PayPal Holdings, Inc. (NASDAQ:PYPL) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

At the 2018 Annual Meeting of Stockholders of PayPal Holdings, Inc. (“PayPal” or the “Company”) held on May 23, 2018 (the “Annual Meeting”), the Company’s stockholders, upon the recommendation of the Company’s Board of Directors, approved: (a) the amendment and restatement of the PayPal Holdings, Inc. 2015 Equity Incentive Award Plan (the “2015 Plan” and, as amended and restated, the “Amended Equity Plan”), and (b) the amendment and restatement of the PayPal Holdings, Inc. Employee Stock Purchase Plan (the “ESPP” and, as amended and restated, the “Amended ESPP”).

The Amended Equity Plan increased the number of shares of common stock of the Company (the “Shares”) reserved for issuance under the 2015 Plan by an additional 37 million Shares. The Amended Equity Plan also (i) takes into account the Tax Cuts and Jobs Act and the impact on Section 162(m) of the Internal Revenue Code, (ii) revised the minimum vesting provision to reflect that no portion of any awards granted under the 2015 Plan following the Annual Meeting shall vest before the one-year anniversary of the date of grant, with certain limited exceptions (the previous minimum vesting provision applied only to full value awards and allowed awards to become vested on one or more vesting dates over a period of not less than three years, or in the case of vesting based on attainment of performance based objectives, over a period of not less than one year measured from the commencement of the period over which performance is evaluated), (iii) revised the 2015 Plan to provide that dividend payments may not be made prior to vesting for all award types, (iv) revised the definition of “Effective Date” under the 2015 Plan to be the date the 2015 Plan was last approved by the Company’s stockholders, and (v) revised various other provisions related to the administration and interpretation of the 2015 Plan.

The Amended ESPP increased the number of Shares reserved for issuance under the ESPP by 50 million Shares. The amendment and restatement of the ESPP also included other administrative, clarifying, and conforming changes.

Summaries of the Amended Equity Plan and the Amended ESPP were also included as part of Proposal 3 and Proposal 4, respectively, in the Company’s definitive proxy statement filed on Schedule 14A with the Securities and Exchange Commission on April 12, 2018 (the “Proxy Statement”). The summaries of the Amended Equity Plan and the Amended ESPP provided herein and those contained in the Proxy Statement are qualified in their entirety by reference to the full text of the Amended Equity Plan and the Amended ESPP, which are respectively filed as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K, and are incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders.

At the Annual Meeting, the Company’s stockholders:

Set forth below with respect to each such matter, are the number of votes cast for or against, the number of abstentions and the number of broker non-votes.

1. Election of Directors.

2. Advisory Vote to Approve Named Executive Officer Compensation.

3. Approval of the PayPal Holdings, Inc. Amended and Restated 2015 Equity Incentive Award Plan.

4. Approval of the PayPal Holdings, Inc. Amended and Restated Employee Stock Purchase Plan.

5. Ratification of Appointment of Independent Auditor.

6. Stockholder Proposal Regarding Stockholder Proxy Access Enhancement.

7. Stockholder Proposal Regarding Political Transparency.

8. Stockholder Proposal Regarding Human and Indigenous Peoples’ Rights.

Item 9.01. Financial Statements and Exhibits.

(d)Exhibits.

The following exhibits are filed with this report:

PayPal Holdings, Inc. Exhibit
EX-10.1 2 exhibit101areiap.htm EXHIBIT 10.1 Exhibit Exhibit 10.1PayPal Holdings,…
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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.