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): April 29, 2020
Commission file number 001-16111
(Exact name of registrant as specified in charter)
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
, | , | |||||
(Address of principal executive offices) | (Zip Code) | |||||
Registrant’s telephone number, including area code: (770 ) 829-8000
NONE |
(Former name, former address and former fiscal year, if changed since last report) |
Securities registered pursuant to Section 12(b) of the Act | ||
Title of each class | Trading symbol | Name of exchange on which registered |
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):
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.
At the Annual Meeting of Shareholders held on April 29, 2020 (the 'Annual Meeting'), the shareholders of Global Payments Inc. (the "Company") approved amendments to the Company’s Third Amended and Restated Articles of Incorporation (the "Articles") to eliminate supermajority voting requirements. The amendments to Article III and Article V of the Articles provide that the affirmative vote of at least a majority of the then outstanding shares of common stock entitled to vote on a matter may (i) remove directors for cause and (ii) amend the Company’s bylaws. The amendments to the Articles were effective upon filing Articles of Amendment with the Secretary of State of Georgia on April 29, 2020. The Articles of Amendment are attached hereto as Exhibit 3.1 and are incorporated herein by reference.
The Board of Directors of the Company also approved amendments to the Company’s Ninth Amended and Restated Bylaws (the "Bylaws") to eliminate supermajority voting requirements. The Amendments to the Bylaws provide that the affirmative vote of at least a majority of then outstanding shares of common stock and entitled to vote on a matter may (i) remove directors for cause, (ii) call a special meeting of the shareholders and (iii) alter, amend, repeal or adopt new bylaws. The amendments to the Bylaws were effective on April 29, 2020. The Tenth Amended and Restated Bylaws, reflecting the amendments, are attached hereto as Exhibit 3.2 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 shareholders voted on and approved all four proposals, each of which is described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on March 16, 2020. The final voting results were as follows:
Proposal 1. Each of the following directors were re-elected for a one-year term until the 2021 annual meeting of shareholders.
Nominee | Votes in Favor | Votes Against | Abstentions | Broker Non-Votes |
M. Troy Woods | 242,363,447 | 3,781,575 | 148,272 | 24,324,184 |
Kriss Cloninger III | 244,876,089 | 1,207,917 | 209,288 | 24,324,184 |
Jeffrey S. Sloan | 243,817,061 | 2,351,503 | 124,730 | 24,324,184 |
F. Thaddeus Arroyo | 245,226,694 | 853,431 | 213,169 | 24,324,184 |
Robert H.B. Baldwin, Jr. | 140,807,128 | 105,371,355 | 114,811 | 24,324,184 |
John G. Bruno | 244,756,800 | 1,347,210 | 189,284 | 24,324,184 |
William I Jacobs | 221,125,587 | 25,038,727 | 128,980 | 24,324,184 |
Joia M. Johnson | 245,148,265 | 971,392 | 173,637 | 24,324,184 |
Ruth Ann Marshall | 242,111,088 | 4,044,462 | 137,744 | 24,324,184 |
Connie D. McDaniel | 244,680,184 | 1,442,687 | 170,423 | 24,324,184 |
William B. Plummer | 244,959,209 | 1,149,269 | 184,816 | 24,324,184 |
John T. Turner | 243,452,184 | 1,888,216 | 952,894 | 24,324,184 |
Proposal 2. Approval, on an advisory basis, of the compensation of the Company’s named executive officers for the year ended December 31, 2019.
Votes in Favor | Votes Against | Abstentions | Broker Non-Votes |
233,443,141 | 12,358,934 | 491,219 | 24,324,184 |
Proposal 3. Approval of amendments to the Company’s Articles to eliminate supermajority voting requirements.
Votes in Favor | Votes Against | Abstentions | Broker Non-Votes |
245,663,254 | 425,473 | 204,567 | 24,324,184 |
Proposal 4. Ratification of the reappointment of Deloitte & Touche LLP as the Company’s independent public accountants for the calendar year ending December 31, 2020.
Votes in Favor | Votes Against | Abstentions | Broker Non-Votes |
265,908,516 | 4,527,888 | 181,074 | 0 |
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. | Description |
3.1 | |
3.2 | |
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.
GLOBAL PAYMENTS INC. | |||
Date: | May 1, 2020 | By: /s/ Paul M. Todd | |
Paul M. Todd | |||
Senior Executive Vice President and Chief Financial Officer | |||