Summary
This 8-K filing from PayPal Holdings, Inc. (PYPL) on January 18, 2019, primarily reports on two key governance changes. Firstly, the company announced the appointment of Debbie Messemer to its Board of Directors, expanding the board to twelve members. Ms. Messemer's appointment fills a newly created vacancy and she will serve on the Audit, Risk and Compliance Committee. Her compensation will follow the standard independent director policy. Secondly, PayPal's Board of Directors approved amendments to its Amended and Restated Bylaws. These changes modify the deadline for stockholder notice of business to be brought before an annual meeting under specific conditions and grant the Board additional authority to request further information and agreements from director nominees. These bylaw amendments became effective immediately upon board approval.
Key Highlights
- 1Appointment of Debbie Messemer to the Board of Directors, effective January 16, 2019.
- 2Board size increased from 11 to 12 members to accommodate the new director.
- 3Ms. Messemer appointed to the Audit, Risk and Compliance Committee.
- 4Ms. Messemer is a non-employee director and will receive compensation per the Independent Director Compensation Policy.
- 5No undisclosed arrangements or transactions involving Ms. Messemer requiring disclosure under Regulation S-K.
- 6Amendments to PayPal's Bylaws approved, altering stockholder notice deadlines for annual meetings in certain circumstances.
- 7Bylaw amendments also grant the Board more discretion in requesting information from director nominees.