PayPal Board Changes & New Legal Chief Appointed

TL;DR

PayPal's board is shaking up: Donahoe out, Dorman & Pinkston in. Wilson takes over legal. Equity plan amended.

AI Summary

On June 5, 2025, PayPal Holdings, Inc. filed an 8-K report detailing the departure of Director, John J. Donahoe, and the election of new directors, including David D. Dorman and Arnold L. Pinkston. The filing also announced the appointment of Michelle Wilson as Chief Legal Officer and General Counsel, effective June 10, 2025. Additionally, it covers the approval of an amendment to the 2022 Equity Incentive Plan.

Why It Matters

Changes in board composition and key executive appointments can signal shifts in company strategy or governance, impacting investor confidence and future performance.

Risk Assessment

Risk Level: medium — Board and executive changes, along with equity plan amendments, can introduce uncertainty regarding future strategic direction and compensation practices.

Key Players & Entities

• PayPal Holdings, Inc. (company) — Registrant
• John J. Donahoe (person) — Departing Director
• David D. Dorman (person) — Newly Elected Director
• Arnold L. Pinkston (person) — Newly Elected Director
• Michelle Wilson (person) — Appointed Chief Legal Officer and General Counsel
• June 5, 2025 (date) — Date of earliest event reported
• June 10, 2025 (date) — Effective date for Michelle Wilson's appointment

FAQ

From the Filing

0001633917-25-000105.txt : 20250609 0001633917-25-000105.hdr.sgml : 20250609 20250609163539 ACCESSION NUMBER: 0001633917-25-000105 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 13 CONFORMED PERIOD OF REPORT: 20250605 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20250609 DATE AS OF CHANGE: 20250609 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-36859 FILM NUMBER: 251034623 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 8-K 1 pypl-20250605.htm 8-K pypl-20250605 0001633917 false 0001633917 2025-06-05 2025-06-05 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): June 5, 2025 PayPal Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36859 47-2989869 (State or other jurisdiction (Commission File Number) (I.R.S. Employer of incorporation) Identification No.) 2211 North First Street San Jose , CA 95131 (Address of principal executive offices) ( 408 )  967-1000 (Registrant’s telephone number, including area code) Not Applicable (Former name or former address, if changed since last report) 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 (see General Instruction A.2. below): ☐     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)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common stock, $0.0001 par value per share PYPL NASDAQ Global Select Market 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 5.02. 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 Pl