PayPal Holdings Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
$PYPL
Diversified Commercial Services
Industrials
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 19, 2026
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction | (Commission File Number) | (I.R.S. Employer | ||||||
| of incorporation) | Identification No.) | |||||||
(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):
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
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 ☐
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b) and (e)
As previously announced on April 29, 2026, effective as of June 2, 2026, Diego Scotti will cease to serve as the EVP, General Manager, Consumer Group of the Company. In connection with Mr. Scotti’s departure, the Company and Mr. Scotti entered into a separation and release agreement on May 20, 2026, which provides that Mr. Scotti will be eligible to receive the severance payments and benefits applicable upon a termination without cause (and not in connection with a change in control of the Company) under the Company’s Executive Change in Control and Severance Plan.
(e)
At the 2026 Annual Meeting of Stockholders of PayPal Holdings, Inc. (the “Company”) held on May 19, 2026 (the “Annual Meeting”), the stockholders, upon the recommendation of the Company’s Board of Directors, approved the PayPal Holdings, Inc. 2026 Equity Incentive Award Plan (the “2026 Plan”) to replace the PayPal Holdings, Inc. 2015 Equity Incentive Award Plan, as amended and restated (the “2015 Plan”) as the source of equity awards granted on or after May 19, 2026. The 2026 Plan authorizes the issuance of up to 39,100,000 shares of the Company’s common stock, plus up to 44,600,000 shares of the Company’s common stock underlying awards granted under the 2015 Plan that expire or are terminated, are settled in cash without the delivery of shares, or otherwise become available in accordance with the terms of the 2015 Plan after May 19, 2026.
A summary of the 2026 Plan was included as part of Proposal 3 in the Company’s definitive proxy statement filed on Schedule 14A with the Securities and Exchange Commission on April 7, 2026 (the “Proxy Statement”). The summary of the 2026 Plan provided herein and contained in the Proxy Statement is qualified in its entirety by reference to the full text of the 2026 Plan, a copy of which was filed as Exhibit 99.1 to the Company’s Registration Statement on Form S-8 filed on May 19, 2026, which is incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the Annual Meeting, the stockholders:
1.Elected the 11 director nominees named in the Company’s Proxy Statement to serve as directors until the Company’s 2027 Annual Meeting of Stockholders and until their respective successors are elected and qualified.
2.Approved, on an advisory basis, the compensation of the named executive officers.
3.Approved the 2026 Equity Incentive Award Plan.
4.Ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent auditor for 2026.
5.Did not approve the stockholder proposal titled “Policy on Provision of Services in Conflict Zones."
6.Did not approve the stockholder proposal titled “Reduce Threshold to Call Special Meeting of Stockholders.”
Set forth below are the voting results for each matter presented at the Annual Meeting. Percentages provided are based on the votes used to determine the results for such proposal under the applicable approval standard disclosed in the Proxy Statement.
Proposal 1: Election of Directors:
| Director Nominees | Votes For | % For* | Votes Against | % Against | Abstentions | Broker Non-Votes | ||||||||||||||
| Joy Chik | 535,017,654 | 98.8% | 6,769,748 | 1.2% | 772,326 | 146,472,262 | ||||||||||||||
| Jonathan Christodoro | 530,119,491 | 97.9% | 11,632,006 | 2.1% | 808,231 | 146,472,262 | ||||||||||||||
| Carmine Di Sibio | 532,984,933 | 98.4% | 8,448,488 | 1.6% | 1,126,307 | 146,472,262 | ||||||||||||||
| David W. Dorman | 530,829,167 | 98.0% | 10,926,225 | 2.0% | 804,336 | 146,472,262 | ||||||||||||||
| Alyssa H. Henry | 537,938,347 | 99.3% | 3,831,299 | 0.7% | 790,082 | 146,472,262 | ||||||||||||||
| Enrique Lores | 532,701,640 | 98.3% | 9,035,482 | 1.7% | 822,606 | 146,472,262 | ||||||||||||||
| Deborah M. Messemer | 530,533,902 | 98.0% | 10,828,669 | 2.0% | 1,197,157 | 146,472,262 | ||||||||||||||
| David M. Moffett | 527,036,484 | 97.3% | 14,741,211 | 2.7% | 782,033 | 146,472,262 | ||||||||||||||
| Ann M. Sarnoff | 531,946,116 | 98.2% | 9,828,006 | 1.8% | 785,606 | 146,472,262 | ||||||||||||||
| Deirdre Stanley | 537,761,764 | 99.3% | 4,004,469 | 0.7% | 793,495 | 146,472,262 | ||||||||||||||
| Frank D. Yeary | 523,177,854 | 96.6% | 18,576,479 | 3.4% | 805,395 | 146,472,262 | ||||||||||||||
*Percentage results reported throughout this Form 8-K may not sum due to rounding.
Each of the 11 nominees was elected to the Board, each to hold office until the Company’s 2027 Annual Meeting of Stockholders and until their respective successors are elected and qualified.
Proposal 2: Advisory Vote to Approve Named Executive Officer Compensation:
| Votes For | 489,234,017 | 90.2 | % | |||||
| Votes Against | 51,332,440 | 9.5 | % | |||||
| Abstentions | 1,993,271 | 0.4 | % | |||||
| Broker Non-Votes | 146,472,262 | |||||||
The proposal was approved.
Proposal 3: Approval of the PayPal Holdings, Inc. 2026 Equity Incentive Award Plan:
| Votes For | 393,127,172 | 72.5 | % | |||||
| Votes Against | 147,830,153 | 27.2 | % | |||||
| Abstentions | 1,602,403 | 0.3 | % | |||||
| Broker Non-Votes | 146,472,262 | |||||||
The proposal was approved.
Proposal 4: Ratification of the Appointment of PricewaterhouseCoopers LLP as the Company’s Independent Auditor for 2026:
| Votes For | 628,102,059 | 91.2 | % | |||||
| Votes Against | 59,185,483 | 8.6 | % | |||||
| Abstentions | 1,744,448 | 0.3 | % | |||||
| Broker Non-Votes | n/a | |||||||
The appointment was ratified.
Proposal 5: Stockholder Proposal: Policy on Provision of Services in Conflict Zones:
| Votes For | 60,838,341 | 11.2 | % | |||||
| Votes Against | 472,711,127 | 87.1 | % | |||||
| Abstentions | 9,010,260 | 1.7 | % | |||||
| Broker Non-Votes | 146,472,262 | |||||||
The proposal was not approved.
Proposal 6: Stockholder Proposal: Reduce Threshold to Call Special Meeting of Stockholders:
| Votes For | 223,212,977 | 41.1 | % | |||||
| Votes Against | 316,778,143 | 58.4 | % | |||||
| Abstentions | 2,568,608 | 0.5 | % | |||||
| Broker Non-Votes | 146,472,262 | |||||||
The proposal was not approved.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number | Exhibit Title or Description | ||||
| 10.1 | |||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | ||||
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 21, 2026 | /s/ Brian Y. Yamasaki | ||||
Name: Brian Y. Yamasaki | |||||
Title: Vice President, Corporate Legal and Secretary | |||||