0001123360 false 0001123360 2024-04-25 2024-04-25 0001123360 us-gaap:CommonStockMember 2024-04-25 2024-04-25 0001123360 gpn:A4875SeniorNotesDue2031Member 2024-04-25 2024-04-25

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 25, 2024
Commission file number 001-16111
GLOBAL PAYMENTS INC.
(Exact name of registrant as specified in charter)

Georgia |  | 58-2567903
(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)

3550 Lenox Road, Atlanta, Georgia |  | 30326
(Address of principal executive offices) |  | (Zip Code)

Registrant’s telephone number, including area code: (770) 829-8000

None
(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:
Title of each class |  | Trading Symbol |  | Name of exchange on which registered
Common stock, no par value |  | GPN |  | New York Stock Exchange
4.875% Senior Notes due 2031 |  | GPN31A |  | New York Stock Exchange

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07. Submission of Matters to a Vote of Security Holders.
On April 25, 2024, the Company held its 2024 Annual Meeting of Shareholders (the "Annual Meeting"). The following matters were submitted to a vote of the shareholders:
Proposal 1. Election of directors.

Nominee | Votes in Favor | Votes Against | Abstentions | Broker Non-Votes
M. Troy Woods | 201,225,649 | 3,309,181 | 108,293 | 21,755,128
Cameron M. Bready | 204,263,300 | 243,748 | 136,075 | 21,755,128
F. Thaddeus Arroyo | 202,943,061 | 1,562,436 | 137,626 | 21,755,128
Robert H.B. Baldwin, Jr. | 201,360,260 | 3,140,450 | 142,413 | 21,755,128
John G. Bruno | 199,245,449 | 5,245,544 | 152,130 | 21,755,128
Joia M. Johnson | 201,983,458 | 2,520,259 | 139,406 | 21,755,128
Kirsten Kliphouse | 204,230,656 | 275,327 | 137,140 | 21,755,128
Ruth Ann Marshall | 200,147,847 | 4,358,451 | 136,825 | 21,755,128
Connie D. McDaniel | 202,678,368 | 1,833,749 | 131,006 | 21,755,128
Joseph H. Osnoss | 152,069,993 | 52,414,209 | 158,921 | 21,755,128
William B. Plummer | 203,619,001 | 880,333 | 143,789 | 21,755,128
John T. Turner | 202,802,480 | 1,717,747 | 122,896 | 21,755,128

Proposal 2. Advisory vote to approve named executive officer compensation for the year ended December 31, 2023.

Votes in Favor |  | Votes Against |  | Abstentions |  | Broker Non-Votes
180,002,741 |  | 24,426,814 |  | 213,568 |  | 21,755,128

Proposal 3. Ratification of the reappointment of Deloitte & Touche LLP as the Company’s independent public accountants for the year ending December 31, 2024.

Votes in Favor |  | Votes Against |  | Abstentions |  | Broker Non-Votes
209,936,922 |  | 16,350,883 |  | 110,446 |  | —

Proposal 4. Advisory vote on disclosure of political spending.

Votes in Favor |  | Votes Against |  | Abstentions |  | Broker Non-Votes
78,221,553 |  | 125,589,876 |  | 831,694 |  | 21,755,128

Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

|  | GLOBAL PAYMENTS INC. |
Date: | April 29, 2024 | By: /s/ David L. Green |
|  | David L. Green |
|  | Senior Executive Vice President, Chief Administrative and Legal Officer |