8-KLeadership ChangesCorporate ChangesExhibits & Filings

PayPal Holdings, Inc. 8-K Report, Executive Changes (Jan 18, 2019)

Filed January 18, 2019For Securities:PYPL

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.

Frequently Asked Questions

Debbie Messemer has been appointed as a new member of PayPal's Board of Directors, effective January 16, 2019. Her appointment fills a vacancy created by an increase in the board size to twelve members. She will also serve on the Audit, Risk and Compliance Committee.

The amendments to PayPal's Bylaws adjust the deadline for stockholders to provide notice of business they wish to bring before an annual meeting under certain situations. Additionally, the Board of Directors now has the authority to require more detailed information and agreements from individuals nominated to the board.

The amendments to the Amended and Restated Bylaws of PayPal became effective immediately upon their approval by the Board of Directors on January 17, 2019.

As a non-employee director, Ms. Messemer will be compensated in accordance with PayPal's established Independent Director Compensation Policy, as previously disclosed in the company's proxy statement.