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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 25, 2024
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:
☐ 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 5.07. Submission of Matters to a Vote of Security Holders.
On April 25, 2024, the Company held its 2024 Annual Meeting of Shareholders (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 |
| M. Troy Woods | 201,225,649 | 3,309,181 | 108,293 | 21,755,128 |
| Cameron M. Bready | 204,263,300 | 243,748 | 136,075 | 21,755,128 |
| F. Thaddeus Arroyo | 202,943,061 | 1,562,436 | 137,626 | 21,755,128 |
| Robert H.B. Baldwin, Jr. | 201,360,260 | 3,140,450 | 142,413 | 21,755,128 |
| John G. Bruno | 199,245,449 | 5,245,544 | 152,130 | 21,755,128 |
| Joia M. Johnson | 201,983,458 | 2,520,259 | 139,406 | 21,755,128 |
| Kirsten Kliphouse | 204,230,656 | 275,327 | 137,140 | 21,755,128 |
| Ruth Ann Marshall | 200,147,847 | 4,358,451 | 136,825 | 21,755,128 |
| Connie D. McDaniel | 202,678,368 | 1,833,749 | 131,006 | 21,755,128 |
| Joseph H. Osnoss | 152,069,993 | 52,414,209 | 158,921 | 21,755,128 |
| William B. Plummer | 203,619,001 | 880,333 | 143,789 | 21,755,128 |
| John T. Turner | 202,802,480 | 1,717,747 | 122,896 | 21,755,128 |
Proposal 2. Advisory vote to approve named executive officer compensation for the year ended December 31, 2023.
| | | | | | | | | | | | | | | | | | | | |
| Votes in Favor | | Votes Against | | Abstentions | | Broker Non-Votes |
| 180,002,741 | | 24,426,814 | | 213,568 | | 21,755,128 |
Proposal 3. Ratification of the reappointment of Deloitte & Touche LLP as the Company’s independent public accountants for the year ending December 31, 2024.
| | | | | | | | | | | | | | | | | | | | |
| Votes in Favor | | Votes Against | | Abstentions | | Broker Non-Votes |
| 209,936,922 | | 16,350,883 | | 110,446 | | — |
Proposal 4. Advisory vote on disclosure of political spending.
| | | | | | | | | | | | | | | | | | | | |
| Votes in Favor | | Votes Against | | Abstentions | | Broker Non-Votes |
| 78,221,553 | | 125,589,876 | | 831,694 | | 21,755,128 |
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 29, 2024 | By: /s/ David L. Green | |
| | David L. Green | |
| | Senior Executive Vice President, Chief Administrative and Legal Officer | |
