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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 24, 2025
Commission file number 001-16111
GLOBAL PAYMENTS INC.
(Exact name of registrant as specified in charter)
| | | | | | | | |
| Georgia | | 58-2567903 |
(State or other jurisdiction of
incorporation or organization) | | (I.R.S. Employer
Identification No.) |
| | | | | | | | | | | | | | | | | | | | |
3550 Lenox Road, Atlanta, Georgia | | 30326 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (770) 829-8000
| | |
| NONE |
| (Former name, former address and former fiscal year, if changed since last report) |
| | | | | | | | |
| Securities registered pursuant to Section 12(b) of the Act |
| Title of each class | Trading symbol | Name of exchange on which registered |
| Common stock, no par value | GPN | New York Stock Exchange |
| 4.875% Senior Notes due 2031 | GPN31A | New York Stock Exchange |
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))
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 April 24, 2025, Global Payments Inc. (the "Company") held its 2025 Annual Meeting of Shareholders (the “Annual Meeting”). At the Annual Meeting, the Company’s shareholders approved the Global Payments 2025 Incentive Plan (the “Incentive Plan”) and the Global Payments Amended and Restated Employee Stock Purchase Plan (the “ESPP”). A description of the material terms of each of the Incentive Plan and the ESPP was included in the Company’s Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on March 13, 2025, in connection with the Annual Meeting, and is incorporated by reference into this Item 5.02(e) of this Current Report on Form 8-K.
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the Annual Meeting, the following matters were submitted to a vote of the shareholders:
Proposal 1. Election of directors.
| | | | | | | | | | | | | | |
| Nominee | Votes in Favor | Votes Against | Abstentions | Broker Non-Votes |
| F. Thaddeus Arroyo | 176,904,481 | 10,175,787 | 4,013,343 | 21,862,532 |
| Robert H.B. Baldwin, Jr. | 171,989,311 | 15,198,094 | 3,906,206 | 21,862,532 |
| Cameron M. Bready | 179,147,284 | 8,034,664 | 3,911,663 | 21,862,532 |
| John G. Bruno | 169,214,726 | 17,966,835 | 3,912,050 | 21,862,532 |
| Joia M. Johnson | 173,408,647 | 13,664,454 | 4,020,510 | 21,862,532 |
| Kristen M. Kliphouse | 179,165,869 | 8,017,297 | 3,910,445 | 21,862,532 |
| Connie D. McDaniel | 175,200,029 | 11,983,207 | 3,910,375 | 21,862,532 |
| Joseph H. Osnoss | 169,181,685 | 17,993,577 | 3,918,349 | 21,862,532 |
| William B. Plummer | 177,638,210 | 9,541,427 | 3,913,974 | 21,862,532 |
| M. Troy Woods | 177,468,206 | 9,717,849 | 3,907,556 | 21,862,532 |
Proposal 2. Advisory vote to approve compensation of the named executive officers for the year ended December 31, 2024.
| | | | | | | | | | | |
| Votes in Favor | Votes Against | Abstentions | Broker Non-Votes |
| 159,207,685 | 27,816,574 | 4,069,352 | 21,862,532 |
Proposal 3. Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent public accounting firm for the year ending December 31, 2025.
| | | | | | | | | | | |
| Votes in Favor | Votes Against | Abstentions | Broker Non-Votes |
| 194,705,282 | 18,165,736 | 85,125 | 0 |
Proposal 4. Approval of the Global Payments 2025 Incentive Plan.
| | | | | | | | | | | |
| Votes in Favor | Votes Against | Abstentions | Broker Non-Votes |
| 175,111,685 | 15,748,348 | 233,578 | 21,862,532 |
Proposal 5. Approval of the Global Payments Amended and Restated Employee Stock Purchase Plan.
| | | | | | | | | | | |
| Votes in Favor | Votes Against | Abstentions | Broker Non-Votes |
| 182,885,987 | 8,055,232 | 152,392 | 21,862,532 |
Signatures
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.
| | | | | | | | | | | |
| | GLOBAL PAYMENTS INC. | |
| | | |
| Date: | April 28, 2025 | By: /s/ Dara Steele-Belkin | |
| | Dara Steele-Belkin | |
| | General Counsel and Corporate Secretary | |
