PayPal (NASDAQ: PYPL) investors approve 2026 equity plan and all director nominees

Rhea-AI Filing Summary

PayPal Holdings, Inc. reported results from its 2026 Annual Meeting and disclosed an executive departure. Stockholders elected 11 directors, approved on an advisory basis the compensation of named executive officers, and ratified PricewaterhouseCoopers LLP as independent auditor for 2026.

Investors also approved the new 2026 Equity Incentive Award Plan, which replaces the 2015 plan as the source of equity awards from May 19, 2026. The 2026 plan authorizes up to 39,100,000 shares of common stock, plus up to 44,600,000 additional shares from certain awards under the 2015 plan that later lapse or are cash-settled. Two stockholder proposals on conflict-zone services and lowering the threshold to call special meetings were not approved. Separately, PayPal confirmed that Diego Scotti will cease serving as EVP, General Manager, Consumer Group effective June 2, 2026, and will receive severance benefits consistent with a termination without cause under the company’s Executive Change in Control and Severance Plan.

8-K Event Classification

3 items: 5.02, 5.07, 9.01

3 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

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.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

2026 Plan new share pool: 39,100,000 shares 2015 Plan carryover shares: 44,600,000 shares Directors elected: 11 nominees +5 more

8 metrics

2026 Plan new share pool 39,100,000 shares Shares of common stock authorized under 2026 Equity Incentive Award Plan

2015 Plan carryover shares 44,600,000 shares Additional shares that may return to availability from 2015 Plan awards

Directors elected 11 nominees Number of director nominees elected to serve until 2027 meeting

Say-on-pay support 90.2% Advisory vote to approve named executive officer compensation

Equity plan approval support 72.5% Votes for PayPal 2026 Equity Incentive Award Plan

Auditor ratification support 91.2% Votes for ratifying PricewaterhouseCoopers LLP as 2026 auditor

Conflict-zones proposal support 11.2% Votes for stockholder proposal on services in conflict zones

Special-meeting threshold proposal support 41.1% Votes for proposal to reduce threshold to call special meetings

Key Terms

Equity Incentive Award Plan, broker non-votes, advisory basis, independent auditor, +2 more

6 terms

Equity Incentive Award Plan financial

"approved the PayPal Holdings, Inc. 2026 Equity Incentive Award Plan (the “2026 Plan”)"

broker non-votes financial

"Abstentions | Broker Non-Votes Joy Chik | 535,017,654 ... | 146,472,262"

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 basis financial

"Approved, on an advisory basis, the compensation of the named executive officers."

independent auditor financial

"Ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent auditor for 2026."

An independent auditor is an outside, qualified accounting professional or firm that examines a company's financial records and controls to determine whether its financial statements are accurate and prepared according to accepted accounting rules. Like a neutral referee or home inspector, the auditor issues a report that gives investors confidence (or raises red flags) about the reliability of the numbers, which affects assessments of risk, valuation and investment decisions.

termination without cause financial

"severance payments and benefits applicable upon a termination without cause (and not in connection with a change in control of the Company)"

Executive Change in Control and Severance Plan financial

"under the Company’s Executive Change in Control and Severance Plan."

Understanding 8-K Material Events →

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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): May 19, 2026

PayPal Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware			001-36859			47-2989869
(State or other jurisdiction			(Commission File Number)			(I.R.S. Employer
of incorporation)						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 Symbol(s)			Name of each exchange on which registered
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.

(b) and (e)

As previously announced on April 29, 2026, effective as of June 2, 2026, Diego Scotti will cease to serve as the EVP, General Manager, Consumer Group of the Company. In connection with Mr. Scotti’s departure, the Company and Mr. Scotti entered into a separation and release agreement on May 20, 2026, which provides that Mr. Scotti will be eligible to receive the severance payments and benefits applicable upon a termination without cause (and not in connection with a change in control of the Company) under the Company’s Executive Change in Control and Severance Plan.

(e)

At the 2026 Annual Meeting of Stockholders of PayPal Holdings, Inc. (the “Company”) held on May 19, 2026 (the “Annual Meeting”), the stockholders, upon the recommendation of the Company’s Board of Directors, approved the PayPal Holdings, Inc. 2026 Equity Incentive Award Plan (the “2026 Plan”) to replace the PayPal Holdings, Inc. 2015 Equity Incentive Award Plan, as amended and restated (the “2015 Plan”) as the source of equity awards granted on or after May 19, 2026. The 2026 Plan authorizes the issuance of up to 39,100,000 shares of the Company’s common stock, plus up to 44,600,000 shares of the Company’s common stock underlying awards granted under the 2015 Plan that expire or are terminated, are settled in cash without the delivery of shares, or otherwise become available in accordance with the terms of the 2015 Plan after May 19, 2026.

A summary of the 2026 Plan was included as part of Proposal 3 in the Company’s definitive proxy statement filed on Schedule 14A with the Securities and Exchange Commission on April 7, 2026 (the “Proxy Statement”). The summary of the 2026 Plan provided herein and contained in the Proxy Statement is qualified in its entirety by reference to the full text of the 2026 Plan, a copy of which was filed as Exhibit 99.1 to the Company’s Registration Statement on Form S-8 filed on May 19, 2026, which is incorporated herein by reference.

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

At the Annual Meeting, the stockholders:

1.Elected the 11 director nominees named in the Company’s Proxy Statement to serve as directors until the Company’s 2027 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 the 2026 Equity Incentive Award Plan.

4.Ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent auditor for 2026.

5.Did not approve the stockholder proposal titled “Policy on Provision of Services in Conflict Zones."

6.Did not approve the stockholder proposal titled “Reduce Threshold to Call Special Meeting of Stockholders.”

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 Proxy Statement.

Proposal 1: Election of Directors:

Director Nominees			Votes For			% For*			Votes Against			% Against			Abstentions			Broker Non-Votes
Joy Chik			535,017,654			98.8%			6,769,748			1.2%			772,326			146,472,262
Jonathan Christodoro			530,119,491			97.9%			11,632,006			2.1%			808,231			146,472,262
Carmine Di Sibio			532,984,933			98.4%			8,448,488			1.6%			1,126,307			146,472,262
David W. Dorman			530,829,167			98.0%			10,926,225			2.0%			804,336			146,472,262
Alyssa H. Henry			537,938,347			99.3%			3,831,299			0.7%			790,082			146,472,262
Enrique Lores			532,701,640			98.3%			9,035,482			1.7%			822,606			146,472,262
Deborah M. Messemer			530,533,902			98.0%			10,828,669			2.0%			1,197,157			146,472,262
David M. Moffett			527,036,484			97.3%			14,741,211			2.7%			782,033			146,472,262
Ann M. Sarnoff			531,946,116			98.2%			9,828,006			1.8%			785,606			146,472,262
Deirdre Stanley			537,761,764			99.3%			4,004,469			0.7%			793,495			146,472,262
Frank D. Yeary			523,177,854			96.6%			18,576,479			3.4%			805,395			146,472,262

*Percentage results reported throughout this Form 8-K may not sum due to rounding.

Each of the 11 nominees was elected to the Board, each to hold office until the Company’s 2027 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			489,234,017			90.2		%
Votes Against			51,332,440			9.5		%
Abstentions			1,993,271			0.4		%
Broker Non-Votes			146,472,262

The proposal was approved.

Proposal 3: Approval of the PayPal Holdings, Inc. 2026 Equity Incentive Award Plan:

Votes For			393,127,172			72.5		%
Votes Against			147,830,153			27.2		%
Abstentions			1,602,403			0.3		%
Broker Non-Votes			146,472,262

The proposal was approved.

Proposal 4: Ratification of the Appointment of PricewaterhouseCoopers LLP as the Company’s Independent Auditor for 2026:

Votes For			628,102,059			91.2		%
Votes Against			59,185,483			8.6		%
Abstentions			1,744,448			0.3		%
Broker Non-Votes			n/a

The appointment was ratified.

Proposal 5: Stockholder Proposal: Policy on Provision of Services in Conflict Zones:

Votes For			60,838,341			11.2		%
Votes Against			472,711,127			87.1		%
Abstentions			9,010,260			1.7		%
Broker Non-Votes			146,472,262

The proposal was not approved.

Proposal 6: Stockholder Proposal: Reduce Threshold to Call Special Meeting of Stockholders:

Votes For			223,212,977			41.1		%
Votes Against			316,778,143			58.4		%
Abstentions			2,568,608			0.5		%
Broker Non-Votes			146,472,262

The proposal was not approved.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number			Exhibit Title or Description
10.1			PayPal Holdings, Inc. 2026 Equity Incentive Award Plan (incorporated by reference to Exhibit 99.1 to the Form S-8 of PayPal Holdings, Inc., as filed with the SEC on May 19, 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.

			PayPal Holdings, Inc.
			(Registrant)
Date: May 21, 2026			/s/ Brian Y. Yamasaki
			Name: Brian Y. Yamasaki
			Title: Vice President, Corporate Legal and Secretary

FAQ

What did PayPal (PYPL) stockholders approve at the 2026 Annual Meeting?

Stockholders approved all board-backed items: 11 director nominees, advisory compensation for named executive officers, the 2026 Equity Incentive Award Plan, and ratification of PricewaterhouseCoopers LLP as independent auditor for 2026, based on the reported vote results.

How many shares are authorized under PayPal (PYPL) 2026 Equity Incentive Award Plan?

The 2026 plan authorizes up to 39,100,000 shares of common stock, plus up to 44,600,000 additional shares tied to certain awards under the 2015 plan that later expire, terminate, are cash-settled, or otherwise become available.

How did PayPal (PYPL) shareholders vote on executive compensation in 2026?

Shareholders approved the advisory vote on named executive officer compensation, with 489,234,017 votes for, 51,332,440 against, 1,993,271 abstentions, and 146,472,262 broker non-votes, reflecting 90.2 percent support under the disclosed approval standard.

Were PayPal (PYPL) stockholder proposals on conflict zones and special meetings approved?

No. The conflict-zones services proposal received 60,838,341 votes for and 472,711,127 against. The proposal to reduce the threshold to call special meetings received 223,212,977 votes for and 316,778,143 against; both failed under the stated approval standards.

What executive leadership change did PayPal (PYPL) disclose in this Form 8-K?

PayPal disclosed that Diego Scotti will cease serving as EVP, General Manager, Consumer Group effective June 2, 2026, and that he is eligible for severance and benefits applicable to a termination without cause under the company’s Executive Change in Control and Severance Plan.

How strong was support for PayPal (PYPL) director nominees at the 2026 meeting?

All 11 director nominees were elected, each receiving at least 96.6 percent of votes cast for or against. For example, Alyssa H. Henry received 537,938,347 votes for and 3,831,299 against, with additional broker non-votes reported.

Filing Exhibits & Attachments

3 documents

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