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As filed with the Securities and Exchange Commission on September 26, 2014

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A

(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE

SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant  x                             Filed by a Party other than the Registrant  ¨

Check the appropriate box:

GLOBAL PAYMENTS INC.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

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10 Glenlake Parkway, North Tower

Atlanta, Georgia 30328

(770) 829-8234

September 26, 2014

Dear Shareholder:

The board of directors and officers of Global Payments Inc. join me in extending to you a cordial invitation to attend our 2014 annual meeting of shareholders. The meeting will be held on Wednesday, November 19, 2014, at 9:00 a.m. Eastern Standard Time, at our offices at 10 Glenlake Parkway, North Tower, Atlanta, Georgia 30328-3473. At the annual meeting, shareholders will be asked to vote on three proposals set forth in the Notice of 2014 Annual Meeting of Shareholders and the proxy statement following this letter.

Whether or not you plan to attend the annual meeting, it is important that your shares are represented and voted regardless of the size of your holdings. I urge you to vote promptly and submit your proxy via the internet, by telephone or by signing, dating and returning the enclosed proxy card in the enclosed envelope. If you decide to attend the annual meeting, you will be able to vote in person, even if you have submitted your proxy previously.

If you have any questions concerning the annual meeting and you are the shareholder of record of your shares, please contact our Investor Relations department at Investor.Relations@globalpay.com or (770) 829-8234. If your shares are held by a broker or other nominee (that is, in “street name”), please contact your broker or other nominee for questions concerning the annual meeting.

We look forward to seeing you on November 19th.

Sincerely,
Jeffrey S. Sloan Chief Executive Officer				William I Jacobs Chairman of the Board

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10 Glenlake Parkway, North Tower

Atlanta, Georgia 30328

September 26, 2014

NOTICE OF 2014 ANNUAL MEETING OF SHAREHOLDERS

The 2014 annual meeting of shareholders of Global Payments Inc. (the “Company”), will be held at the Company’s offices at 10 Glenlake Parkway, North Tower, Atlanta, Georgia, 30328-3473 on Wednesday, November 19, 2014, at 9:00 a.m. Eastern Standard Time, for the following purposes:

The shareholders may also transact any other business that may properly come before the annual meeting or any adjournments or postponements thereof.

On September 26, 2014, we mailed a notice of electronic availability of proxy materials to our shareholders. Only shareholders of record at the close of business on September 12, 2014 are entitled to receive notice of, and to vote at, the annual meeting or any adjournment or postponement thereof. If you do not attend the annual meeting, you may vote your shares via the internet or by telephone, as instructed in the Notice of Electronic Availability of Proxy Materials, or if you received your proxy materials by mail, you may also vote by mail.

YOUR VOTE IS IMPORTANT

Submitting your proxy does not affect your right to vote in person if you attend the annual meeting. Instead, it benefits us by reducing the expenses of additional proxy solicitation. Therefore, we urge you to submit your proxy as soon as possible, regardless of whether or not you expect to attend the annual meeting. You may revoke your proxy at any time before its exercise by (i) delivering written notice of revocation to our Corporate Secretary, David L. Green, at the above address, (ii) submitting to us a duly executed proxy card bearing a later date, (iii) voting via the internet or by telephone at a later date, or (iv) appearing at the annual meeting and voting in person; provided, however, that no such revocation under clause (i) or (ii) shall be effective until written notice of revocation or a later dated proxy card is received by the Corporate Secretary at or before the annual meeting, and no such revocation under clause (iii) shall be effective unless received on or before 11:59 p.m., Eastern Standard Time, on November 18, 2014.

When you submit your proxy, you authorize Jeffrey S. Sloan and David L. Green, or either one of them, each with full power of substitution, to vote your shares at the annual meeting in accordance with your instructions or, if no instructions are given, for the election of the director nominees, for the approval, on an advisory basis, of the compensation of our named executive officers, and for the ratification of the reappointment of Deloitte as the Company’s independent public accounting firm. The proxies, in their discretion, are further authorized to vote on any adjournments or postponements of the annual meeting, for the election of one or more persons to the board of directors if any of the nominees becomes unable to serve or for good cause will not serve, on matters which the board does not know a reasonable time before making the proxy solicitations will be presented at the annual meeting, or any other matters which may properly come before the annual meeting and any postponements or adjournments thereto.

By Order of the Board of Directors,

David L. Green Executive Vice President, General Counsel and Corporate Secretary

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PROXY SUMMARY

This summary highlights information contained elsewhere in this proxy statement, but does not contain all of the information you should consider before voting your shares. For complete information regarding the 2014 annual shareholder meeting, which we refer to as the “annual meeting,” the proposals to be voted on at the annual meeting, and our performance during the fiscal year ended May 31, 2014, or fiscal 2014, please review the entire proxy statement and our Annual Report on Form 10-K for fiscal 2014. In this proxy statement, the “company,” “we,” “our” and “us” refer to Global Payments Inc. and its consolidated subsidiaries, unless the context requires otherwise.

Information About Our 2014 Annual Shareholder Meeting

Proposals and Voting Recommendations

Fiscal 2014 Company Performance Highlights

We experienced strong business and financial performance around the world during fiscal 2014. Highlights include the following:

Significant Leadership Changes (Page 11)

This has been a pivotal year in terms of setting the course for our long-term outlook. As previously reported, Paul R. Garcia, who played an integral role in our growth and successes during his 12-year tenure as our Chief Executive Officer and Chairman of the Board, retired as Chief Executive Officer in October 2013 and as Chairman of the Board in May 2014. In connection with or following Mr. Garcia’s retirement, our board of directors made several leadership changes, the most significant of which include the following:

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Corporate Governance Highlights (Page 11)

Our board of directors values independent, effective and ethical corporate governance. Highlights of our corporate governance structure include the following:

Director Nominees (Page 7)

Tenure (Years)

Principal Occupation

Independent

Audit Committee

Compensation Committee

Governance & Risk Oversight Committee

Technology Committee

Jeffrey S. Sloan

< 1

Chief Executive Officer, Global Payments Inc.

No

John G. Bruno

< 1

EVP and Chief Information Officer, Aon Plc

Yes

Michael W. Trapp

11

Former Managing Partner, Ernst & Young LLP (southeast area)

Yes

Gerald J. Wilkins

12

President, WJG Consulting, Inc.

Yes

Named Executive Officers

In the “Compensation of Named Executive Officers” section of this proxy statement, we have provided specific data about the compensation of our “named executive officers,” as defined by rules promulgated by the Securities and Exchange Commission, or the SEC, for fiscal 2014. In accordance with SEC rules, two individuals (Mr. Garcia and Ms. Tornay) are named executive officers for purposes of describing our compensation during fiscal 2014, even though these individuals are no longer executive officers of our company. In addition, our current principal financial officer (Mr. Bready) is not a named executive officer because he joined our company after fiscal 2014. Our named executive officers include the following individuals:

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Compensation Philosophy and Highlights (Page 21)

Core Compensation Components

The core components of our compensation plan for each of our named executive officers include base salary, short-term cash incentives (annual incentive awards) and long-term equity incentives (performance units and TSR units). Highlights are below:

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QUESTIONS AND ANSWERS ABOUT OUR ANNUAL MEETING AND THIS PROXY STATEMENT

1. Why did I receive these materials?

This proxy statement is being furnished to solicit proxies on behalf of the board of directors of our company for use at the 2014 annual meeting of shareholders and at any adjournments or postponements thereof. The annual meeting will be held at our offices at 10 Glenlake Parkway, North Tower, Atlanta, Georgia, 30328-3473 on November 19, 2014, at 9:00 a.m., Eastern Standard Time.

2. What am I voting on and how does the board of directors recommend that I vote?

Our board of directors recommends that you vote FOR each of the three proposals scheduled to be voted on at the meeting, which include the following:

3. Could other matters be decided at the annual meeting?

Yes. The shareholders may transact any other business that may properly come before the annual meeting or any adjournments or postponements thereof. If any other matter properly comes before the meeting and you have submitted your proxy, the proxy holders will vote as recommended by the board or, if no recommendation is made, in their own discretion. The board of directors is not currently aware of any properly submitted shareholder proposals.

4. Why did I receive a mailed notice of internet availability of proxy materials instead of a full set of proxy materials?

As permitted by the SEC, we are making this proxy statement and our annual report available to our shareholders electronically via the internet. The notice contains instructions on how to access this proxy statement and our annual report and how to vote online or submit your proxy over the internet or by telephone. You will not receive a printed copy of the proxy materials in the mail unless you request one, which you may do by following the instructions contained in the notice. We encourage you to take advantage of the electronic availability of proxy materials to help reduce the cost and environmental impact of the annual meeting.

5. How do I vote?

If you received a notice of electronic availability, that notice provides instructions on how to vote by internet, by telephone or by requesting and returning a paper proxy card. You may submit your proxy voting instructions via the internet or telephone by following the instructions provided in the notice. The internet and telephone voting procedures are designed to authenticate your identity, to allow you to vote your shares, and to confirm that your voting instructions are properly recorded. If your shares are held in the name of a bank or a broker, the availability of internet and telephone voting will depend on the voting processes of the bank or broker. Therefore, we recommend that you follow the instructions on the form you receive. If you received a printed version of the proxy materials by mail, you may vote by following the instructions provided with your proxy materials and on your proxy card.

6. What if I change my mind after I vote?

Your submission of a proxy via the internet, by telephone or by mail does not affect your right to attend the annual meeting in person. You may revoke your proxy at any time before it is exercised in any of the following ways:

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7. Who is entitled to vote?

All shareholders who owned shares of our common stock at the close of business on September 12, 2014 are entitled to vote at the annual meeting. On that date, there were approximately 67,637,173 shares of common stock issued and outstanding, held by approximately 2,289 shareholders. Shareholders are entitled to one vote per share.

8. How many votes must be present to hold the annual meeting?

In order for any business to be conducted, the holders of a majority of the shares entitled to vote at the annual meeting must be present, either in person or by proxy. This is referred to as a “quorum.” Abstentions and broker non-votes (described below) will be treated as present for purposes of establishing a quorum. If a quorum is not present, the annual meeting may be adjourned by the holders of a majority of the shares represented at the annual meeting. The annual meeting may be rescheduled at the time of the adjournment with no further notice of the reconvened meeting if the date, time and place of the reconvened meeting are announced at the adjourned meeting before its adjournment; provided, however, that if a new record date is or must be fixed, notice of the reconvened meeting must be given to the shareholders of record as of the new record date. An adjournment will have no effect on the business to be conducted at the meeting.

9. What are the voting standards for the proposals?

Each of the three scheduled proposals will be approved by the affirmative vote of a majority of the votes cast. This means that a proposal is approved if the number of shares voted “for” the proposal exceeds the number of shares voted “against” the proposal.

10. What is the difference between a “shareholder of record” and a “beneficial owner of shares held in street name?”

Shareholders of record. If your shares are registered directly in your name with our transfer agent, Computershare, you are the shareholder of record with respect to those shares, and we sent the notice of electronic availability directly to you. If you request copies of the proxy materials by mail, you will receive a proxy card.

Beneficial owners of shares held in street name. If your shares are held in an account at a brokerage firm, bank, broker-dealer or other similar organization, then you are the beneficial owner of shares held in “street name,” and the notice of electronic availability was forwarded to you by that organization. The organization holding your account is considered the shareholder of record for purposes of voting at the annual meeting. As a beneficial owner, you have the right to direct that organization on how to vote the shares held in your account. If you request copies of the proxy materials by mail, you will receive a voting instruction form.

11. What happens if I do not return a proxy or do not give specific voting instructions?

Shareholders of record. If you are a shareholder of record and you do not vote via the internet, by telephone or by mail, your shares will not be voted unless you attend the annual meeting to vote them in person. If you are a shareholder of record and you sign and return a proxy card without giving specific voting instructions, then your shares will be voted in the manner recommended by the board of directors on all matters presented in this proxy statement and as the proxy holders may determine in their discretion with respect to any other matters properly presented for a vote at the annual meeting.

Beneficial owners of shares held in street name. If you hold your shares in street name and do not provide voting instructions to your broker, your broker will have the discretionary authority to vote your shares only on proposals that are considered “routine.” The only proposal at the annual meeting that is considered routine is the ratification of the reappointment of our independent auditor. All of the other proposals are considered “non-routine,” which means that your broker will not have the discretionary authority to vote your shares with respect to such proposals. Shares for which a broker lacks discretionary voting authority are referred to as “broker non-votes.” Broker non-votes are counted as present for the purpose of establishing a quorum, but whether they are counted for purpose of voting on proposals depends on the voting standard for the particular proposal. Since each of the scheduled proposals requires approval by a majority of votes cast, abstentions and broker non-votes will not be counted as votes “for” or “against” the proposal. As a result, although abstentions and broker non-votes may be counted for the purpose of establishing a quorum for the meeting, they have no effect on the voting results.

12. What should I do if I receive more than one proxy or voting instruction card?

Shareholders may receive more than one set of voting materials, including multiple copies of the notice of electronic availability, these proxy materials and proxy cards or voting instruction cards. For example, shareholders who hold shares in more than one brokerage account may receive separate notices for each brokerage account in which shares are held. Shareholders of record whose shares are registered in more than one name will receive more than one notice. You should vote in accordance with all of the notices you receive to ensure that all of your shares are counted.

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13. Who will count the votes?

We have designated a representative of Computershare, our transfer agent, as the inspector of election who will count the votes.

14. Who pays the cost of proxy solicitation?

The cost of soliciting proxies will be borne by us. However, shareholders voting electronically (via phone or the internet) should understand that there may be costs associated with electronic access, such as usage charges from internet service providers or telephone companies. In addition to solicitation of shareholders of record by mail, telephone, or personal contact, arrangements will be made with brokerage houses to furnish proxy materials to their principals, and we may reimburse them for mailing expenses. Custodians and fiduciaries will be supplied with proxy materials to forward to beneficial owners of common stock.

15. May I propose actions for consideration at next year’s annual shareholder meeting?

Yes. SEC rules establish the eligibility requirements and the procedures that must be followed for a shareholder’s proposal to be included in our proxy statement. Under those rules, any shareholder wishing to have a proposal considered for inclusion in our proxy statement for the 2015 annual meeting must submit his or her proposal to us in writing on or before May 29, 2015, which is 120 days before the one-year anniversary of the mailing of this proxy statement. Proposals must comply with all applicable SEC rules and our bylaws. In addition, if a shareholder wishes to present a proposal at the 2015 annual meeting, whether or not the proposal is intended to be included in the 2015 proxy material, our bylaws require that the shareholder give advance written notice to us on or after April 29, 2015 and on or before May 29, 2015. A shareholder may be permitted to present a proposal at the 2015 annual meeting, even if the proposal was not included in the 2015 proxy material. In such a case, if the proposal is received after August 12, 2015, which is 45 calendar days prior to the one-year anniversary of the mailing of this proxy statement, we believe that the proxy holder would have the discretionary authority granted by the proxy cards (and as permitted under SEC rules) to vote on the proposal on behalf of the shareholders who submitted proxies.

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PROPOSAL ONE:

ELECTION OF DIRECTORS

Our board of directors currently consists of nine members who are divided into three classes, with the term of office of each class ending in successive years. Each class of directors serves staggered three-year terms. We have three directors in each of the three classes, as shown below:

Our board of directors has nominated each of the following four directors for election at the annual meeting:

If elected, Mr. Sloan will serve a term that expires in 2016 (along with the other Class I directors) or until his successor has been duly elected and qualified. If elected, Messrs. Bruno, Trapp and Wilkins will serve three-year terms expiring in 2017 or until their respective successors have been duly elected and qualified. In each case, the director nominee, if elected, will serve a shorter term in the event of his resignation, retirement, disqualification, removal from office or death. In the event that any of the nominees is unable to serve (which is not anticipated), the persons designated as proxies will cast votes for such other person(s) as they may select.

The affirmative vote of at least a majority of the votes cast with respect to the director nominee at the annual meeting at which a quorum is present is required for the election of each of the nominees. If a choice is specified on the proxy card by a shareholder, the shares will be voted as specified. If no specification is made, the shares will be voted “FOR” each of the four nominees.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE

“FOR” THE ELECTION OF ALL OF THE NOMINEES FOR DIRECTOR.

Nominees for Election as Directors

Biographical and other information about each director nominated for election is set forth below:

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Biographical information with respect the directors whose terms do not expire at the 2014 annual meeting is set forth below.

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There is no family relationship between any of our executive officers or directors. There are no arrangements or understandings between any of our directors and any other person pursuant to which any of them was elected as a director, other than arrangements or understandings with the directors solely in their capacities as such.

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CORPORATE GOVERNANCE

Board Leadership

Our board of directors does not have a formal policy on whether the same person should serve as the Chairman of the Board and the Chief Executive Officer. However, pursuant to our Corporate Governance Guidelines, if the Chairman of the Board is not an independent director, the board is required to appoint an independent director as a lead independent director to fulfill the following responsibilities:

Paul R. Garcia served as our Chairman and Chief Executive Officer from 2002 until he notified us on October 1, 2013 of his decision to retire as Chief Executive Officer. In light of Mr. Garcia’s lengthy tenure as Chief Executive Officer since our company’s spin-off from our former parent company in 2001 and the integral leadership he provided since that date, our board believed that it was in the best interest of our shareholders for Mr. Garcia to serve as both Chairman and Chief Executive Officer, with an independent director designated as lead independent director. Mr. Jacobs served as our lead independent director from 2003 until May 31, 2014. Mr. Sloan was appointed as Chief Executive Officer on October 1, 2013 and as a director on January 7, 2014, but Mr. Garcia continued to serve as Chairman and an Executive Officer until May 31, 2014.

In connection with Mr. Garcia’s retirement and Mr. Sloan’s appointment as Chief Executive Officer, our board determined to separate the roles of Chairman and Chief Executive Officer and appointed Mr. Jacobs, our former lead independent director, as Chairman, effective June 1, 2014. Our board believes that its appointment of Mr. Jacobs as Chairman will further enhance the independent oversight of management, while continuing to provide the decisive leadership necessary for an effective Chairman. From his 13-year tenure as a member of our board and 11-year tenure as lead independent director, Mr. Jacobs has acquired a deep knowledge of our history and culture as well as the issues, opportunities and challenges facing our business. As a result, our board believes that Mr. Jacobs, like Mr. Garcia, is well-positioned to ensure that the board’s time and attention is focused on the most critical matters.

Any interested party may contact any or all of our directors by directing such communications to the applicable directors in care of the Corporate Secretary at our address at 10 Glenlake Parkway, North Tower, Atlanta, Georgia 30328-3473. Any correspondence received by the Corporate Secretary in accordance with the foregoing sentence will be forwarded to the applicable director or directors.

Board Independence

At least a majority of our directors, and all of the members of our Audit Committee, Compensation Committee and Governance and Risk Oversight Committee, must be “independent” based on the listing standards of the New York Stock Exchange, or the NYSE. Each year, our board of directors reviews the independence of our directors and considers, among other things, relationships and transactions during the past three years between each director or any member of his or her immediate family, on the one hand, and our company and our subsidiaries and affiliates, on the other hand. The purpose of the review is to determine whether any such relationships or transactions were inconsistent with a determination that the director is independent as defined under the NYSE listing standards.

The NYSE listing standards provide that to qualify as an “independent” director, in addition to satisfying certain bright-line criteria, our board of directors must affirmatively determine that a director has no material relationship with our company (either directly or as a partner, shareholder or officer of an organization that has a relationship with our company). Additional independence requirements established by the SEC and the NYSE apply to members of the Audit Committee and the Compensation Committee. Specifically, Audit Committee members may not accept, directly or indirectly, any consulting, advisory or other compensatory fee from our or any of our subsidiaries other than their directors’ compensation, and they may not be affiliated with our company or any

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of our subsidiaries. In addition, when affirmatively determining the independence of any director who will serve on the Compensation Committee, our board of directors must consider all factors specifically relevant to determining whether a director has a relationship to our company that is material to that director’s ability to be independent from management in connection with the duties of a member of the Compensation Committee, including (i) the source of compensation of the director, including any consulting, advisory or other compensatory fee paid by our company to such director; and (ii) whether the director is affiliated with our company, our subsidiaries or our affiliates.

In July 2014, our board of directors reviewed the independence of our directors and determined that all of our directors, except Mr. Sloan (our Chief Executive Officer), are independent under the NYSE listing standards.

Criteria for Board Membership

When making recommendations to our board of directors regarding director candidates, our Governance and Risk Oversight Committee evaluates candidates primarily based on the following criteria:

We do not have a formal diversity policy. However, as part of its evaluation of director candidates and in addition to other standards the committee may deem appropriate from time to time for the overall structure and composition of the board, the Governance and Risk Oversight Committee considers whether each candidate, if elected, assists in achieving a mix of board members that represent a diversity of background and experience. Accordingly, the committee seeks members from diverse professional backgrounds who combine a broad spectrum of relevant industry and strategic experience and expertise that, in concert, offer us and our shareholders diversity of opinion and insight in the areas most important to us and our corporate mission. The committee considers the independence of candidates for director nominees, including the appearance of any conflict in serving as a director. Candidates for director nominees who do not meet all of these criteria may still be considered for nomination if the committee believes the candidate will make an exceptional contribution to our company and our shareholders. In evaluating nominees, the committee also takes into account the consideration that members of the board of directors should collectively possess a broad range of skills, expertise, industry knowledge and other knowledge, business experience and other experience useful to the effective oversight of our business.

The Governance and Risk Oversight Committee considers candidates for director who are recommended by other members of the board of directors and by management, as well as those identified by any outside consultants who are periodically retained by the committee to assist in identifying possible candidates. The committee will evaluate potential nominees for open board positions suggested by shareholders on the same basis as all other potential nominees.

Committee Composition and Meeting Attendance

Our board of directors has established four standing committees, which include the Audit Committee, the Compensation Committee, the Governance and Risk Oversight Committee and the Technology Committee, all of which are comprised exclusively of independent directors.

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The following table provides information about current committee membership and meetings (during fiscal 2014) for our board and each committee:

		Audit Committee		Compensation Committee(1)		Governance and Risk Oversight Committee(2)		Technology Committee(3)
John G. Bruno										Chair
Alex W. Hart										Member
William I Jacobs										Financial Expert(4)
Ruth Ann Marshall
John M. Partridge
Alan M. Silberstein
Jeffrey S. Sloan
Michael W. Trapp
Gerald J. Wilkins
Meetings in Fiscal 2014		4		3		4		4

Our full board of directors met six times during fiscal 2014. All of our directors attended at least 75% of the meetings of the board in fiscal 2014 (or the portion of fiscal 2014 during which the individual served as a director), including meetings of the committees of which they were members. Pursuant to our Corporate Governance Guidelines, all of our directors are expected to attend the annual meeting of shareholders, and all of our directors attended the 2013 annual meeting.

Committee Responsibilities

Each of the committee charters and our corporate governance guidelines are available on our website, www.globalpaymentsinc.com, and will be provided free of charge, upon written request of any shareholder addressed to Global Payments Inc., 10 Glenlake Parkway, North Tower, Atlanta, Georgia 30328-3473, Attention: Investor Relations. Each committee is authorized to delegate responsibilities to subcommittees as appropriate. The responsibilities of each committee are described below.

Audit Committee

The Audit Committee, which was established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, helps ensure the integrity of our financial statements, our compliance with certain legal and regulatory requirements, the qualifications and independence of our independent auditor, the performance of our internal audit function and independent auditor, the effectiveness of our disclosure controls and the effectiveness of our procedures and internal controls over financial reporting. In addition, the Audit Committee is responsible for reviewing and approving or ratifying all related-party transactions that would require disclosure under Item 404 of Regulation S-K, promulgated under the Exchange Act. The Audit Committee also prepares a report that is included in this proxy statement. Members of the Audit Committee may not serve simultaneously on the audit committees of more than two other public companies unless our board of directors determines that such service would not impair the ability of the director to effectively serve on the Audit Committee.

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Compensation Committee

Responsibilities. The Compensation Committee reviews levels of compensation, benefits and performance criteria for our executive officers and administers all of our equity compensation plans. The Compensation Committee also considers our compensation programs from a risk perspective, conducting reviews and risk assessments of our compensation policies and practices and monitoring our compensation consultant, including our compensation consultant’s independence. See “Corporate Governance—Board Oversight of Risk Management” on page 14 for additional information about the Compensation Committee’s responsibilities relating to risk management.

Independent Compensation Consultant. The Compensation Committee retained the services of Meridian Compensation Partners LLC, an independent consulting firm, to provide compensation consulting services for fiscal 2014. The Compensation Discussion and Analysis section of this proxy statement describes our processes and procedures for the consideration and determination of executive compensation, including the role of the independent consultant in determining compensation.

Compensation Committee Interlocks and Insider Participation. None of the members of the Compensation Committee (i) has ever served as an officer or an employee of our company or any of our subsidiaries or (ii) has ever had any relationship requiring disclosure by us under Item 404 of Regulation S-K. None of our executive officers serves as a member of the board of directors or compensation committee, or similar committee, of any other company that has one or more of its executive officers serving as a member of our board of directors or Compensation Committee.

Technology Committee

The Technology Committee provides board-level oversight with regard to our technology and information security practices and serves as a liaison between our board of directors and management with regard to such matters. The Technology Committee reviews all of our key initiatives and practices relating to technology and information security, approves significant policies, monitors our compliance with regulatory requirements and industry standards and provides guidance with regard to strategic direction. The Technology Committee helps to ensure that the company’s strategic goals are aligned with and receive adequate support from our internal technology and information security providers. See “Corporate Governance—Board Oversight of Risk Management” on page 14 for additional information about the Technology Committee’s responsibilities.

Governance and Risk Oversight Committee

The Governance and Risk Oversight Committee’s primary responsibilities related to risk oversight are described below under “Corporate Governance—Board Oversight of Risk Management.” In addition to its risk oversight function, the Governance and Risk Oversight Committee is responsible for developing and recommending to the board of directors a set of corporate governance principles, evaluating and making recommendations regarding structure of the board and its committees and for identifying, discussing and proposing nominees (including incumbent directors) for open seats on the board of directors, based primarily on the criteria described under “Corporate Governance—Criteria for Board Membership” on page 12.

Board Oversight of Risk Management

Managing risk is an ongoing process inherent in all decisions made by management. Oversight of this process is one of the key functions of our board of directors, which regularly engages in discussion of the identification and management of our most significant risks. Our board of directors administers this oversight function primarily through the Governance and Risk Oversight Committee. Subject to oversight by the full board of directors, the Governance and Risk Oversight Committee is responsible for, among other things, overseeing the identification, assessment and management of the key risks we face, receiving recommendations from management, and determining our tolerance for these risks. The Governance and Risk Oversight Committee also directly oversees our enterprise risk management, or ERM, program to ensure appropriate risk identification, measurement and reporting.

The risk oversight responsibilities of the Governance and Risk Oversight Committee and the full board of directors are carried out with support from the Audit Committee, the Compensation Committee and the Technology Committee, each of which addresses risks specific to their respective areas of oversight outlined in their respective committee charters. In particular, subject to oversight by the full board of directors, the Audit Committee has the responsibility to consider and discuss our major financial and financial reporting risk exposures and the steps our management has taken or should take to monitor and control these exposures, including guidelines and policies to govern the process by which risk assessment and management is undertaken. The Audit Committee also assists the board of directors with overseeing our internal audit department, which has responsibility for providing an independent risk assessment and an assessment of the effectiveness of the risk mitigation activities developed by management. The Compensation Committee oversees the management of risks related to our executive compensation program, including a periodic review and risk assessment of our compensation policies and practices and the selection and monitoring of our compensation consultant. The Technology Committee is responsible for ensuring that we maintain adequate programs, policies and procedures to protect the security of our information. The full board of directors regularly receives reports from each of the committee chairs as well as senior management regarding its risk oversight function.

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Director Compensation

Our non-employee director compensation plan is designed to attract, retain and compensate highly-qualified independent directors by providing them with competitive compensation and an equity interest in our company to align their interests with those of our shareholders. We do not pay additional compensation to directors who are also our employees.

Our board amended our non-employee director compensation plan twice during fiscal 2014. Effective November 20, 2013, the date of our 2013 annual shareholder meeting, our board modified the plan to eliminate per-meeting fees in favor of increased cash retainers. All annual cash and stock retainers are payable in advance on the first business day after each annual meeting (prorated for partial periods for new directors). Specifically, all independent directors previously received $1,500 per regularly scheduled board meeting attended in person, except for the lead independent director who received $2,500 per board meeting attended in person. Independent directors who served on a committee received $1,500 per committee meeting attended in person, while the chairperson of such committee received $2,500. Independent directors received $1,000 per board and committee meeting attended telephonically.

Effective November 20, 2013, the annual cash and stock retainers were as follows:

In addition, in connection with the separation of the roles of Chief Executive Officer and Chairman of the Board, our board modified the plan, effective April 1, 2014, to contemplate an independent Chairman of the Board, rather than a lead independent director. Specifically, our board amended the plan to provide that if an independent director serves as Chairman of the Board (in which case no director would serve as lead independent director), the independent Chairman of the Board will receive an annual basic cash retainer of $85,000, an annual supplemental cash retainer of $90,000 and an annual stock retainer of $175,000.

The number of shares of our common stock granted as the annual stock retainer is based on the market price of our common stock on the grant date. As a result, Mr. Jacobs received 2,755 shares of common stock, and each of the other independent directors as of November 20, 2013 received 2,204 shares of common stock. The common stock was issued on November 21, 2013, the first business day following the 2013 annual meeting of shareholders.

Directors are also reimbursed for their out-of-pocket expenses incurred in connection with attendance at board and committee meetings.

In addition, all of the independent directors are eligible to participate in our Non-Qualified Deferred Compensation Plan described under “Corporate Governance—Director Compensation—Non-Qualified Deferred Compensation Plan” below. However, in fiscal 2014, only Ms. Marshall participated, and she did not receive any interest on deferred compensation at an above-market rate of interest in fiscal 2014.

The following table summarizes the compensation of our independent directors during fiscal 2014. Mr. Bruno joined the board on June 1, 2014 and, therefore, did not receive any compensation during fiscal 2014.

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Outstanding Options

The following table reflects the outstanding options (vested and unvested) for each non-employee director as of May 31, 2014. The “spread” value contained in the third column is calculated by multiplying the number of options outstanding by the difference between the value of our common stock at the $68.56 closing price on May 30, 2014 and the exercise price of the option.

Non-Qualified Deferred Compensation Plan

The non-employee directors are eligible to participate in the Company’s Non-Qualified Deferred Compensation Plan, which we refer to as the “deferred compensation plan.” Ms. Marshall is the only director who participated in the deferred compensation plan during fiscal 2014. Pursuant to the deferred compensation plan, non-employee directors are permitted to elect to defer up to 100% of their annual cash retainer and meeting fees. Participant accounts are credited with earnings based on the participant’s investment allocation among a menu of investment options selected by the deferred compensation plan administrator. Participants are 100% vested in the participant deferrals and related earnings. We do not make contributions to the deferred compensation plan and do not guarantee any return on participant account balances. Participants may allocate their plan accounts into sub-accounts that are payable upon separation from service or on designated specified dates. Except in the case of death or disability, participants may elect in advance to have their various account balances pay out in a single lump sum or in installments over a period of two to ten years. In the event a participant separates from service by reason of death or disability, the participant or his or her designated beneficiary will receive the undistributed portion of his or her account balances in a lump-sum payment. Subject to approval by the deferred compensation plan administrator, in the event of an unforeseen financial emergency beyond the participant’s control, a participant may request a withdrawal from an account up to the amount necessary to satisfy the emergency (provided the participant does not have the financial resources to otherwise meet the hardship).

Target Stock Ownership Guidelines

The Compensation Committee has implemented stock ownership guidelines for our directors in order to foster equity ownership and align the interests of our directors with our shareholders. Within three years of becoming a director, each director is expected to beneficially own a number of shares of our common stock at least equal in value to 300% of the director’s annual cash retainer.

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COMMON STOCK OWNERSHIP

Common Stock Ownership by Management

The following table sets forth information as of September 12, 2014 with respect to the beneficial ownership of our common stock by (i) each of our directors, (ii) each of our named executive officers, and (iii) the 17 persons, as a group, who were directors or executive officers of our company on September 12, 2014.

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Common Stock Ownership by Non-Management Shareholders

The following table sets forth information with respect to the only persons who are known by us to be the beneficial owners of more than 5% of the outstanding shares of our common stock.

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BIOGRAPHICAL INFORMATION ABOUT OUR EXECUTIVE OFFICERS

Biographical and other information about each of our current executive officers is set forth below, except for Mr. Sloan, our Chief Executive Officer, whose biographical information is provided above under “Proposal One: Election of Directors—Nominees for Election as Directors” beginning on page 7. Our executive officers serve at the pleasure of our board of directors.

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There are no arrangements or understandings between any of our executive officers and any other person pursuant to which any of them was appointed an officer, other than arrangements or understandings with our officers acting solely in their capacities as such.

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PROPOSAL TWO:

ADVISORY VOTE TO APPROVE THE COMPENSATION OF

OUR NAMED EXECUTIVE OFFICERS

In accordance with Section 14A of the Exchange Act, our board of directors is asking shareholders to approve an advisory resolution on executive compensation. The advisory vote is a non-binding vote to approve the compensation of our named executive officers. The vote, which is known as a “say-on-pay” vote, is intended to give our shareholders the opportunity to express their views on our named executive officers’ compensation. The vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and the philosophy, policies and practices described in this proxy statement. The text of the resolution is as follows:

Resolved, that the Company’s shareholders APPROVE, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in this proxy statement, including the Compensation Discussion and Analysis, the summary compensation table and related compensation tables and narrative discussion.

We urge you to read the Compensation Discussion and Analysis in this proxy statement, which discusses how our compensation policies and procedures implement our compensation philosophy. You should also read the summary compensation table and other related compensation tables and narrative disclosure which provide additional details about the compensation of our named executive officers in fiscal 2014. We have designed our compensation and benefits program and philosophy to attract, retain and motivate talented, qualified and committed executive officers who share our philosophy and desire to work toward our goals. We believe that for fiscal 2014, our executive compensation program aligned individual compensation with the short-term and long-term performance of our company in ways such as the following:

The vote regarding the compensation of our named executive officers described in this Proposal No. 2 is advisory, and therefore, is not binding on us or our board. Although non-binding, our board values the opinions that shareholders express in their votes and will review the voting results and take them into consideration when making future decisions regarding our executive compensation programs as it deems appropriate. Our board of directors has adopted a policy providing for an annual say-on-pay vote. Unless our board of directors modifies this policy, the next say-on-pay vote will be held at our 2015 annual shareholder meeting.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE

“FOR” THE APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF OUR

NAMED EXECUTIVE OFFICERS, AS DISCLOSED IN THIS PROXY STATEMENT.

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COMPENSATION DISCUSSION AND ANALYSIS

Executive Summary of Fiscal 2014

As highlighted in our Management Discussion and Analysis contained in our Annual Report on Form 10-K for fiscal 2014, we experienced strong business and financial performance around the world during fiscal 2014. Highlights include the following:

Our executive compensation programs are aligned with short- and long-term company performance and include best practices designed to reflect sound corporate governance. The program that we refer to as the “annual performance plan” incents and rewards our executives for achievement of short-term goals aligned with our fiscal year operating plan. In addition, the program that we refer to as the “long-term incentive plan” incents and rewards our executives for achievement of long-term goals measured over a multi-year period. Awards under our long-term incentive plan include two types of performance-based restricted stock units, or RSUs, which we refer to as “performance units” and “TSR units:” Performance units are earned based on multiple financial measures, and TSR units are earned based on our future three-year total shareholder return (TSR) compared to the constituent companies in the S&P 500.

Our short- and long-term incentive programs are 100% performance-based and our long-term incentives are 100% stock-based, so that the value of the shares earned fluctuates with our share price during the performance and vesting periods. Executives are also subject to stock ownership guidelines, and the shares they are required to hold under that program also fluctuate with our share price.

These performance-based plans support our strategy of facilitating the adoption of, and transition to, card and electronic-based payments by expanding market share in our existing markets through our distribution channels and entry to new markets around the world.

Highlights of our fiscal 2014 compensation include the following:

We evaluate our plans every year against various sets of market data to align our pay practices with performance. In the paragraphs that follow, we provide an overview and analysis of our compensation program and policies, the material compensation decisions we have made under those programs and policies, and the material factors that we considered in making those decisions.

Following this section is a series of tables containing specific information about the compensation earned or paid in fiscal 2014 to our “named executive officers,” or “NEOs,” for the purposes of this proxy statement. In accordance with SEC rules, two individuals (Mr. Garcia and Ms. Tornay) are named executive officers for purposes of describing our compensation during fiscal 2014, even though these individuals are no longer executive officers of our company. In addition, our current principal financial officer (Mr. Bready) is not a named executive officer because he joined our company after fiscal 2014.

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Our named executive officers include the following individuals:

During fiscal 2014 and the beginning of fiscal 2015, we experienced several significant management changes: Mr. Garcia retired as Chief Executive Officer on October 1, 2013, succeeded by Mr. Sloan. Mr. Mangum, who served as Senior Executive Vice President and Chief Financial Officer during fiscal 2014, was promoted to President and Chief Operating Officer, effective June 30, 2014. Mr. Schuessler was expatriated to Hong Kong to serve as President—International, and Dr. Sacchi was promoted to Executive Vice President and Chief Information Officer. Pursuant to a mutually agreed upon transition and separation agreement entered into on December 12, 2013, Ms. Tornay separated from the company on May 30, 2014. Ms. Tornay was succeeded by Mr. Green. See “Biographical Information About Our Executive Officers” on page 19 for additional information about our current executive officers.

The discussion below explains the detailed information provided in the tables contained in this section and places that information within the context of our overall compensation program.

Objectives of Compensation Policies

We design our compensation program with a view to retaining and attracting executive leadership of a caliber and level of experience necessary to manage our complex, growth-oriented and global businesses. Our objective is to have a compensation program that will allow us to:

In order to do this effectively, we believe our program must:

Role of the Independent Compensation Consultant

The Compensation Committee retained Meridian Compensation Partners, LLC, or Meridian, an independent compensation consultant, during fiscal year 2014 and assessed Meridian’s independence and whether its work raised any conflict of interest, taking into consideration the independence factors set forth in applicable SEC and NYSE rules. The consultant took guidance from and reported directly to the Compensation Committee. The consultant advised the Compensation Committee on current and future trends and issues in executive compensation and on the competitiveness of the compensation structure and levels of our executives, including our named executive officers. At the request of the Compensation Committee and to provide context for the Compensation Committee’s compensation decisions made for fiscal 2014, the consultant performed the following services for the Compensation Committee in fiscal 2013:

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The same individual consultant was retained throughout the year. All services performed for us by Meridian during fiscal 2014 were related to executive or director compensation.

The tally sheets referred to above allowed the Compensation Committee to assess the impact of compensation decisions over time. The Compensation Committee did not deem any changes to be necessary to the compensation program as the result of its review of the information contained in such tally sheets.

Market Data

We consider the compensation levels, programs and practices of selected other companies to assist us in setting our executive compensation to ensure that it remains competitive. For fiscal 2014, the Compensation Committee requested that the compensation consultant review the peer group and suggest revisions because our revenues had grown to substantially exceed the median of our peers. The Compensation Committee reviewed and discussed the analysis and approved the following peer group for use in fiscal 2014. The companies were chosen because each one is in the transaction processing or data services business and is publicly traded, and because at the time the peer group was constructed, our revenues fell near the median of the group as a whole. Additionally, we compete for talent with these peer companies.

The group of peer companies reflects several changes from fiscal 2013, including (i) the addition of DST Systems, Inc., The Dun & Bradstreet Corporation, Fiserv, Inc., Jack Henry & Associates Inc., Mastercard Inc., Vantiv, Inc., Verifone Systems, Inc. and The Western Union Company, and (ii) the removal of Convergys Corporation, CSG Systems International, Fair Isaac Corporation, Global Cash Access Holdings and Moneygram International.

Before the Compensation Committee met in executive session to set fiscal 2014 compensation, Meridian collected and analyzed comprehensive market data for its use. Meridian presented market figures representing the size-adjusted median of the market for base salary, target short-term incentive opportunity and long-term incentive opportunity. Meridian used peer group proxy data as the primary data source and supplemented it as necessary with general industry information from an executive compensation database maintained by Aon Hewitt. The Compensation Committee reviewed the data for each of our named executive officers for the different elements of compensation and made individual compensation decisions, taking into consideration factors such as performance, retention, internal equity, individual development and succession planning. As a result, some actual pay opportunities for our executives are higher than the size-adjusted market median and some are lower.

How Decisions Are Made and the Role of Executive Officers

At the beginning of fiscal 2014, our former Chief Executive Officer (Paul R. Garcia), with the assistance of our human resources department, developed compensation recommendations for the executive officers who reported directly to him (including our named executive officers) based on market data supplied by Meridian, our company’s performance relative to goals approved by the Compensation Committee, individual performance versus personal objectives and other individual contributions to our performance. The Compensation Committee reviewed and approved all compensation elements for our named executive officers and set the compensation of the Chief Executive Officer after reviewing market information provided by Meridian. In conjunction with his promotion to President and Chief Executive Officer on October 1, 2013, the Compensation Committee increased Mr. Sloan’s compensation for the remainder of fiscal 2014. The Compensation Committee decided on all aspects of Mr. Garcia’s and Mr. Sloan’s compensation as Chief Executive Officer, and neither Mr. Garcia nor Mr. Sloan participated in the determination of their own compensation.

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Shareholder Say-on-Pay Vote for Fiscal 2013 and Compensation Actions Taken

At last year’s annual meeting of shareholders, approximately 96% of the votes cast were cast in support of the compensation of our named executive officers. The Compensation Committee viewed the results of this vote as significant support for our executive compensation program and, accordingly, no changes to our fiscal 2014 program were made specifically as a result of this vote. The Compensation Committee will continue to monitor best practices, future advisory votes on executive compensation and other shareholder feedback to guide it in evaluating our executive compensation program. The Compensation Committee invites our shareholders to communicate any concerns or opinions on executive pay directly to the board of directors. Please refer to “Corporate Governance—Board Leadership” on page 11 for information about communicating with the board of directors.

Overview of Executive Compensation Program Elements

Our compensation program for our executives is comprised of the following components:

To provide flexibility in using the different elements of compensation from year to year, the Compensation Committee’s policy with regard to the allocation of the major elements of compensation, including base salary, short-term incentives and long-term incentives is to approximate the mix of pay inherent in the size-adjusted median market data provided by Meridian. The following executive pay at target levels was set by the Compensation Committee for fiscal year 2014:

Mr. Sloan’s fiscal year 2014 base salary and target cash incentive are prorated to reflect his promotion from President to President and Chief Executive Officer, effective October 1, 2013. His performance unit total is inclusive of his normal annual grant and a promotional grant made at the time of his promotion.

Base Salary

Base salary provides our executive officers with a level of compensation consistent with their skills, responsibilities, experience and performance in relation to comparable positions in the marketplace. Base salary is the one fixed component of our executives’ compensation. The Compensation Committee reviews the base salaries of our executive officers annually. As part of his promotion to President and Chief Executive Officer on October 1, 2013, the Compensation Committee increased Mr. Sloan’s base salary by 29% to $800,000 from $618,000. Of the remaining named executive officers, only Dr. Sacchi and Mr. Balas received increases compared to fiscal 2013. Specifically, after an evaluation by the Compensation Committee of the factors described above under “Compensation Discussion and Analysis—Market Data” on page 24, Dr. Sacchi received a 3% increase to $350,200 from $340,000, and Mr.  Balas received a 5% increase to $315,000 from $300,000.

Short-Term Incentive Plan

We provide our named executive officers with short-term incentive opportunities to motivate and reward them for the achievement of our defined business goals and objectives and to reward individual performance.

Annual Performance Plan

Our annual performance plan provides an opportunity for executives to earn variable at-risk cash compensation. Our annual performance plan is a subplan of our 2011 Incentive Plan and is designed to allow annual incentive awards that are fully deductible under Section 162(m) of the Internal Revenue Code, or the Code. Under this plan, the threshold performance goal for each plan year is that we achieve positive operating income, as reflected in our consolidated statements of income and filed with our Annual Report on Form 10-K for such fiscal year. We refer to this performance goal as “threshold operating income performance.” In any year in which

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threshold operating income performance is achieved, the plan establishes an individual award limit for each participant which will be that person’s award unless the Compensation Committee uses negative discretion (as it has historically done) to pay a lesser amount. To guide it in exercising such discretion, the Compensation Committee establishes intermediate performance metrics and their respective weightings, and intermediate award opportunity ranges, as it deems appropriate to encourage and reward particular areas of performance.

In fiscal 2014, the Compensation Committee approved the target award opportunities for each of our named executive officers, expressed as a percentage of base salary. Based on the review of the market data, the Compensation Committee set the target bonus opportunities for fiscal year 2014 as follows:

Also in fiscal 2014, the Compensation Committee approved the three weighted performance metrics under the annual performance plan. There were two company objectives—adjusted cash EPS and adjusted revenue—and a set of individual objectives that varied from person to person. The rationale for using each component in the plan is outlined in the following table:

The three parts of the annual performance plan were calculated separately. The target opportunity was allocated among the three elements based upon the table below.

The range of possible payouts for each performance measure varied by person, by measure, and in total is shown in the tables below. Each executive could earn up to 100% of the individual objectives component. For each of the corporate components, Mr. Garcia could earn up to 225%, Messrs. Sloan and Mangum could earn up to approximately 215%, and Mr. Schuessler, Dr. Sacchi, Mr. Balas and Ms. Tornay could earn up to 200%. Once calculated, all cash incentive payments (also referred to as bonus payments) are totaled and then rounded to the nearest dollar.

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For example, an executive eligible for the plan described in the second table above with a base salary of $200,000 per year and a target bonus of 50% of his base salary would have a target bonus of $100,000. Based upon the relative weighting set forth in the table, the target bonus would be apportioned $40,000 for adjusted cash EPS results (40%), $30,000 for adjusted revenue results (30%) and $30,000 for individual objectives (30%). The executive’s target adjusted cash EPS cash incentive was $40,000, so he could earn from zero to 200% (or from $0 to $80,000) for this portion of the bonus. The executive’s target adjusted revenue bonus was $30,000, so he could earn from zero to 200% (or from $0 to $60,000) for this portion of the bonus. Finally, the executive’s target bonus for individual goals was $30,000, so he could earn from zero to 100% (or from $0 to $30,000) for performance against individual goals. The total payout opportunity in this example is from 0% to 170% (or from $0 to $170,000).

Adjusted Cash EPS Payout. The following table contains the range of adjusted cash EPS goals for fiscal 2014 and the applicable payout percentages. The adjusted cash EPS goal excludes the impact of restructuring, acquisition-related intangible amortization expense, foreign exchange, and other non-recurring charges and includes our acquisition of Payment Processing, Inc., which we refer to as “PayPros.”

The metric at target was established at a level that reflected growth over fiscal 2013 results. Factoring in the adjustments described above, adjusted cash EPS for fiscal year 2014 was $4.15. Using straight-line interpolation, the payout was between 162.4% and 171.5% of the target amount of the bonus apportioned to adjusted cash EPS results for all named executive officers.

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Adjusted Revenue Payout. The following table contains the range of adjusted revenue goals for fiscal 2014 and the applicable payout percentages. The adjusted revenue goal excludes the impact of foreign currency exchange.

The metric at target was established at a level that reflected growth over fiscal year 2013 results. Factoring in the adjustments described above, adjusted revenue for fiscal year 2014 was $2,559 million. Using straight-line interpolation, the payout was approximately 93% of the target amount apportioned to adjusted revenue results for all named executive officers.

Payout Based upon Individual Performance Objectives. The third component of the bonus payout was based upon individual performance objectives. Each of the executives could earn from zero to 100% of the payout amount allocated to individual performance. Individual performance objectives are established annually in writing. The Compensation Committee sets the individual performance objectives for the Chief Executive Officer, and the Chief Executive Officer approves the individual objectives for the other named executive officers. For fiscal 2014, each executive had two or three individual objectives. Each of the executive’s objectives was given a weighting that determined the portion of the individual performance bonus opportunity that was allocated to that objective. For example, more important objectives may comprise 25% of an executive’s opportunity while less important objectives may comprise 10%. Collectively, all the executive’s objectives totaled 100% of his performance bonus opportunity.

At the end of the fiscal year, Mr. Sloan reviewed the performance of each named executive officer (other than himself, Mr. Garcia and Ms. Tornay) against his objectives, and determined to what extent each objective was achieved. The percentage achievement was used to determine the payment related to each objective. The Compensation Committee approved the final payments. The Compensation Committee reviewed Mr. Sloan’s performance against his objectives and determined the amount payable.

The table below highlights the material individual objectives, achievement levels and payout amount for each named executive officer for fiscal 2014.

Based on individual performance, the payouts for this component ranged from 95% to 100% of target for all named executive officers listed above. Pursuant to Mr. Garcia’s key position agreement and Ms. Tornay’s transition and separation agreement, Mr. Garcia and Ms. Tornay received their target payout for individual objectives for fiscal 2014.

Summary of the Annual Performance Plan. The following table summarizes the final annual performance incentive plan payouts for each named executive officer based on fiscal 2014 performance:

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Pursuant to Mr. Garcia’s key position agreement and Ms. Tornay’s transition and separation agreement, the Compensation Committee awarded Mr. Garcia and Ms. Tornay their target bonus amounts of $1,500,000 and $232,200, respectively, for fiscal 2014. For additional information, see “Compensation of Named Executive Officers—Potential Payments Upon Termination, Retirement or Change in Control” on page 44.

Discretionary Bonus Awards

The Compensation Committee, in its discretion, may from time to time approve awards for achieving certain accomplishments in addition to an executive’s individual objectives. For fiscal 2014, the Compensation Committee exercised its discretion to award Mr. Sloan, Mr. Mangum and Mr. Schuessler $350,000, $315,000 and $200,000, respectively, in recognition of their significant contributions to our fiscal 2014 overall performance, including our leadership transitions and acquisition of PayPros.

Long-Term Incentive Program

Each year, we grant long-term incentive awards, which we refer to as LTIs, to executives and other key employees throughout the company. All LTI grants are made pursuant to our 2011 Incentive Plan, which was approved by our shareholders. All grants of LTIs to our named executive officers were approved by the Compensation Committee and based on target values consistent with the executives’ skills, responsibilities, experience and performance in relation to comparable positions in the marketplace. LTIs align the executives’ interests with those of the shareholders by linking their compensation to our share price. The LTI grants for our named executive officers represent pay opportunity for performance at target of $3,650,000 for Mr. Sloan (inclusive of promotion grant on October 1, 2013), $1,277,778 for Mr. Mangum, $840,000 for Mr. Schuessler, $500,000 for Dr. Sacchi, $500,000 for Mr. Balas, $4,444,444 for Mr. Garcia, and $666,667 for Ms. Tornay. Figures in the tables under “Compensation of Named Executive Officers” beginning on page 36 may be slightly different as they reflect specific accounting methodologies required for table reporting as described therein.

In fiscal 2014, 100% of the LTIs granted to the executives were in the form of performance-based restricted stock units, with 60% of the LTI value allocated to performance units (expressed at target) based on financial targets and 40% allocated to TSR units (expressed at target) based on total shareholder return relative to the companies making up the S&P 500. The Compensation Committee implemented long-term incentive program utilizing two different types of LTI awards in order to incent and reward executives to enhance certain operational metrics (performance units) as well as to align executive compensation with shareholder return (TSR units). In determining the use of these plans and the allocation, the Compensation Committee took into account competitive market practices of peer group companies, its belief that a blend of equity awards provides both an incentive and retention effect, and its belief that the utilization of various LTI awards mitigates compensation risks that may be associated with the use of a single LTI vehicle. The decision to allocate a greater portion of the long-term incentive program to performance units (60%) than TSR units (40%) was made by the Compensation Committee in its discretion, with the support of its independent compensation consultant.

In order to determine the number of performance units and TSR units to grant, we established a per-share value equal to 100% of the fair market value of a share of our common stock on the grant date ($46.17 and $50.70 for annual grant and Mr. Sloan’s promotion grant, respectively). We then divided the dollar amount of the LTI grant by the per-share value to determine the number of performance units and TSR units that would be granted at the target level. Any fractional shares were rounded up to the nearest whole share.

Performance Units

The amount of performance units awarded to each named executive officer at target is allocated equally among three criteria: adjusted cash EPS, adjusted revenue and adjusted operating margin results. Performance units are earned over a one-year performance period. Upon certification by the Compensation Committee of the performance results, performance units are converted into restricted shares of our common stock which vest over a three-year period. Of the resulting restricted shares, 25% vest upon certification of the performance results, and the remaining 75% vest in equal installments on each of the first three anniversaries of the conversion date.

By design, the long-term incentive plan is distinguished from the short-term incentive plan to ensure that our executives are focused on the long-term objectives of our shareholders. The five principal design differences are:

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Because of the above factors, the payouts for our executives under the long-term incentive plan and the short-term incentive plan have always been different, ensuring appropriate rewards based on both long-term and short-term results.

The rationale for using each component in the plan is summarized in the following table:

The following table summarizes the structure of the grant of performance units:

The following table summarizes the performance units based on financial performance metrics at target granted during fiscal 2014.

Depending on the adjusted cash EPS, adjusted revenue and adjusted operating margin results, the executives could earn from 0% to 200% of the applicable target amount.

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Portion Attributable to Adjusted Cash EPS Results. The following table contains the adjusted cash EPS goals and the applicable reward amounts for fiscal 2014. The adjusted cash EPS goals exclude the impact of restructuring, acquisition-related intangible amortization expense, foreign exchange, and other non-recurring charges and includes the PayPros acquisition.

The metric at target was established at a level that reflected growth over fiscal 2013 results. Factoring in the adjustments described above, adjusted cash EPS for fiscal 2014 was $4.15. Using straight-line interpolation, the payout was approximately 162%.

Portion Attributable to Adjusted Revenue Results. The following table contains the adjusted revenue goals and the applicable award amounts for fiscal 2014. The adjusted revenue goals exclude the impact of restructuring, acquisition-related intangible amortization expense, foreign exchange and other non-recurring charges and includes the PayPros acquisition.

The metric at target was established at a level that reflected growth over fiscal 2013 results. Factoring in the adjustments described above, adjusted revenue for fiscal 2014 was $2,559 million. Using straight-line interpolation between goal points, the payout was approximately 93%.

Portion Attributable to Adjusted Operating Margin Results. The following table contains the adjusted operating margin goals and the applicable award amounts for fiscal 2014. The adjusted operating margin goals exclude the impact of restructuring, acquisition-related intangible amortization expense, foreign exchange, and other non-recurring charges and includes the PayPros acquisition.

Factoring in the adjustments described above, adjusted operating margin for fiscal 2014 was 19.0%, resulting in a 100% payout.

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Conversion of Performance Units into Restricted Stock. Once the results were certified, the Compensation Committee determined the number of performance units earned by each executive, and such performance units were converted on a 1-for-1 basis into shares of restricted stock on July 26, 2014, 25% of which vested immediately. The remaining 75% of the restricted shares will vest in three equal installments on each of the first three anniversaries of the conversion date, subject to the executive’s continued employment with our company on the vesting date. The following table summarizes the conversion of the performance units to restricted stock for each named executive officer, which equates to approximately 118.4% of the grant at target for each:

Pursuant to Mr. Garcia’s key position agreement and Ms. Tornay’s transition and separation agreement, the Compensation Committee awarded Mr. Garcia and Ms. Tornay their target performance units for fiscal 2014. For additional information regarding Mr. Garcia’s and Ms. Tornay’s performance shares, see “Compensation of Named Executive Officers—Potential Payments Upon Termination, Retirement or Change in Control” on page 44.

TSR Units

Beginning in fiscal 2012, we replaced the portion of LTI previously granted in stock options with TSR units, which are performance-based restricted stock units earned based on our future three-year total shareholder return compared to the constituent companies in the S&P 500 as of June 1 each year, with three-year cliff vesting. The design of the TSR units is intended to continue to align the interests of executives with those of our shareholders, while rewarding for management contributions on a level economic playing field relative to our peer companies and enhancing retention capability.

The following table summarizes the structure of the grant of TSR units:

Final payout as a percentage of target will be determined based on the average of the hypothetical payouts from our cumulative TSR positioning through each of the last four quarters of the performance cycle. For example, for the fiscal 2014 grants, final payout will be determined based on the average of the payouts related to our relative TSR positioning as of August 31, 2015, November 30, 2015, February 28, 2016 and May 31, 2016.

The following table summarizes the target TSR units granted during fiscal 2014.

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Conversion of Fiscal 2012 TSR Units into Common Stock. The three-year performance period for the TSR units that were granted in 2012 was completed on May 31, 2014. Once the results were certified, the Compensation Committee determined the number of TSR units earned by each executive, and such shares were converted on a 1-for-1 basis into common stock of on July 26, 2014. The following table summarizes the conversion of the TSR units to common stock for each executive, which equates to 45% of the grant at target for each:

As part of Mr. Garcia’s key position agreement and Ms. Tornay’s transition and separation agreement, the Compensation Committee awarded Mr. Garcia and Ms. Tornay their target TSR units. For additional information regarding Mr. Garcia’s and Ms. Tornay’s performance shares, see “Compensation of Named Executive Officers—Potential Payments Upon Termination, Retirement or Change in Control” on page 44.

Retirement Benefits

Our 401(k) plan is the only retirement benefit that we provide to all of our executives. We have a pension plan that formerly was available to all employees but was closed to new employees hired after June 1, 1998. Ms. Tornay is the only named executive officer who was hired before such time and, therefore, is the only named executive officer who participated in the pension plan. See “Compensation of Named Executive Officers—Pension Benefits for Fiscal 2014” beginning on page 42 for additional information regarding the pension plan.

Other Benefits

Our named executive officers are eligible to participate in other health and welfare programs that are available to substantially all full-time salaried employees, including our 401(k) plan.

Perquisites offered to our named executive officers on an annual basis are financial planning and certain business club dues. These items create taxable income to the executive, which we do not gross up. In addition, we may ask named executive officers and their spouses to participate in President’s Club/Chairman’s Club trips offered as rewards to certain other employees for excellent sales or other performance. Tax rules require that we treat the expenses of spouses as taxable income to the executives. Because spousal participation is at our request and can be disruptive to other plans they may have, we gross-up that taxable income.

Our named executive officers are also eligible to participate in our non-qualified deferred compensation plan, or the deferred compensation plan, pursuant to which they may elect to defer up to 100% of their base salary and other forms of compensation. We do not make contributions to the deferred compensation plan. In fiscal 2014, none of our named executive officers participated in the plan. See “Compensation of Named Executive Officers—Non-Qualified Deferred Compensation Plan” on page 43 for more detail regarding the plan.

Mr. Schuessler, our President—International, receives additional benefits specifically related to his foreign assignments, and we gross-up any taxable income resulting from such benefits.

Employment Agreements

We are party to an employment agreement with a limited number of key employees, including all of our named executive officers. These employment agreements provide benefits to our company and, we believe, are necessary in order to attract and retain highly-qualified executives. Each named executive officer who is a party to an employment agreement has agreed not to disclose confidential information or compete with us, and not to solicit our customers or recruit our employees, for a period of 24 months following the termination of his or her employment. In exchange, we offer limited income and benefit protections to the executive. Our employment agreements no longer provide a gross-up for excise taxes that may be due with respect to any change of control provision. Messrs. Sloan, Mangum and Garcia and Ms. Tornay each had an employment agreement that provided for a gross-up for excise taxes as of the beginning of fiscal 2014. These provisions in our employment agreements with Messrs. Sloan and Mangum expired on June 1, 2014 and March 1, 2014, respectively, and Mr. Garcia and Ms. Tornay separated from the company during fiscal 2014. No payments were made to any of these executive officers during fiscal 2014 for excise tax gross-ups, and we have adopted a policy against any provisions for excise tax gross-ups going forward. All of our employment agreements with named executive officers contain a term.

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In addition to the employment agreements described above, we are party to a key position agreement with Mr. Garcia that we entered into on January 6, 2010. Mr. Garcia, as our former Chairman and Chief Executive Officer, had access to a substantial portion of our trade secrets and confidential information and is a repository of significant goodwill in the marketplace. We entered into the key position agreement in order to protect our trade secrets, confidential information and goodwill, as well as to protect our company from competition by Mr. Garcia, in the event Mr. Garcia separated from our company, which he did during fiscal 2014 as a result of his retirement.

On December 12, 2013, we entered into a mutually agreed upon transition and separation agreement with Ms. Tornay, our former Executive Vice President, General Counsel and Corporate Secretary, pursuant to which Ms. Tornay separated from the company on May 30, 2014. We entered into the transition and separation agreement with Ms. Tornay in order to ensure a successful transition to our new Executive Vice President, General Counsel and Corporate Secretary during an approximate six-month transition period, to protect our trade secrets and confidential information to which Ms. Tornay had access, and to protect our company from competition by Ms. Tornay.

See “Compensation of Named Executive Officers—Potential Payments Upon Termination, Retirement or Change in Control” on page 44 for additional information about our employment agreements, Mr. Garcia’s key position agreement and Ms. Tornay’s transition and separation agreement.

Policies and Guidelines

Policy Regarding Timing of Equity Grants

Our Compensation Committee, in its discretion, typically makes the annual grant to all eligible employees on the first business day following the filing of our Annual Report on Form 10-K based upon the closing price of our common stock on that day.

Anti-Hedging Policy

Our insider trading policy prohibits directors and employees from engaging in any transaction in which they profit if the value of our common stock declines.

Target Stock Ownership Guidelines

The Compensation Committee has implemented stock ownership guidelines for our executives. This fosters equity ownership and aligns the interests of our executives with our shareholders. Within five years of the executive’s initial appointment to his or her position, our Chief Executive Officer is expected to beneficially own a number of shares at least equal to 500% of his base salary, and all other executives are expected to beneficially own a number of shares at least equal to 200% of their base salary. Additionally, the Compensation Committee has approved a holding requirement that requires executives to hold stock until the executive has met their ownership guidelines.

Clawback Policy

The Compensation Committee has adopted a clawback policy, pursuant to which we may recoup all or any portion of the value of any annual or long-term incentive awards provided to any current or former executive officers in the event that our financial statements are restated due to material noncompliance with any financial reporting requirement under the securities laws.

Tax Considerations

Section 162(m) of the Code places a limit of $1,000,000 on the amount of compensation that we may deduct in any one year with respect to any one of our named executive officers (other than our Chief Financial Officer). However, qualifying “performance-based” compensation will not be subject to the deduction limit if certain requirements are met. The 2011 Incentive Plan is designed to allow the Compensation Committee to grant awards that may qualify for the performance-based compensation exemption from Section 162(m), such as the performance units, and our annual performance plan, as a subplan of the 2011 Incentive Plan, also allows annual cash incentive awards that may qualify as performance-based compensation. However, a number of requirements must be met for particular compensation to qualify, so there can be no assurance that any compensation awarded will be fully deductible under all circumstances. Also, to maintain flexibility in compensating our executives, the Compensation Committee reserves the right to use its judgment to authorize compensation payments that may be subject to the deduction limit when the Compensation Committee believes that such payments are appropriate.

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Report of the Compensation Committee

The Compensation Committee has reviewed and discussed the foregoing section entitled “Compensation Discussion and Analysis” with management. Based on such review and discussion, the Compensation Committee recommended to the board of directors that the Compensation Discussion and Analysis be included in this proxy statement, which is to be incorporated by reference into the Company’s Annual Report on Form 10-K for fiscal 2014.

COMPENSATION COMMITTEE

Alex W. Hart, Chair

William I Jacobs

Ruth Ann Marshall

John M. Partridge

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COMPENSATION OF NAMED EXECUTIVE OFFICERS

Summary Compensation Table

The following table presents certain summary information concerning compensation that we paid or accrued for services rendered in all capacities during the fiscal years ended May 31, 2014, 2013 and 2012, which we refer to respectively as “fiscal 2014,” “fiscal 2013” and “fiscal 2012,” for our named executive officers.

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The table below sets forth the maximum grant date fair value of performance unit awards assuming that the highest levels of performance conditions were achieved for all awards for which an amount less than the maximum is reflected in the table above.