Global Payments Inc 8-K, filed Jun 2, 2022
Global Payments Inc (GPN)
About this 8-K
Global Payments Inc filed this 8-K on June 2, 2022, reporting on events of May 31, 2022.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
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.) |
| (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 |
Name of 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:
| 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 5.02 Departure of Directors or Certain Officers, Election of Directors, Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 31, 2022, Paul M. Todd notified Global Payments Inc. (the “Company”) of his decision to retire as Senior Executive Vice President and Chief Financial Officer, effective June 30, 2022. Effective July 1, 2022, Josh Whipple will become the new Senior Executive Vice President and Chief Financial Officer of the Company. Mr. Todd is expected to continue to serve as a senior advisor assisting with his successor’s transition through the third quarter of 2022.
Mr. Whipple, age 49, has served as the Senior Executive Vice President, Chief Strategy and Enterprise Risk Officer of the Company since September 2019. Mr. Whipple acted as EVP, Strategic Planning and Corporate Development from April 2017 to September 2019, and had previously served in senior leadership positions with the Company since joining in 2015.
During the transition period, the Company’s Compensation Committee intends to review and adjust the employment agreement of Mr. Whipple as appropriate considering his new position. The Company intends to file a copy or summary of the material terms of such agreement promptly following its adoption.
The selection of Mr. Whipple to serve as Chief Financial Officer was not pursuant to any arrangement or understanding with respect to any other person. There are no family relationships between Mr. Whipple and any director or executive officer of the Company, and there are no transactions between Mr. Whipple and the Company that would be required to be reported under Item 404 (a) of Regulation S-K.
Item 7.01 Regulation FD Disclosure.
On June 2, 2022, the Company issued a press release announcing the retirement of Mr. Todd, and the appointment of Mr. Whipple as Chief Financial Officer effective July 1, 2022. A copy of the press release is being furnished as Exhibit 99.1 and is incorporated herein by reference.
The information in this Item 7.01 of this Current Report on Form 8-K is being “furnished” and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), and shall not be incorporated or deemed to be incorporated by reference into any filing by the Company under the Securities Act of 1933 or the Exchange Act, regardless of any general incorporation language contained in such filing, unless otherwise expressly stated in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number |
Exhibit Title or Description | |
| 99.1 | Press Release by Global Payments Inc., dated June 2, 2022 | |
| 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: June 2, 2022 | By: | /s/ David L. Green | ||||
| David L. Green | ||||||
| Senior Executive Vice President, General Counsel and Corporate Secretary | ||||||
Exhibit 99.1
| FOR IMMEDIATE RELEASE | ||
| Investor Contact: | Media Contact: | |
| Winnie Smith 770.829.8478 | Emily Edmonds 770.829.8755 | |
| investor.relations@globalpay.com | media.relations@globalpay.com |
Global Payments Announces Appointment of Josh J. Whipple as Chief Financial Officer
Current Chief Financial Officer, Paul M. Todd, will retire at the end of June
ATLANTA – June 2, 2022 – Global Payments Inc. (NYSE: GPN) today announced the appointment of Josh J. Whipple, currently Senior Executive Vice President and Chief Strategy and Enterprise Risk Officer, as its new Chief Financial Officer, effective July 1, 2022. Paul M. Todd, currently Senior Executive Vice President and Chief Financial Officer, will retire at the end of June.
Jeff Sloan, Chief Executive Officer of Global Payments, said “Josh has been a senior leader at our company for more than seven years, helping guide us through some of the most significant milestones in our history. He is a trusted partner who has played a key role in building the leading technology enabled, software driven payments business worldwide that Global Payments is today. He is a seasoned executive, and we have every confidence in his future success.”
Paul Todd, who has been with Global Payments and predecessor companies for 27 years and has served as TSYS’ and Global Payments’ CFO for the past eight years, will stay on as a senior advisor through the third quarter of 2022 to ensure a smooth transition of responsibilities.
Jeff Sloan also commented on Paul’s retirement, “Paul has been a terrific partner and friend for many years, and he has played a critical role in the successful merger of TSYS and Global Payments. With the completion of our integration activities, Paul has accomplished everything we have asked of him over the past three years and more. We wish him all the best as he spends more time with his family.”
About Global Payments
Global Payments Inc. (NYSE: GPN) is a leading payments technology company delivering innovative software and services to our customers globally. Our technologies, services and team member expertise allow us to provide a broad range of solutions that enable our customers to operate their businesses more efficiently across a variety of channels around the world.
Headquartered in Georgia with approximately 25,000 team members worldwide, Global Payments is a Fortune 500® company and a member of the S&P 500 with worldwide reach spanning over 170 countries throughout North America, Europe, Asia Pacific and Latin America. For more information, visit www.globalpayments.com and follow Global Payments on Twitter (@globalpayinc), LinkedIn and Facebook.