Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 1, 2023 (April 27, 2023)
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)
(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. ☐
Explanatory Note
This Current Report on Form 8-K/A (this “Amendment”) amends the Current Report on Form 8-K filed by Global Payments Inc. (the “Company”) with the Securities and Exchange Commission on May 2, 2023 (the “Original Filing”). The purpose of this Amendment is to update the disclosure under “Item 5.07 Submission of Matters to a Vote of Security Holders” of the Original Filing to provide information regarding the Company’s determination on the frequency of future advisory, non-binding votes on the compensation of the Company’s named executive officers. No other changes are being made to the Original Filing.
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the Annual Meeting of Shareholders of the Company held on April 27, 2023, the Company’s shareholders indicated their preference, on an advisory basis, that an advisory vote on the compensation of the Company’s named executive officers be held every year (“Say-on-Pay”). Based on these advisory vote results, the Company’s board of directors has adopted a policy that the Company will hold future Say-on-Pay votes every year until the next required non-binding advisory vote on the frequency of Say-on-Pay votes, which is required to occur no later than the Company’s 2029 Annual Meeting of Shareholders.
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:
August 1, 2023
By: /s/ David Green
David Green
Senior Executive Vice President and Chief Administrative and Legal Officer
