PayPal Holdings, Inc. (NASDAQ:PYPL) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

ME Staff 8-k
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PayPal Holdings, Inc. (NASDAQ:PYPL) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

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 Companys
Board of Directors, the Companys stockholders approved an
amendment to the Companys 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 Companys 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.


About PayPal Holdings, Inc. (NASDAQ:PYPL)

PayPal Holdings, Inc. (PayPal) is a technology platform company that enables digital and mobile payments on behalf of consumers and merchants across the world. The Company allows businesses of all sizes to accept payments from merchant Websites, mobile devices and applications, and at offline retail locations through a range of payment solutions. Its combined payment solution capabilities, including its PayPal, PayPal Credit, Braintree, Venmo and Xoom products, comprise its Payments Platform. It allows its customers to use their account to both purchase and be paid for goods, as well as transfer and withdraw funds. A consumer can typically fund a purchase using a bank account, a PayPal account balance, a PayPal Credit account, a credit or debit card or other stored value products, such as coupons and gift cards. The PayPal, Venmo, and Xoom products allow friends and family to transfer funds to each other, including cross border transfers using several of these funding sources.

PayPal Holdings, Inc. (NASDAQ:PYPL) Recent Trading Information

PayPal Holdings, Inc. (NASDAQ:PYPL) closed its last trading session down -0.12 at 50.93 with 4,930,534 shares trading hands.