Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 27, 2022, the Board of Directors (the "Board") of Global Payments
Inc. (the "Company") appointed Joseph Osnoss to serve on the Board, effective
that day, for a term expiring at the next annual meeting of shareholders of the
Company, and until his successor is elected and qualified, or until his earlier
death, resignation or removal. Concurrent with his appointment to the Board, Mr.
Osnoss was appointed to the Compensation Committee and the Technology Committee
of the Board. In connection with the appointment of Mr. Osnoss to the Board, the
size of the Board was increased from eleven to twelve directors.
Mr. Osnoss was appointed to the Board pursuant to the previously announced
Investment Agreement (the "Investment Agreement"), dated as of August 1, 2022,
by and among the Company and Silver Lake Partners VI DE (AIV), L.P. and Silver
Lake Alpine II, L.P. The Investment Agreement was previously filed as Exhibit
10.4 to the Company's Current Report on Form 8-K, filed with the Securities and
Exchange Commission (the "SEC") on August 2, 2022 (the "Previous 8-K"), and is
incorporated by reference herein. The description of the arrangements and
understandings with respect to Board representation in the Investment Agreement
contained in the Previous 8-K is incorporated by reference herein.
Except as set forth above, there are no arrangements or understandings between
Mr. Osnoss and any other persons pursuant to which he was selected to serve as a
director. Additionally, there are no transactions involving the Company and Mr.
Osnoss that the Company would be required to report pursuant to Item 404(a) of
Regulation S-K.
Mr. Osnoss will be entitled to receive compensation for his Board and committee
service in accordance with the Company's standard compensation arrangements for
non-employee directors as described in the Company's definitive proxy statement
on Schedule 14A filed with the SEC on March 17, 2022.
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