8-K
PayPal Holdings, Inc. (PYPL)
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): June 29, 2021
PayPal Holdings, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-36859 | 47-2989869 |
|---|---|---|
| (State or other jurisdiction<br> <br>of incorporation) | (Commission<br> <br>File Number) | (I.R.S. Employer<br> <br>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<br> <br>Symbol(s) | Name of each exchange<br> <br>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.
On June 30, 2021, PayPal Holdings, Inc. (the “Company”) announced that Enrique Lores had been appointed as a new member of the Company’s Board of Directors (the “Board”), effective June 29, 2021. Mr. Lores fills a vacancy created by an increase in the size of the Board from 11 to 12, and his term of office will expire at the Company’s 2022 annual meeting of stockholders or when his successor has been elected and qualified. As a non-employee director, Mr. Lores will be entitled to receive compensation as described under “Director Compensation” in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 13, 2021. The committee or committees of the Board on which Mr. Lores may sit have not yet been determined.
There is no arrangement or understanding between Mr. Lores and any other persons pursuant to which Mr. Lores was appointed as a director. Furthermore, there are no transactions in which the Company was a participant and in which Mr. Lores had an interest that would be required to be reported under Item 404(a) of Regulation S-K.
A copy of the press release issued by the Company regarding the election of Mr. Lores to its Board is attached as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01. Exhibits
(d) Exhibits.
| 99.1 | Press release dated June 30, 2021 |
|---|---|
| 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: June 30, 2021 | /s/ Brian Y. Yamasaki |
| Name: Brian Y. Yamasaki | |
| Title: Vice President, Corporate Legal and Secretary |
EX-99.1
Exhibit 99.1
PayPal Appoints Enrique Lores to Board of Directors
SAN JOSE, Calif. – June 30, 2021 – PayPal Holdings, Inc. (NASDAQ: PYPL) today announced it has appointed Enrique Lores, president and CEO of HP Inc., to its board of directors, effective June 29, 2021. With the appointment of Mr. Lores, the company’s board has 12 members.
“Enrique is a proven leader with deep experience at the highest levels of the technology industry, and his product and operational expertise will be invaluable to PayPal as we continue to expand our leadership position in this new digital era,” said Dan Schulman, president and CEO, PayPal. “The board of directors and the entire PayPal team join me in welcoming Enrique to the board.”
Since November 2019, Mr. Lores has served as president and chief executive officer of HP Inc., and as a member of the company’s board of directors. In a career spanning over 30 years with HP, Mr. Lores has held numerous senior leadership positions across the personal systems, print, industrial and services businesses at a regional and international level, including leading teams in North America, Europe, the Middle East and Africa.
“I am thrilled to be joining the Board of one of the most innovative and impactful companies of our time,” said Lores. “Technology is perhaps the greatest tool we can utilize to drive economic inclusion, and PayPal is an incredible leader in this space. I look forward to helping the company deliver on its mission and strategic vision.”
Mr. Lores also serves on the board of directors of the Silicon Valley Leadership Group and ESADE Business School. He received his B.S. in electrical engineering from the Polytechnic University of Valencia and his M.B.A. from ESADE Business School.
AboutPayPal
PayPal has remained at the forefront of the digital payment revolution for more than 20 years. By leveraging technology to make financial services and commerce more convenient, affordable, and secure, the PayPal platform is empowering more than 375 million consumers and merchants in more than 200 markets to join and thrive in the global economy. For more information, visit paypal.com.
Contacts
Investor Relations
Gabrielle Rabinovitch
grabinovitch@paypal.com
Media Relations
Josh Criscoe
jcriscoe@paypal.com