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As filed with the Securities and Exchange Commission on September 25, 2015

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 25, 2015

Dear Shareholder:

The board of directors and officers of Global Payments Inc. join me in extending to you a cordial invitation to attend our 2015 annual meeting of shareholders. The meeting will be held on Wednesday, November 18, 2015, 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 2015 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 18th.

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

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10 Glenlake Parkway, North Tower

Atlanta, Georgia 30328

September 25, 2015

Notice of 2015 Annual Meeting of Shareholders

The 2015 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 18, 2015, 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 25, 2015, we mailed a notice of electronic availability of proxy materials to our shareholders. Only shareholders of record at the close of business on September 9, 2015 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.

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 17, 2015.

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 2015 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, 2015, or fiscal 2015, please review the entire proxy statement and our Annual Report on Form 10-K for fiscal 2015, or the 2015 annual report. 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 2015 Annual Shareholder Meeting

Proposals and Voting Recommendations

Fiscal 2015 Company Performance Highlights

We experienced strong business and financial performance around the world during fiscal 2015. Highlights include the following:

GLOBAL PAYMENTS INC. | 2015 Proxy Statement  – 1

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Corporate Governance Highlights (Page 12)

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

Director Nominees (Page 9)

One of our directors, Alex W. Hart, is not eligible for re-election due to the age requirement set forth in our Corporate Governance Guidelines. As a result, effective immediately after the 2015 annual meeting, the size of the board will be reduced from nine directors to eight directors. The two directors nominated for re-election are set forth below:

Tenure (Years)

Principal Occupation

Independent

Audit Committee

Compensation Committee

Governance & Risk Oversight Committee

Technology Committee

William I Jacobs (Chair)

14

Business Advisor

Yes

Alan M. Silberstein

12

President, Allston Associates LLP

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 2015. Two individuals (Messrs. Schuessler and Balas) are named executive officers for purposes of describing our compensation during fiscal 2015, even though these individuals are no longer executive officers of our company. Our named executive officers include the following individuals:

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Compensation Philosophy and Highlights (Page 24)

Core Compensation Components

The core components of our annual compensation program for each of our named executive officers include base salary, short-term cash incentives and long-term equity incentives. Highlights are below:

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Outside of our annual compensation program, our named executive officers received certain non-recurring, supplemental awards. Mr. Bready received a grant of restricted shares in connection with his initial hire, which will vest in equal installments on each of the first four anniversaries of the grant date. See “Compensation Discussion and Analysis—Supplemental Awards—Initial Award of Restricted Shares to CFO” on page 30 for additional information about this award. In addition, all named executive officers received leveraged performance units, or LPUs, which are performance-based restricted stock units that are earned, if at all, at the end of a three-year performance period based on both the absolute share price appreciation of our stock and the relative share price appreciation of our stock compared to the S&P 500 index. After the three-year performance period, one-third of any earned LPUs will convert into unrestricted shares of our common stock, and the remaining two-thirds will convert into restricted shares of our common stock that will vest in equal installments on the fourth and fifth anniversary of the LPU grant date. The LPUs were designed as a non-recurring event for a relatively new management team, intended to incentivize long-term shareholder value and outperformance. See “Compensation Discussion and Analysis—Supplemental Awards—Leveraged Performance Units” beginning on page 29 for additional information about the LPUs.

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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 2015 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 Wednesday, November 18, 2015, 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 9, 2015 are entitled to vote at the annual meeting. On that date, there were 64,941,844 shares of common stock issued and outstanding, held by approximately 2,298 shareholders of record. 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.

6 – GLOBAL PAYMENTS INC. | 2015 Proxy Statement

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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.

13. 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.

14. 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 2016 annual meeting must submit his or her proposal to us in writing on or before May 28, 2016, 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 2016 annual meeting, whether or not the proposal is intended to be included in the 2016 proxy material, our bylaws require that the shareholder give advance written notice to us on or after April 28, 2016 and on or before May 28, 2016. A shareholder may be permitted to present a proposal at the 2016 annual meeting, even if the proposal was not included in the 2016 proxy material. In such a case, if the proposal is received after August 11, 2016, 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.

If a shareholder wishes for the Governance and Risk Oversight Committee to consider a candidate for director recommended by the shareholder for nomination to our board of directors, the shareholder must submit such recommendation to our Corporate Secretary at our corporate offices in accordance with the procedures described above. In addition, our bylaws require that, among other things, all shareholder recommendations for director candidates must be in writing and must set forth the shareholder’s name, address and other contact information as well as the following information about the recommended candidate: (i) name, date of birth, business address and residential address, (ii) a complete description of the candidate’s qualifications, experience, background and affiliations, as would be required to be disclosed in the proxy statement pursuant to Schedule 14A under the Exchange Act of 1934, as amended, or the Exchange Act; (iii) a sworn or certified statement by the candidate in which he or she consents to being named in the proxy statement as a nominee and to serve as director if elected, and (vii) a written statement from the shareholder making the recommendation stating why such recommended candidate meets the criteria and would be able to fulfill the duties of a director.

GLOBAL PAYMENTS INC. | 2015 Proxy Statement  – 7

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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:

Mr. Hart was not eligible for re-election due to the age requirement in our Corporate Governance Guidelines. Effective immediately after the 2015 annual meeting, the size of our board will be reduced from nine directors to eight directors. As a result, our board of directors has nominated the following two directors for election at the 2015 annual meeting:

If elected, Messrs. Jacobs and Silberstein will serve three-year terms expiring in 2018 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 two nominees.

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Nominees for Election as Directors

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

Other Directors

Biographical information with respect to our other directors 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 is chaired by Mr. Jacobs, one of our independent directors. Our board believes that Mr. Jacobs’ service as Chairman enhances the independent oversight of management, while continuing to provide the decisive leadership necessary for an effective Chairman. From his 14-year tenure as a member of our board and 12-year tenure as either Chairman of the Board or 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 is well-positioned to ensure that the board’s time and attention is focused on the most critical matters.

Our Corporate Governance Guidelines do not express a formal policy on whether the same person should serve as the Chairman of the Board and the Chief Executive Officer. Although our Chairman of the Board is an independent director, if in the future a non-independent director serves as Chairman of the Board, the board will appoint a lead independent director to fulfill the following responsibilities:

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. In July 2015, 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.

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 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,

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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.

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:

In lieu of a formal diversity policy, as part of our Governance and Risk Oversight Committee’s 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 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 in accordance with our policies for shareholder proposals on the same basis as all other potential nominees. See “Questions and Answers About Our Annual Meeting and this Proxy Statement—May I Propose Actions for Consideration at Next Year’s Annual Shareholder Meeting?” for additional information about our policies for shareholder proposals.

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 2015) for our board and each committee:

Audit Committee

Compensation Committee

Governance and Risk Oversight Committee

Technology Committee

John G. Bruno

Alex W. Hart

William I Jacobs

Ruth Ann Marshall

John M. Partridge

Alan M. Silberstein

Jeffrey S. Sloan

Michael W. Trapp

Gerald J. Wilkins

Meetings in Fiscal 2015

4

5

5

4

    Chair             Member             Financial Expert⁽¹⁾

Our full board of directors met seven times during fiscal 2015. All of our directors attended at least 75% of the meetings of the board in fiscal 2015, 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 2014 annual meeting.

Committee Responsibilities

Each of the committee charters and our corporate governance guidelines is available in the investor relations section of 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 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 procedures and internal control 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.

Compensation Committee

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 its compensation consultants, including their independence. See “Corporate Governance—Board Oversight of Risk Management” on page 15 for additional information about the Compensation Committee’s responsibilities relating to risk management.

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During fiscal 2015, our Compensation Committee retained the services of Frederic W. Cook & Co., Inc., or FWC, to replace Meridian Compensation Partners LLC, each an independent consulting firm, to provide compensation consulting services for fiscal 2015. 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.

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 our strategic goals are aligned with our technology strategy and infrastructure and to ensure that we receive adequate support from our internal technology and information security providers. See “Corporate Governance—Board Oversight of Risk Management” on page 15 for additional information about the Technology Committee’s responsibilities relating to risk management.

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 13.

Board Oversight of Risk Management

Our board of directors views the oversight of risk management as one of its key functions, regularly engaging with management to maintain a risk-aware culture where risk management is deeply and pervasively embedded in all of our activities worldwide. Through its oversight of our enterprise risk management program, our board takes a multi-layered approach to this oversight role, where the full board engages directly with management to set high level policy and receive reports on risk management activities from each committee chairman and directly from management, while relying on each of its four standing committees to provide more in-depth oversight of specific key risk exposures.

Our board has delegated to the Governance and Risk Oversight Committee the responsibility to directly oversee our enterprise risk management program. Specifically, subject to oversight by the full board of directors, the Governance and Risk Oversight Committee is responsible for overseeing the process for identifying, assessing and managing the key risks our company faces, receiving recommendations from management with respect to such risks, and making recommendations to the full board of directors. The committee’s responsibilities related to oversight of the enterprise risk management program are process-oriented, meaning the committee takes steps to ensure that an effective process is in place to identify and manage key risk exposures, develop a risk mitigation plan and ensure proper reporting on compliance with such plan. Under the direction of the Governance and Risk Oversight Committee, we established a management risk committee comprised primarily of executive management that is responsible for identifying, assessing, prioritizing and developing action plans to mitigate key risks. The management risk committee reports to the full board or appropriate board committee periodically and more frequently as needed.

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Risk oversight responsibilities related to the substance of each identified key risk exposure, such as the application of the board’s risk tolerance in a particular area, are in some cases carried out by the full board without any delegation to a committee. For example, the full board directly oversees our risk management activities with respect to risks associated with our strategic direction. More frequently, oversight of defined risk exposures is carried out by the board committee with the most relevant subject-matter expertise. In these cases, the relevant board committee carries out these responsibilities, utilizing the process established by the Governance and Risk Oversight Committee, with reporting obligations to the full board. Our board has delegated risk oversight responsibilities for certain key risk exposures to its committees as follows:

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 for their service as a director.

In lieu of per-meeting fees, we pay our non-employee directors the cash and stock retainers set forth below:

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). The number of fully-vested 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, on November 20, 2014, Mr. Jacobs received 2,095 shares of common stock, and each of the other independent directors received 1,676 shares of common stock. Directors are also reimbursed for their out-of-pocket expenses incurred in connection with attendance at board and committee meetings.

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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 2015, only Ms. Marshall participated, and she did not receive any interest on deferred compensation at an above-market rate of interest.

Fiscal 2015 Director Compensation Table

The following table summarizes the compensation of our independent directors during fiscal 2015.

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Non-Qualified Deferred Compensation Plan

The non-employee directors are eligible to participate in our non-qualified deferred compensation plan, or the deferred compensation plan. Ms. Marshall is the only director who participated in the deferred compensation plan during fiscal 2015. Pursuant to the deferred compensation plan, non-employee directors are permitted to elect to defer up to 100% of their annual cash retainer. 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

Our 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.

Contacting Our Board of Directors

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.

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Common Stock Ownership

Common Stock Ownership by Management

The following table sets forth information as of September 9, 2015 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 15 persons, as a group, who were directors or executive officers of our company on September 9, 2015.

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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 9. Our executive officers serve at the pleasure of our board of directors.

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 2015. 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 2015, 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

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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 2016 annual shareholder meeting.

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Compensation Discussion and Analysis

Executive Summary of Fiscal 2015

We experienced strong business and financial performance around the world during fiscal 2015. Highlights include the following:

Our Compensation Committee, in consultation with its independent compensation consultants and input from management, redesigned elements of our annual compensation program for fiscal 2015. In determining to redesign the program, our Compensation Committee considered a number of factors, including, without limitation, our company’s strong performance in recent years as highlighted above, recent developments and common practices relating to the compensation programs of our peer group of companies, suggestions by our Compensation Committee’s new independent compensation consultant, and the results of last year’s say-on-pay vote. The most significant changes are described in detail in the paragraphs that follow, but in general, our Compensation Committee modified our compensation program to achieve the following overarching goals:

Our compensation program is aligned with short- and long-term company performance and includes best practices designed to reflect sound corporate governance. It is comprised of three primary components – base salary, the annual performance plan and the long-term incentive plan. Base salary is the only component of our executives’ compensation that does not fluctuate with our company’s performance or the value of our stock. The annual performance plan incents and rewards our executives for achievement of short-term goals aligned with our fiscal year operating plan. 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 performance-based restricted stock units, which we refer to as “performance units,” stock options and time-based restricted stock.

Our performance-based plans support our strategy of facilitating the adoption of, and transition to, card, electronic and digital-based payments by expanding our share in existing markets through our distribution

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channels, service innovation and acquisitions to improve our scale of offerings, while simultaneously seeking expansion into new markets through acquisitions around the world. Our annual performance plan is 100% performance-based. Approximately 75% of our long-term incentive plan is performance-based, and 100% of our long-term incentive plan fluctuates with our stock price. We consider our awards of stock options to be performance-based because they cannot be exercised for any profit unless our stock price appreciates after the grant date. In addition, all of our long-term, performance-based incentives are 100% stock-based, so that the value of the award fluctuates with our share price during the performance and vesting periods. Executives are also subject to stock ownership guidelines, and the securities they are required to hold under those guidelines also fluctuate with our share price.

Highlights of our fiscal 2015 compensation include the following:

Named Executive Officers

The following individuals are identified as “named executive officers” pursuant to SEC rules for the purpose of describing our compensation for fiscal 2015:

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Messrs. Schuessler and Balas separated from the Company on November 20, 2014 and August 31, 2015, respectively. We do not intend to fill Mr. Schuessler’s former position. Messrs. Sloan and Mangum have assumed Mr. Schuessler’s principal direct reports. 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. See “Compensation of Named Executive Officers” below for a series of tables containing specific information about the compensation earned or paid in fiscal 2015 to our named executive officers.

How Compensation Decisions Are Made

Objectives of Compensation Policies

Our Compensation Committee designs and at least annually reviews 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 maintain a compensation program that will allow us to:

In order to achieve these results, our Compensation Committee believes our program must:

Our Compensation Committee also considers and assesses risk mitigation factors and potential risk aggravators in our compensation program. For fiscal 2015, our Compensation Committee concluded that our compensation practices are balanced, do not encourage excessive risk taking by our employees, and are not reasonably likely to have a material adverse effect on our company. As described above, our Compensation Committee redesigned our compensation program for fiscal 2015 in part to provide a wider variety of equity awards, which our Compensation Committee believes will mitigate the risk associated with the utilization of a single type of equity award. However, none of our Compensation Committee’s changes to our compensation program were made to address any change in the risk profile of our company.

Role of the Independent Compensation Consultant

In June 2014, our Compensation Committee retained Frederic W. Cook & Co., Inc., or FWC, to replace Meridian Compensation Partners, LLC, or Meridian, as its independent compensation consultant. The Compensation

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Committee assessed the independence of Meridian and FWC and whether their work raised any conflict of interest, taking into consideration the independence factors set forth in applicable SEC and NYSE rules and determined that both consultants were independent. The consultants took guidance from and reported directly to the Compensation Committee. The consultants 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 2015, the consultants performed the following services relating to the Company’s fiscal 2015 compensation:

All services performed for us by FWC and Meridian during fiscal 2015 were related to executive or director compensation.

Market Data

Our Compensation Committee considers 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 2015, our Compensation Committee requested that FWC review the peer group and suggest potential revisions. The Compensation Committee reviewed and discussed the analysis and approved the following peer group for fiscal 2015 benchmarking purposes. The companies were chosen because (i) each company in the peer group is in the transaction processing or data services business, (ii) each company in the peer group is publicly traded, (iii) at the time the peer group was constructed, our revenues were near the median of the group as a whole, and (iv) we compete for talent with many of these companies.

For fiscal 2015, our peer group included the following companies:

The fiscal 2015 group of peer companies listed above is the same as the peer group most recently used in fiscal 2014.

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Before the Compensation Committee set fiscal 2015 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, with guidance from FWC, 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 the individual’s peer group market position, as well as the individual’s performance, retention, internal equity, individual development and succession planning. As a result, some actual pay opportunities for our executives are higher or lower than the size-adjusted market median.

Role of Executive Officers

At the beginning of fiscal 2015, our Chief Executive Officer, 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 and other individual contributions to our performance. The Compensation Committee considered the Chief Executive Officer’s recommendations, in conjunction with the counsel of the independent consultants and the market data, in determining the compensation elements for these named executive officers. The Compensation Committee determined all aspects of Mr. Sloan’s compensation as Chief Executive Officer in consultation with the compensation consultants. Mr. Sloan did not participate in the Compensation Committee’s determination of his compensation.

Shareholder Say-on-Pay Vote for Fiscal 2014 and Compensation Actions Taken

At last year’s annual meeting of shareholders, approximately 81% of the votes cast were cast in support of the compensation of our named executive officers. Prior to last year’s annual meeting of shareholders, our Compensation Committee had already redesigned our executive compensation program for fiscal 2015 and had already engaged a new compensation consultant to assist in that effort. The Compensation Committee believes that the executive compensation program for fiscal 2015, when compared to the compensation program for fiscal 2014, more closely aligns the long-term incentives of our executives with those of our shareholders and with market practices.

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 our board of directors. Please refer to “Corporate Governance—Contacting Our Board of Directors” on page 18 for information about communicating with the board of directors.

Elements of Executive Compensation Program

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

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For fiscal 2015, our Compensation Committee allocated the major elements of our compensation, including base salary, short-term incentives and long-term incentives, 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 the fiscal 2015 annual compensation program:

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, which represents less than 15% of our Chief Executive Officer’s total compensation target and less than one-third of each of our other named executive officer’s total compensation target, is the one component of compensation that does not fluctuate with our company’s performance or the value of our stock. The Compensation Committee reviews the base salaries of our executive officers annually. After an evaluation by the Compensation Committee of the factors described above under “Compensation Discussion and Analysis—How Decisions Are Made—Market Data” on page 27, all the named executive officers, other than Mr. Bready who joined the Company during fiscal 2015, received increases in their base salaries compared to fiscal 2014.

The base salaries for our named executive officers for fiscal 2015, compared to their base salaries in effect at the end of fiscal 2014, are set forth below:

Annual Performance Plan

Under our annual performance 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.

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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 the 2011 Incentive Plan, the minimum threshold performance goal that our Compensation Committee sets for each plan year is the achievement of 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. However, our Compensation Committee typically sets significantly higher minimum threshold performance goals for the annual performance plan in each plan year, as it did for fiscal 2015. We refer to the minimum performance goal established by the 2011 Incentive Plan as “threshold operating income performance.” In any year that our company achieves the minimum threshold performance goals set by the Compensation Committee for that year, our Compensation Committee 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.

Target Bonus Opportunities

For fiscal 2015, after its review of the market data, our Compensation Committee approved the following target bonus opportunities for each of our named executive officers, expressed as a percentage of base salary:

Performance Metrics

For fiscal 2015, the Compensation Committee allocated the target opportunity under the annual performance plan evenly among the following three performance metrics (each as adjusted by the Compensation Committee for certain acquisitions): adjusted cash EPS, adjusted revenue and adjusted operating margin. The methodology for determining, and the rationale for using, each component in the plan is outlined in the following table:

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Because these performance metrics are calculated for the sole purpose of determining compensation, they may differ from similar non-GAAP financial measures reported elsewhere. For each of these separately-calculated performance metrics, each named executive officer could earn up to 200% of the target opportunity.

The following table sets forth the range of goals for fiscal 2015 annual performance measures, our actual performance results for fiscal 2015 and the resulting payouts (expressed as a percentage of target). All goals include adjustments for our acquisitions of Ezidebit Holdings Pty Ltd, or Ezidebit, and Pay and Shop Limited, or Realex.

Payouts for 2015 Annual Performance Plan

The following table summarizes the final annual performance incentive plan payouts for each named executive officer based on fiscal 2015 performance for each performance metric and in total:

Long-Term Incentive Plan

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

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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 annual LTI grants for our named executive officers represent pay opportunity for performance at the following targets in the aggregate:

Approximately half of the LTIs granted to the executives for fiscal 2015 were in the form of performance units (expressed at target), approximately 25% were in the form of stock options, and approximately 25% were in the form of time-based restricted shares of common stock. The decision to change the LTI mix for fiscal 2015 was made at the discretion of the Compensation Committee, in consultation with its independent compensation consultant. In making this decision, the Compensation Committee took into account competitive market practices of peer groups companies, its belief that a blend of equity awards provides both an incentive and retention effect, and its belief that the utilization of the various LTI awards mitigates compensation risk that may be associated with the use of a single LTI vehicle.

In addition to the annual grants described above, in September 2014, all named executive officers received a supplemental equity grant of LPUs, and Mr. Bready received a grant of restricted shares of stock in connection with his initial hire. These grants, which were outside of our annual compensation program because they are not expected to recur from year-to-year, are described in further detail under “Supplemental Awards” beginning on page 34.

Performance Units

Commencing with fiscal 2015, the Compensation Committee redesigned the structure of the performance units. The performance units granted to the named executive officers in fiscal 2015 are earned based on the growth of our annual adjusted cash EPS over a three-year performance period, in contrast to the one-year performance period applicable to performance units granted in prior years. At the beginning of the performance period, the threshold, target and maximum annual adjusted cash EPS growth rates are set by the Compensation Committee for the entire three-year performance period. The threshold, target and maximum adjusted EPS growth goal for each of the three years in the performance period is determined as a percentage increase over the actual results from the prior fiscal year, assuming constant currencies. At the end of the performance period, the adjusted cash EPS growth performance for each year (calculated separately based on actual cash EPS from the preceding year) is evaluated and the calculated payout percentage (0% to 200% of target) is certified by the Compensation Committee. As a result, payouts for the second and third year of the performance period will be conditioned on continued growth over a long-term period. The final payout percentage (as a percentage of target) is determined as the average of each of the three annual payout percentages. The earned units will convert into unrestricted shares on the third anniversary of the performance unit grant date, provided that the Compensation Committee has previously certified the performance results described above. As a result, there is no payout of the award until the end of the three-year performance period.

As described above, the Compensation Committee believes that adjusted cash EPS growth most closely aligns the performance of our executives with the interests of our shareholders because it is a primary metric our management uses to more clearly focus on the factors we believe are pertinent to the daily management of our

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operations. Additionally, because growth rates are calculated separately for each year in the performance period and are not aggregated over the three-year performance period, the plan allows for a long-term growth goal while recalibrating to actual performance on an annual basis.

The following table summarizes the performance units based on financial performance metrics at target granted during fiscal 2015.

Stock Options

As part of the redesigned program for fiscal 2015, our Compensation Committee allocated 25% of the value of the target LTI awards to stock options. Our Compensation Committee believes stock options provide a strong incentive for creation of long-term shareholder value, as stock options may be exercised for a profit only to the extent the price of the Company’s stock appreciates after the grant date. The exercise price is the closing price of the stock on the grant date. We do not grant discounted options or re-price previously granted options. The granted stock options vest in equal installments on each of the first three anniversaries of the grant date.

During fiscal 2015, the Compensation Committee approved the following stock option grants for each of the named executive officers:

Time-Based Restricted Stock

Our Compensation Committee also introduced time-based restricted stock to our long-term incentive plan. Restricted stock represented approximately 25% of the value of target LTI awards granted to our executives in fiscal 2015. Our Compensation Committee believes restricted stock provides a retentive element to the long-term incentive program while still maintaining alignment with the long-term interests of our shareholders by tying

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the value of the awards to the value of our stock price. The restricted shares of stock vest in equal installments on each of the first three anniversaries of the grant date.

Our named executive officers received the following number of restricted shares as part of the annual compensation plan for fiscal 2015:

Supplemental Awards

Leveraged Performance Units

Our company has undergone a substantial transition since Mr. Sloan became our Chief Executive Officer in October 2013. Our long-term strategic vision has focused more aggressively on expanding our global footprint, organically and through acquisitions, while unifying our global culture and infrastructure to provide scalable and innovative service offerings. The composition of our executive and senior management teams has been significantly modified to implement this long-term vision. In order to better align long-term compensation opportunities for our new executive team with our shareholder returns over the next several years, on September 30, 2014 our named executive officers were granted performance-based restricted stock units that we refer to as “leveraged performance units,” or LPUs. Our management team’s execution of this long-term strategy has positively impacted our company, generating a 49.4% increase in our stock price from September 30, 2014 to May 31, 2015, compared to an increase in the S&P 500 index of only 6.8% over the same period. These awards are purely performance-based, and no awards will be earned unless, as of the end of the three-year performance period, a threshold level of annualized stock price appreciation is achieved. Further, if the threshold level is achieved, the amount earned will depend on whether our stock price growth outperformed the S&P 500 index. As explained below, two-thirds of the resulting shares will remain restricted and will vest in equal installments over an additional two-year period following the performance period to further enhance retention and support alignment with shareholders. For each named executive officer, the target award was determined as 35% of such officer’s targeted total compensation for fiscal 2015, as reported under “Compensation Discussion and Analysis—Elements of Executive Compensation Program” beginning on page 28.

The following LPUs were granted at target for our named executive officers on September 30, 2014 based on our closing stock price on that day of $69.88:

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LPUs are earned, if at all, at the end of a three-year performance period based on both the absolute share price appreciation of our stock and the relative share price appreciation of our stock compared to the S&P 500 index. To incentivize strong relative performance of our stock price and outperformance, our Compensation Committee structured the LPUs to result in a reduced payout multiple in the event that our stock price underperforms the S&P 500 index. After the three-year performance period, one-third of any earned LPUs will convert into unrestricted shares of our common stock, and the remaining two-thirds will convert into restricted shares of our common stock that will vest in equal installments on September 30, 2018 and 2019, which is the fourth and fifth anniversary of the LPU grant date.

The appreciation of our stock or the S&P 500 index is defined as the increase in the average closing price of our stock or the S&P 500 index, as applicable, for the twenty trading days immediately preceding the first day of the performance period compared to the average closing price for the last twenty trading days of the performance period. If our annualized stock price growth during the performance period does not meet or exceed 6.0%, or the minimum performance threshold, the LPUs will not result in any payout and will be forfeited.

If our annualized stock price growth exceeds the minimum performance threshold, the LPUs will convert into a number of shares calculated as the number of LPUs awarded multiplied by the applicable multiple payout set forth in the following table, subject to the dollar amount caps described below:

The number of shares to be issued upon conversion of the LPUs resulting from the calculation above is subject to a cap that is based on a multiple of the target value of the award as of the grant date. Specifically, if our share price outperforms the S&P 500 index, the number of shares issued upon the conversion of the LPUs, multiplied by our share price on the conversion date, cannot exceed eight times the target amount (in dollars) of the award. If the S&P 500 index outperforms our share price, then the number of shares issued upon the conversion of the LPUs, multiplied by our share price on the conversion date, cannot exceed four times the target amount (in dollars) of the target award.

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Initial Award of Restricted Shares to CFO

In addition to the annual time-based restricted stock grant, Mr. Bready received an initial grant of $1,900,000 in restricted stock, or 26,081 shares, on June 30, 2014 in connection with his initial hire on that date. These restricted shares vest in equal installments over the first four anniversaries of the grant date.

Prior Year Awards of Restricted Stock Units Earned in Fiscal 2015

During fiscal 2012, 2013 and 2014, we granted 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. Once the performance results are certified, TSR units convert into unrestricted shares of common stock. No TSR units were granted during fiscal 2015, but the TSR units granted during fiscal 2013, or the fiscal 2013 TSR units, were earned in fiscal 2015 and converted into unrestricted shares early in fiscal 2016.

The following table summarizes the structure of the fiscal 2013 TSR units:

The final payout for the fiscal 2013 TSR units was 163.75%, determined based on the average of the hypothetical payouts related to our relative TSR positioning as of August 31, 2014, November 30, 2014, February 28, 2015 and May 31, 2015, using straight-line interpolation. As a result, for the 2013 TSR units, our named executive officers earned the number of units set forth below, which were converted to unrestricted shares on a one-for-one basis:

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 limited to financial planning. 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 trips offered as rewards to certain other employees for excellent sales or other performance. 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.

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Our named executive officers are also eligible to participate in our non-qualified 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 2015, none of our named executive officers made any contributions to or withdrawals from the plan. See “Compensation of Named Executive Officers—Non-Qualified Deferred Compensation Plan” on page 46 for more detail regarding the plan.

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

Employment Agreements

We are party to an employment agreement with 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 generally 24 months following the termination of his or her employment. In exchange, we offer limited income and benefit protections to the executive, but we do not provide for any excise tax gross-ups. All of our employment agreements with named executive officers contain a term.

Messrs. Schuessler separated from the company in fiscal 2015, and Mr. Balas separated from the company in fiscal 2016. See “Compensation of Named Executive Officers—Potential Payments Upon Termination, Retirement or Change in Control” on page 47 for additional information about our employment agreements and the separation of Messrs. Schuessler and Balas from the company.

Policies and Guidelines

Policy Regarding Timing of Equity Grants

Our Compensation Committee, in its discretion, typically makes the annual grant to all eligible employees as soon as practicable after (but no earlier than) the first business day following the issuance of our earnings release for the fourth quarter of our preceding fiscal year based upon the closing price of our common stock on the grant date. Our Compensation Committee from time to time may approve supplemental or other non-recurring grants outside of our annual compensation program at any other time.

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 or her 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, each executive is required to hold his or her stock or other securities until the executive has met the applicable ownership guideline.

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.

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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-based restricted stock units granted in fiscal 2015. 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.

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 2015.

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, 2015, 2014 and 2013, which we refer to respectively as “fiscal 2015,” “fiscal 2014” and “fiscal 2013,” for our named executive officers.