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.
On January 17, 2019, PayPal Holdings, Inc. (the “Company”) announced that Debbie Messemer had been appointed as a new member of the Company’s Board of Directors (the “Board”) and a member of the Audit, Risk and Compliance Committee of the Board, effective January 16, 2019. Ms. Messemer fills a vacancy created by an increase in the size of the Board from 11 to 12, and her term of office will expire at the Company’s 2019 annual meeting of stockholders or when her successor has been elected and qualified. As a non-employee director, Ms. Messemer will be entitled to receive compensation in accordance with the Company’s Independent Director Compensation Policy, as described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 17, 2018.
There is no arrangement or understanding between Ms. Messemer and any other persons to which Ms. Messemer was appointed as a director. Furthermore, there are no transactions in which the Company was a participant and in which Ms. Messemer had an interest that would be required to be reported under Item 404(a) of Regulation S-K.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On January 17, 2019, as part of its periodic review of the Company’s governing documents, the Company’s Board approved amendments to the Company’s Amended and Restated Bylaws to change the deadline for stockholder notice of business to be brought before an annual meeting in certain circumstances and to permit the Board to require additional information and agreements from nominees to the Board. The foregoing description of the changes made to the Company’s Bylaws is qualified in its entirety by reference to the full text of the Amended and Restated Bylaws of the Company, marked to show the changes made, which are filed herewith as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
The Amended and Restated Bylaws of the Company reflecting those amendments became effective immediately upon approval by the Board.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No. |
Description of Exhibits |
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Amended and Restated Bylaws of PayPal Holdings, Inc. effective January 17, 2019 (marked to show changes to Bylaws) |
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PayPal Holdings, Inc. Exhibit
EX-3.1 2 a8-kexhibit31.htm AMENDED AND RESTATED BYLAWS 1-17-19 Exhibit AMENDED AND RESTATED BYLAWS OF PAYPAL HOLDINGS,…
To view the full exhibit click here
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.
