Summary
PayPal Holdings, Inc. (PYPL) announced a change to its Board of Directors through an 8-K filing on June 27, 2017, with the event date noted as June 26, 2017. The primary development is the appointment of Ann M. Sarnoff as a new member of the Board and its Audit, Risk and Compliance Committee, effective June 27, 2017. This appointment increases the size of the Board from nine to ten directors. Ms. Sarnoff's term will extend until the 2018 annual meeting of stockholders. As a non-employee director, her compensation will follow the established Independent Director Compensation Policy. Importantly, there are no undisclosed arrangements or related-party transactions involving Ms. Sarnoff that would require disclosure under SEC regulations.
Key Highlights
- 1Appointment of Ann M. Sarnoff to the Board of Directors and Audit, Risk and Compliance Committee, effective June 27, 2017.
- 2The size of the Board of Directors has been increased from nine to ten members.
- 3Ms. Sarnoff's directorship is non-employee, and she will receive compensation per the Company’s Independent Director Compensation Policy.
- 4No undisclosed arrangements or understandings exist between Ms. Sarnoff and any other parties regarding her appointment.
- 5No reportable related-party transactions between Ms. Sarnoff and PayPal Holdings, Inc. exist.
- 6The Company attached its Independent Director Compensation Policy as Exhibit 10.1 and a press release as Exhibit 99.1 to the filing.
Frequently Asked Questions
Ann M. Sarnoff has been appointed as a new director to PayPal's Board and its Audit, Risk and Compliance Committee. While her professional background isn't detailed in this specific filing, her appointment is presented as a standard board expansion and committee membership.
Increasing the Board size from nine to ten directors allows PayPal to add new expertise or perspectives. In this case, it accommodates Ms. Sarnoff's appointment to strengthen the Board, particularly within the Audit, Risk and Compliance Committee.
As a non-employee director, Ms. Sarnoff will be compensated according to PayPal's 'Independent Director Compensation Policy.' This policy is publicly available as an exhibit to this 8-K filing.
Based on the filing, there are no arrangements or understandings that would indicate a conflict of interest, nor are there any transactions with Ms. Sarnoff that require disclosure under SEC regulations (Item 404(a) of Regulation S-K).