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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): March 25, 2024
PayPal Holdings, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-36859 | 47-2989869 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer 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 |
Name of each exchange |
||
| 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
On March 25, 2024, Belinda Johnson informed PayPal Holdings, Inc. (“PayPal” or the “Company”) that she will not stand for re-election to PayPal’s Board of Directors (“Board”) when her current term expires at PayPal’s 2024 Annual Meeting of Stockholders (“2024 Annual Meeting”). Ms. Johnson’s decision was not a result of any disagreement with the Company. The Board anticipates that it will reduce the size of the Board to 11 directors effective immediately before the 2024 Annual Meeting.
Item 8.01. Other Events
On March 28, 2024, the Company announced that the Board plans to appoint Carmine Di Sibio as a director effective July 1, 2024. Mr. Di Sibio is currently Global Chair and CEO of EY (“EY”), and has previously announced that he will retire from EY in June 2024. In accordance with EY policy and practice, he is unable to join a public company board prior to his retirement.
A copy of the Company’s press release announcing Ms. Johnson’s decision not to stand for re-election and the Board’s plans to appoint Mr. Di Sibio is attached as Exhibit 99.1 to this Current Report on Form 8-K, and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
| 99.1 | Press Release dated March 28, 2024 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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.
| PayPal Holdings, Inc. | ||||||
| (Registrant) | ||||||
| Date: March 28, 2024 |
/s/ Brian Y. Yamasaki |
|||||
| Name: Brian Y. Yamasaki | ||||||
| Title: Vice President, Corporate Legal and Secretary | ||||||
EXHIBIT 99.1
PayPal Plans to Appoint Carmine Di Sibio to Board of Directors
Board intends to appoint Carmine Di Sibio, EY’s outgoing Global Chairman and CEO, as an
independent director, effective July 2024
Belinda Johnson plans to retire from the Board at the Annual Meeting
SAN JOSE, Calif., Mar. 28, 2024 /PRNewswire/ — PayPal Holdings, Inc. (NASDAQ: PYPL) today announced its Board of Directors intends to appoint Carmine Di Sibio, outgoing Global Chairman and CEO of EY, to the Board as an independent director, effective July 1, 2024.
“We are very pleased about the planned addition of Carmine to our Board given his demonstrated record of championing innovation, extensive experience advising regulated financial companies, and keen understanding of what it takes for global companies to succeed,” said Alex Chriss, President and CEO, PayPal. “If appointed, Carmine will be helpful in sharing his expertise in driving transformation and profitable growth in markets around the world to help us revolutionize commerce globally.”
Di Sibio has been with EY, one of the largest professional services organizations in the world with more than 380,000 people in 150 countries, since 1985. He was named Global Chairman and CEO in 2019. Prior to being elected to his current post, Carmine served as EY Global Managing Partner – Client Service. Carmine has spearheaded EY’s innovation efforts, including helping to create the Global Innovation team to redefine how EY uses technology to both transform existing services and create new solutions. Since joining EY in 1985, he has served as an Advisory and Assurance partner for many of the firm’s largest financial services accounts. He held several leadership positions, including Chair of the Global Financial Services Markets Executive and Regional Managing Partner for the Americas Financial Services Organization (FSO), where he started EY Risk Management and Regulatory Services.
Di Sibio previously announced he will retire from EY in June 2024. In accordance with EY policy and practice, he is only able to join a public company board upon his retirement.
In addition, Belinda Johnson who has served as a director since 2017, has informed the company that she will retire from the Board and not stand for re-election at the 2024 Annual Meeting of Stockholders in May.
“We want to thank Belinda for her contribution and service to PayPal and the Board over the past seven years,” said John Donahoe, Chair of the PayPal Board of Directors. “She has made a real positive impact. Her experience and thoughtful counsel have made PayPal a better company.”
About PayPal
PayPal has been revolutionizing commerce globally for more than 25 years. Creating innovative experiences that make moving money, selling, and shopping simple, personalized, and secure, PayPal empowers consumers and businesses in approximately 200 markets to join and thrive in the global economy. For more information, visit https://www.paypal.com, https://about.pypl.com, and https://investor.pypl.com.
Investor Relations Contact:
Ryan Wallace, ryanwallace@paypal.com
Media Relations Contact:
Josh Criscoe, jcriscoe@paypal.com