Attached files
| file | filename |
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| EX-3.1 - EXHIBIT 3.1 - PayPal Holdings, Inc. | certificateofamendment.htm |
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): May 24, 2017
PayPal Holdings, Inc.
(Exact name of registrant as specified in its charter)
Delaware | 001-36859 | 47-2989869 |
(State or other jurisdiction | (Commission File Number) | (I.R.S. Employer |
of incorporation) | Identification No.) | |
2211 North First Street
San Jose, CA 95131
(Address of principal executive offices)
(408) 967-1000
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report.)
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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
PayPal Holdings, Inc., (the “Company”) held its Annual Meeting of Stockholders on May 24, 2017 (the “2017 Annual Meeting”). At the 2017 Annual Meeting, upon the recommendation of the Company’s Board of Directors, the Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Charter”), to increase the number of stockholders who may aggregate their holdings, for purposes of proxy access, to reach the 3% minimum ownership requirement from 15 to 20.
As a result, the Company filed a certificate of amendment of the Charter (the “Certificate of Amendment”) incorporating such amendment with the Secretary of State of the State of Delaware on May 24, 2017. The Certificate of Amendment became effective upon filing.
A copy of the Certificate of Amendment as filed with the Secretary of State of the State of Delaware on May 24, 2017 is attached as Exhibit 3.1 to this Current Report on Form 8-K.
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the 2017 Annual Meeting, the Company’s stockholders voted on the following proposals and cast their votes as described below.
Proposal 1 - Election of Directors. Each of the nine director nominees proposed by the Company was elected to serve until the Company's 2018 Annual Meeting of Stockholders or until his or her respective successor has been elected and qualified.
Director Name | Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||
Wences Casares | 951,544,508 | 2,676,348 | 548,886 | 96,530,358 | ||||
Jonathan Christodoro | 870,281,073 | 83,942,625 | 546,044 | 96,530,358 | ||||
John J. Donahoe | 857,549,086 | 95,043,382 | 2,177,274 | 96,530,358 | ||||
David W. Dorman | 940,590,349 | 13,648,179 | 531,214 | 96,530,358 | ||||
Belinda J. Johnson | 951,812,133 | 2,455,244 | 502,365 | 96,530,358 | ||||
Gail J. McGovern | 941,106,823 | 13,159,175 | 503,744 | 96,530,358 | ||||
David M. Moffett | 950,984,015 | 3,248,941 | 536,786 | 96,530,358 | ||||
Daniel H. Schulman | 936,213,942 | 18,036,650 | 519,150 | 96,530,358 | ||||
Frank D. Yeary | 951,607,691 | 2,627,193 | 534,858 | 96,530,358 | ||||
Proposal 2 - Advisory Vote on Executive Compensation. The Company's stockholders approved the advisory vote on the compensation of the Company's named executive officers.
Votes For | Votes Against | Abstensions | Broker Non-Votes |
917,932,835 | 35,311,275 | 1,525,632 | 96,530,358 |
Proposal 3 - Amendment to the Charter. The Company's stockholders approved the amendment to the Charter regarding proxy access.
Votes For | Votes Against | Abstensions | Broker Non-Votes |
949,811,257 | 3,555,176 | 1,403,309 | 96,530,358 |
Proposal 4 - Ratification of Independent Auditors. The Company's stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company's independent auditors for its fiscal year ending December 31, 2017.
Votes For | Votes Against | Abstensions | |
1,046,665,549 | 3,776,172 | 858,379 | |
Proposal 5 - Stockholder Proposal Regarding Stockholder Action by Written Consent Without a Meeting. The Company's stockholders did not approve the stockholder proposal regarding stockholder action by written consent without a meeting.
Votes For | Votes Against | Abstensions | Broker Non-Votes |
344,068,105 | 607,517,579 | 3,184,058 | 96,530,358 |
Proposal 6 - Stockholder Proposal Regarding a Sustainability Report. The stockholder proponent withdrew this proposal prior to the 2017 Annual Meeting; accordingly, it was not submitted to a vote at the 2017 Annual Meeting.
Proposal 7 - Stockholder Proposal Regarding a “Net-Zero” Greenhouse Gas Emissions Report. The Company's stockholders did not approve the stockholder proposal regarding a “net-zero” greenhouse gas emissions report.
Votes For | Votes Against | Abstensions | Broker Non-Votes |
218,275,913 | 696,643,397 | 39,850,432 | 96,530,358 |
Item 9.01. Financial Statements and Exhibits
Exhibit Number Description
3.1 | Certificate of Amendment of the Amended and Restated Certificate of Incorporation of |
PayPal Holdings, Inc.
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.
PayPal Holdings, Inc. | |
(Registrant) | |
Date: May 25, 2017 | /s/ Brian Y. Yamasaki |
Name: Brian Y. Yamasaki | |
Title: Vice President, Corporate Legal and Secretary | |
INDEX TO EXHIBITS
Exhibit Number Description
3.1 | Certificate of Amendment of the Amended and Restated Certificate of Incorporation of |
PayPal Holdings, Inc.