PAYPAL HOLDINGS, INC. Item 5.07 Submission of Matters to a Vote of Security Holders.
At the 2022 Annual Meeting of Stockholders of
1. Elected the 12 director nominees named in the Company's 2022 Proxy
Statement to serve as directors until the Company's 2023 Annual Meeting
of Stockholders and until their respective successors are elected and
qualified;
2. Approved, on an advisory basis, the compensation of the named executive
officers;
3. Approved, on an advisory basis, a frequency of "Every Year" for the
stockholder advisory vote to approve the compensation of the named
executive officers;
4. Ratified the appointment of
independent auditor for 2022; and
5. Did not approve the stockholder proposal titled "Special Shareholder
Meeting Improvement".
Set forth below are the voting results for each matter presented at the Annual Meeting. Percentages provided are based on the votes used to determine the results for such proposal under the applicable approval standard disclosed in the 2022 Proxy Statement.
Proposal 1: Election of Directors:
Votes % Votes %
Director Nominees For For Against Against Abstentions Broker Non-Votes
Rodney C. Adkins 707,068,453 90.46 % 74,551,540 9.53 % 3,061,333 140,081,846
Jonathan Christodoro 759,428,157 97.16 % 22,189,715 2.83 % 3,063,454 140,081,846
John J. Donahoe 745,068,891 95.55 % 34,648,066 4.44 % 4,964,369 140,081,846
David W. Dorman 747,533,046 95.88 % 32,099,726 4.11 % 5,048,554 140,081,846
Belinda J. Johnson 774,644,519 98.86 % 8,862,526 1.13 % 1,174,281 140,081,846
Enrique Lores 749,037,051 95.60 % 34,420,365 4.39 % 1,223,910 140,081,846
Gail J. McGovern 757,311,189 97.13 % 22,354,349 2.86 % 5,015,788 140,081,846
Deborah M. Messemer 774,628,629 98.86 % 8,891,344 1.13 % 1,161,353 140,081,846
David M. Moffett 763,804,453 97.52 % 19,421,989 2.47 % 1,454,884 140,081,846
Ann M. Sarnoff 773,837,040 98.76 % 9,659,710 1.23 % 1,184,576 140,081,846
Daniel H. Schulman 774,714,572 98.97 % 8,050,059 1.02 % 1,916,695 140,081,846
Frank D. Yeary 773,307,778 98.80 % 9,367,569 1.19 % 2,005,979 140,081,846
Each of the 12 nominees was elected to the Board, each to hold office until the Company's 2023 Annual Meeting of Stockholders and until their respective successors are elected and qualified.
Proposal 2: Advisory Vote to Approve Named Executive Officer Compensation:
Votes For: 693,336,873 88.35 % Votes Against: 87,613,812 11.16 % Abstentions: 3,730,641 0.47 % Broker Non-Votes: 140,081,846
The proposal was approved.
Proposal 3: Advisory Vote on the Frequency of the Stockholder Advisory Vote to Approve Named Executive Officer Compensation:
Votes For "Every Year": 773,597,110 99.05 %
Votes For "Every Two Years": 1,418,143 0.18 % Votes For "Every Three Years": 5,981,059 0.76 % Abstentions:
3,685,014
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The proposal (commonly referred to as a "say-on-frequency" proposal) was
approved. In accordance with the voting results on this proposal, the Company
has determined to hold an advisory vote on executive compensation every year
until the next say-on-frequency vote. A say-on-frequency vote is required to be
held at least once every six years.
Proposal 4: Ratification of the Appointment of
Votes For: 867,916,636 93.85 % Votes Against: 53,028,985 5.73 % Abstentions: 3,817,551 0.41 % Broker Non-Votes: n/a
The appointment was ratified.
Proposal 5: Stockholder Proposal: Special Shareholder Meeting Improvement:
Votes For: 369,080,003 47.03 % Votes Against: 413,627,862 52.71 % Abstentions: 1,973,461 0.25 % Broker Non-Votes: 140,081,846
The proposal was not approved.
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