What happened to the Global Payments shareholder proposal on written consent rights?

Shareholders rejected the proposal to provide a shareholder right to act by written consent. The vote recorded 58,311,193 shares for, 167,913,794 against, 593,341 abstentions, and 22,191,119 broker non-votes, so the company’s current rules on how shareholders act remain unchanged.

Global Payments (NYSE: GPN) investors back board, OK pay and auditor, reject consent proposal

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Global Payments Inc. reported voting results from its 2026 Annual Meeting of Shareholders. Investors elected twelve directors to the Board, with each nominee receiving over 218 million votes in favor alongside typical levels of broker non-votes.

Shareholders approved, on an advisory basis, compensation for named executive officers for the year ended December 31, 2025, with about 146.6 million votes for and 79.7 million against. They also ratified Deloitte & Touche LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026. A shareholder proposal to grant a right to act by written consent was rejected, with approximately 167.9 million votes against and 58.3 million for.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Votes for director M. Troy Woods: 223,200,682 votes Votes for executive compensation: 146,640,626 votes Votes against executive compensation: 79,718,672 votes +3 more

6 metrics

Votes for director M. Troy Woods 223,200,682 votes Election of directors, Proposal 1

Votes for executive compensation 146,640,626 votes Advisory say-on-pay, year ended December 31, 2025

Votes against executive compensation 79,718,672 votes Advisory say-on-pay, year ended December 31, 2025

Votes for auditor ratification 235,165,069 votes Ratification of Deloitte & Touche LLP for fiscal 2026

Votes for written-consent rights proposal 58,311,193 votes Shareholder proposal on right to act by written consent

Votes against written-consent rights proposal 167,913,794 votes Shareholder proposal on right to act by written consent

Key Terms

broker non-votes, advisory vote, independent registered public accounting firm, shareholder proposal

4 terms

broker non-votes financial

"Abstain | | | Broker Non-Votes 146,640,626 | | 79,718,672 | | 459,030 | | 22,191,119"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

advisory vote financial

"Proposal 2. Advisory vote to approve compensation of the named executive officers"

An advisory vote is a shareholder poll that expresses investors’ approval or concern about a company’s policy, executive pay, board decisions or other governance matters but does not legally force the company to act. Think of it like a customer survey: it signals investor sentiment and can pressure management to change course, so investors watch the result as a guide to future governance, risk and potential shifts in strategy.

independent registered public accounting firm financial

"ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

shareholder proposal financial

"rejected a shareholder proposal regarding a shareholder right to act by written consent"

A shareholder proposal is a formal suggestion submitted by an owner of a company’s stock asking other investors to vote on a specific change in company policy, governance, or operations at a shareholder meeting. It matters to investors because proposals can force public discussion, lead to changes that affect risk, costs, or reputation, and serve as a signal of investor priorities—like a homeowner proposing a new rule at a building meeting that could change how the whole property is run.

Understanding 8-K Material Events →

05/04/2026 - 08:00 AM

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): April 30, 2026

Commission file number 001-16111

GLOBAL PAYMENTS INC.

(Exact name of registrant as specified in charter)

Georgia	58-2567903
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
3550 Lenox Road, Atlanta, Georgia	30326
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (770) 829-8000

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
Common stock, no par value	GPN	New York Stock Exchange
4.875% Senior Notes due 2031	GPN31A	New York Stock Exchange

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))

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 5.07. Submission of Matters to a Vote of Security Holders.

On April 30, 2026, Global Payments Inc. (the "Company") held its 2026 Annual Meeting of Shareholders (the “Annual Meeting”). At the Annual Meeting, the Company’s shareholders (1) elected each of the twelve nominees listed below to serve on the Board of Directors, (2) approved, on an advisory basis, the Company’s named executive officers’ compensation for the year ended December 31, 2025, (3) ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026, and (4) rejected a shareholder proposal regarding a shareholder right to act by written consent.

The voting results at the Annual Meeting were as follows:

Proposal 1. Election of Directors

Board of Directors Nominee	For		Against		Abstain		Broker Non-Votes
M. Troy Woods		223,200,682		3,541,472		76,174		22,191,119
Cameron M. Bready		225,933,003		802,017		83,308		22,191,119
F. Thaddeus Arroyo		225,252,271		1,484,739		81,318		22,191,119
John G. Bruno		218,182,491		8,533,830		102,007		22,191,119
Archana Deskus		226,171,317		550,262		96,749		22,191,119
Joia M. Johnson		222,506,385		4,217,755		94,188		22,191,119
Kristen M. Kliphouse		225,807,817		916,025		94,486		22,191,119
Connie D. McDaniel		224,650,321		2,092,744		75,263		22,191,119
Joseph S. Osnoss		223,849,113		2,869,978		99,237		22,191,119
William B. Plummer		224,517,175		2,210,263		90,890		22,191,119
Vivek Sankaran		225,445,276		1,269,443		103,609		22,191,119
Patricia A. Watson		226,142,767		586,374		89,187		22,191,119

Proposal 2. Advisory vote to approve compensation of the named executive officers for the year ended December 31, 2025.

For		Against		Abstain		Broker Non-Votes
146,640,626		79,718,672		459,030		22,191,119

Proposal 3. Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent public accounting firm for the year ending December 31, 2026.

For		Against		Abstain		Broker Non-Votes
235,165,069		13,648,321		196,057		0

Proposal 4. Advisory vote on shareholder proposal regarding shareholder right to act by written consent.

For		Against		Abstain		Broker Non-Votes
58,311,193		167,913,794		593,341		22,191,119

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: May 4, 2026	By:	/s/ Dara Steele-Belkin
	Dara Steele-Belkin
	Chief Legal Officer and Corporate Secretary

Source: View Original Filing on SEC EDGAR

FAQ

What did Global Payments (GPN) shareholders decide at the 2026 Annual Meeting?

Shareholders elected twelve directors, approved executive pay on an advisory basis, ratified Deloitte & Touche LLP as auditor for 2026, and rejected a shareholder proposal seeking a right to act by written consent. These outcomes maintain the company’s existing governance and compensation framework.

How did Global Payments (GPN) shareholders vote on director elections in 2026?

All twelve director nominees were elected with strong support. For example, nominee M. Troy Woods received 223,200,682 votes for and 3,541,472 against, alongside 76,174 abstentions and 22,191,119 broker non-votes. Other nominees also received over 218 million votes in favor.

Was Global Payments’ 2025 executive compensation approved by shareholders?

Yes, shareholders approved Global Payments’ named executive officers’ compensation for 2025 on an advisory basis. The vote totaled 146,640,626 for, 79,718,672 against, 459,030 abstentions, and 22,191,119 broker non-votes, indicating a majority endorsement of the company’s pay practices for that year.

Which auditor did Global Payments (GPN) shareholders ratify for fiscal 2026?

Shareholders ratified Deloitte & Touche LLP as Global Payments’ independent public accounting firm for the year ending December 31, 2026, with 235,165,069 votes for, 13,648,321 against, and 196,057 abstentions. There were no broker non-votes on this proposal, reflecting broad shareholder participation in the ratification.

Filing Exhibits & Attachments

4 documents