Global Payments names exclusive court for internal claims
Shareholders must meet a 1% ownership threshold to commence or maintain derivative proceedings on Global Payments’ behalf.
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Rhea-AI Filing Summary
Global Payments Inc. amended its bylaws effective immediately on October 28, 2026, following recent amendments to the Georgia Business Corporation Code. The changes make the Georgia State-wide Business Court the sole and exclusive forum for internal entity claims, including proceedings related to a shareholder’s court-ordered inspection of corporate records. They also set a 1% minimum ownership threshold for shareholders to commence or maintain a derivative proceeding on the company’s behalf.
8-K Event Classification
Key Figures
Key Terms
internal entity claims regulatory
derivative proceeding regulatory
court-ordered inspection regulatory
FAQ
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What forum will hear internal entity claims involving GPN?
What ownership threshold applies to GPN derivative proceedings?
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
Commission file number
(Exact name of registrant as specified in charter)
| (State or other jurisdiction of incorporation) |
(I.R.S. Employer Identification No.) |
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| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including
area code: (
None
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act
| Title of each class | Trading Symbol | Name of exchange on which registered | ||
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:
| 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-2b 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)) |
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 5.03. | Amendments to Articles of Incorporation or Bylaws. |
On October 28, 2026, in connection with recent amendments to the Georgia Business Corporation Code, the Board of Directors of Global Payments Inc. (the “Company”) approved amendments to the Company’s Twelfth Amended and Restated Bylaws (the “Bylaws”), effective immediately. The amendments to the Bylaws:
(i) provide that the Georgia State-wide Business Court will be the sole and exclusive forum for internal entity claims, including, but not limited to, proceedings related to the court-ordered inspection of corporate records by a shareholder; and
(ii) establish a minimum ownership threshold of 1 percent for shareholders to commence or maintain a derivative proceeding on behalf of the Company.
The foregoing summary does not purport to be complete and is qualified in its entirety by the text of the Bylaws, as amended and restated, a copy of which is filed herewith as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
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Exhibit |
Description | |
| 3.1 | Amended and Restated Bylaws of Global Payments Inc., as amended and restated on October 28, 2026 | |
| 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.
| GLOBAL PAYMENTS INC. | ||
| Date: November 2, 2026 | By: | /s/ Dara Steele-Belkin |
| Dara Steele-Belkin | ||
| Chief Legal Officer | ||