Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 29, 2021
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
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 5.07. Submission of Matters to a Vote of Security Holders.
At the 2021 Annual Meeting of Shareholders of Global Payments Inc. (the “Company”) held on April 29, 2021, the shareholders:
1.Elected the 12 director nominees named in the Company’s 2021 proxy statement for a one-year term until the 2022 annual meeting of shareholders;
2.Approved the advisory vote on named executive officer compensation for the year ended December 31, 2020;
3.Ratified the re-appointment of Deloitte & Touche LLP as the Company’s independent auditor for calendar year ending December 31, 2021; and
4.Did not approve the advisory shareholder proposal titled “Shareholder Right to Act by Written Consent”.
The final voting results were as follows:
Proposal 1. Election of directors.
Nominee
Votes in Favor
Votes Against
Abstentions
Broker Non-Votes
M. Troy Woods
239,054,037
1,621,491
116,869
22,059,086
Kriss Cloninger III
240,373,084
334,474
84,839
22,059,086
Jeffrey S. Sloan
240,448,261
244,856
99,280
22,059,086
F. Thaddeus Arroyo
240,437,080
253,178
102,139
22,059,086
Robert H.B. Baldwin, Jr.
237,995,843
2,686,270
110,284
22,059,086
John G. Bruno
238,832,624
1,851,920
107,853
22,059,086
William I Jacobs
232,866,305
7,822,956
103,136
22,059,086
Joia M. Johnson
240,447,773
258,644
85,980
22,059,086
Ruth Ann Marshall
237,333,910
3,370,244
88,243
22,059,086
Connie D. McDaniel
238,823,759
1,893,161
75,477
22,059,086
William B. Plummer
226,555,551
14,042,157
194,689
22,059,086
John T. Turner
236,989,919
3,713,364
89,114
22,059,086
Proposal 2. Advisory vote to approve named executive officer compensation.
Votes in Favor
Votes Against
Abstentions
Broker Non-Votes
228,502,045
11,962,506
327,846
22,059,086
Proposal 3. Ratification of the reappointment of Deloitte & Touche LLP as the Company’s independent public accountants for 2021.
Votes in Favor
Votes Against
Abstentions
Broker Non-Votes
260,199,108
2,538,285
114,090
—
Proposal 4. Shareholder proposal: Shareholder right to act by written consent.
Votes in Favor
Votes Against
Abstentions
Broker Non-Votes
101,545,617
138,849,173
397,607
22,059,086
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 30, 2021
By: /s/ Paul M. Todd
Paul M. Todd
Senior Executive Vice President and Chief Financial Officer
