PayPal Proxy: Vote FOR Directors, Pay, Equity Plan; AGAINST Proposals

TL;DR

PayPal proxy out: Vote FOR directors, pay, equity plan. Vote AGAINST shareholder proposals. Board refreshed.

AI Summary

PayPal Holdings, Inc. filed a Definitive Proxy Statement (DEFA14A) on May 16, 2025, outlining key proposals for its 2025 Annual Meeting. Shareholders are asked to vote FOR the election of directors, a "Say-on-Pay" advisory vote, and an amendment to the equity plan. They are also urged to vote AGAINST two stockholder proposals. The company highlights its refreshed Board of Directors, emphasizing their diverse skills and experiences.

Why It Matters

This filing is crucial for shareholders as it details the company's governance proposals and management's recommendations, directly impacting their voting rights and the future direction of PayPal.

Risk Assessment

Risk Level: low — This is a standard proxy filing detailing upcoming shareholder votes and board recommendations, not indicating immediate financial risk.

Key Players & Entities

• PayPal Holdings, Inc. (company) — Registrant
• May 16, 2025 (date) — Filing Date
• 2025 Annual Meeting (event) — Meeting Date

FAQ

From the Filing

0001193125-25-121794.txt : 20250516 0001193125-25-121794.hdr.sgml : 20250516 20250516170828 ACCESSION NUMBER: 0001193125-25-121794 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 14 FILED AS OF DATE: 20250516 DATE AS OF CHANGE: 20250516 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PayPal Holdings, Inc. CENTRAL INDEX KEY: 0001633917 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] ORGANIZATION NAME: 07 Trade & Services EIN: 472989869 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEFA14A SEC ACT: 1934 Act SEC FILE NUMBER: 001-36859 FILM NUMBER: 25960420 BUSINESS ADDRESS: STREET 1: 2211 NORTH FIRST STREET CITY: SAN JOSE STATE: CA ZIP: 95131 BUSINESS PHONE: (408) 967-1000 MAIL ADDRESS: STREET 1: 2211 NORTH FIRST STREET CITY: SAN JOSE STATE: CA ZIP: 95131 DEFA14A 1 d946851ddefa14a.htm DEFA14A DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material under §240.14a-12 PAYPAL HOLDINGS, 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 all boxes that apply): No fee required. Fee paid previously with preliminary materials. Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. Spring 2025 Stockholder Outreach Key 2025 Annual Meeting themes Vote FOR Election of Directors Vote FOR Say-on-Pay Vote FOR Equity Plan Amendment Vote AGAINST Stockholder Proposals Our refreshed Board is equipped with a balanced mix of skillsets, qualifications, and experiences aligned to effectively drive our go-forward transformation strategy. In 2024, our Board worked closely with our transformed leadership team to narrow our focus, enhance execution, and reposition the business while returning to profitable growth. Our enhanced 2024 executive compensation program is designed to strengthen pay for performance alignment, increase the focus on profitable growth, reduce burn rate, and motivate leaders to successfully drive strategy. 2024 compensation outcomes are based on financial performance, reflect strong pay-for-performance alignment, and promote long term stockholder interests. We strategically utilize equity compensation to attract and retain top candidates in our highly competitive market for talent. Our equity compensation usage is governed by leading corporate governance practices, thoughtfully evaluated, and carefully monitored for dilution. There are two stockholder proposals on the ballot for PayPal’s 2025 Annual Meeting; the Board recommends Against each of them because PayPal already has comprehensive and diligent policies and practices in place regarding the matters at hand. The proposals’ requests are an inefficient use of Company resources and are not in the best interest of PayPal or its stockholders. Win Checkout: Created a best-in-class branded checkout experience; focused on scaling innovation to provide rewarding consumer shopping experiences and drive increased conversion for our merchants. Scale Omni: Launched PayPal Everywhere, driving significant increases in debit card adoption and opening new spend categories; continuing strong momentum through new in-store payment methods internationally. Grow Venmo: Focused on growing Venmo revenue by improving the peer-to-peer payment experience, driving adoption of monetized products and expanding Pay with Venmo's acceptance with major brands. Accelerate Small and Medium-Sized Business: With PayPal Complete Payments, we took the first step toward an end-to-end suite of commerce solutions th