, there were no significant changes in the Board of Directors. All nine director nominees presented at the meeting were elected by stockholders to serve until the 2018 Annual Meeting of Stockholders.

The stockholders approved, on an advisory basis, the compensation of the Company's named executive officers. This indicates general support for the executive compensation packages as presented.

No, not all proposals were approved. While the amendment to the Charter regarding proxy access and the ratification of independent auditors were approved, stockholder proposals regarding action by written consent and a 'net-zero' greenhouse gas emissions report were not approved.