Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
At the 2025 Annual Meeting of Stockholders of PayPal Holdings, Inc. (the "Company") held on June 5, 2025 (the "Annual Meeting"), the stockholders, upon the recommendation of the Company's Board of Directors, approved the amendment and restatement of the PayPal Holdings, Inc. 2015 Equity Incentive Award Plan (the "2015 Plan" and, as amended and restated, the "Amended Equity Plan"). The Amended Equity Plan increased the number of shares of common stock of the Company (the "Shares") reserved for issuance under the 2015 Plan by an additional 15 million Shares.
A summary of the Amended Equity Plan was also included as part of Proposal 3 in the Company's definitive proxy statement filed on Schedule 14A with the Securities and Exchange Commission on April 21, 2025 (the "Proxy Statement"). The summary of the Amended Equity Plan provided herein and that contained in the Proxy Statement is qualified in its entirety by reference to the full text of the Amended Equity Plan, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K, and is incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the Annual Meeting, the stockholders:
1.Elected the 11 director nominees named in the Company's Proxy Statement to serve as directors until the Company's 2026 Annual Meeting of Stockholders and until their respective successors are elected and qualified.
2.Approved, on an advisory basis, the compensation of the named executive officers.
3.Approved the amendment and restatement of the 2015 Equity Incentive Award Plan.
4.Ratified the appointment of PricewaterhouseCoopers LLP as the Company's independent auditor for 2025.
5.Did not approve the stockholder proposal titled "Report on Charitable Giving."
6.Did not approve the stockholder proposal titled "Reduce Threshold to Call Special Meeting of Stockholders."
Set forth below are the voting results for each matter presented at the Annual Meeting. Percentages provided are based on the votes used to determine the results for such proposal under the applicable approval standard disclosed in the Proxy Statement.
Proposal 1: Election of Directors:
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Director Nominees
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Votes For
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% For*
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Votes Against
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% Against
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Abstentions
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Broker Non-Votes
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Joy Chik
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645,435,714
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99.7%
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1,711,780
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0.3%
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779,055
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124,555,256
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Alex Chriss
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642,689,742
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99.3%
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4,467,127
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0.7%
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769,680
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124,555,256
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Jonathan Christodoro
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636,424,282
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98.3%
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10,685,477
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1.7%
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816,790
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124,555,256
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Carmine Di Sibio
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644,999,670
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99.7%
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2,089,063
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0.3%
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837,816
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124,555,256
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David W. Dorman
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609,859,305
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94.2%
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37,249,913
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5.8%
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817,331
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124,555,256
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Enrique Lores
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611,465,781
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96.1%
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25,099,467
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3.9%
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11,361,301
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124,555,256
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Gail J. McGovern
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631,666,966
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97.8%
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14,038,276
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2.2%
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2,221,307
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124,555,256
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Deborah M. Messemer
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645,148,810
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99.7%
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1,982,665
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0.3%
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795,074
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124,555,256
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David M. Moffett
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626,501,800
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96.8%
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20,586,879
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3.2%
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837,870
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124,555,256
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Ann M. Sarnoff
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645,185,426
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99.7%
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1,933,358
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0.3%
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807,765
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124,555,256
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Frank D. Yeary
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639,681,047
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98.9%
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7,437,836
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1.1%
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807,666
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124,555,256
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*Percentage results reported throughout this Form 8-K may not sum due to rounding.
Each of the 11 nominees was elected to the Board, each to hold office until the Company's 2026 Annual Meeting of Stockholders and until their respective successors are elected and qualified.
Proposal 2: Advisory Vote to Approve Named Executive Officer Compensation:
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Votes For
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582,901,538
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90.0
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%
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Votes Against
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63,801,981
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9.8
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%
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Abstentions
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1,223,030
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0.2
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%
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Broker Non-Votes
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124,555,256
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The proposal was approved.
Proposal 3: Approval of the PayPal Holdings, Inc. 2015 Equity Incentive Award Plan, as Amended and Restated:
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Votes For
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428,164,854
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66.1
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%
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Votes Against
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218,692,662
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33.8
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%
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Abstentions
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1,069,033
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0.2
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%
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Broker Non-Votes
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124,555,256
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The proposal was approved.
Proposal 4: Ratification of the Appointment of PricewaterhouseCoopers LLP as the Company's Independent Auditor for 2025:
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Votes For
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708,979,988
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91.8
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%
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Votes Against
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62,354,251
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8.1
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%
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Abstentions
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1,147,566
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0.1
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%
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Broker Non-Votes
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n/a
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The appointment was ratified.
Proposal 5: Stockholder Proposal: Report on Charitable Giving:
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Votes For
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9,210,846
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1.4
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%
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Votes Against
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634,587,222
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97.9
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%
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Abstentions
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4,128,481
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0.6
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%
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Broker Non-Votes
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124,555,256
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The proposal was not approved.
Proposal 6: Stockholder Proposal: Reduce Threshold to Call Special Meeting of Stockholders:
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Votes For
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284,178,682
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43.9
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%
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Votes Against
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362,495,326
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55.9
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%
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Abstentions
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1,252,541
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0.2
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%
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Broker Non-Votes
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124,555,256
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The proposal was not approved.