Executive Change · Shareholder Vote

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 24, 2023 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 . At the 2023 Annual Meeting of Stockholders of PayPal Holdings, Inc. (the “Company”) held on May 24, 2023 (the “Annual Meeting”), the stockholders, upon the recommendation of the Company’s Board of Directors, approved the amendment and restatement of the PayPal Holdings, Inc. 2015 Equity Incentive Award Plan (the “2015 Plan” and, as amended and restated, the “Amended Equity Plan”). The Amended Equity Plan increased the number of shares of common stock of the Company (the “Shares”) reserved for issuance under the 2015 Plan by an additional 34.6 million Shares. A summary of the Amended Equity Plan was also 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 13, 2023 (the “Proxy Statement”). The summary of the Amended Equity Plan provided herein and that contained in the Proxy Statement is qualified in its entirety by reference to the full text of the Amended Equity Plan which is filed as Exhibit 10.1 to this Current Report on Form 8-K, and 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 12 director nominees named in the Company’s Proxy Statement to serve as directors until the Company’s 2024 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 amendment and restatement of the 2015 Equity Incentive Award Plan; 4. Ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent auditor for 2023; 5. Did not approve the stockholder proposal titled “Provision of Services in Conflict Zones”; 6. Did not approve the stockholder proposal titled “Reproductive Rights and Data Privacy”; 8. Did not approve the stockholder proposal titled “Report on Ensuring Respect for Civil Liberties”; and 9. Did not approve the stockholder proposal titled “Adopt Majority Vote Standard for Director Elections.” 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 Rodney C. Adkins 680,336,569 93.15% 49,990,292 6.84% 1,325,968 139,962,790 Jonathan Christodoro 695,756,464 95.27% 34,542,401 4.72% 1,353,964 139,962,790 John J. Donahoe 678,877,419 92.94% 51,533,764 7.05% 1,241,646 139,962,790 David W. Dorman 671,541,880 91.95% 58,766,891 8.04% 1,344,058 139,962,790 Belinda J. Johnson 713,153,966 97.64% 17,207,765 2.35% 1,291,098 139,962,790 Enrique Lores 711,196,077 97.38% 19,131,074 2.61% 1,325,678 139,962,790 Gail J. McGovern 689,820,781 94.44% 40,535,333 5.55% 1,296,715 139,962,790 Deborah M. Messemer 708,381,306 96.98% 21,991,346 3.01% 1,280,177 139,962,790 David M. Moffett 703,019,892 96.26% 27,256,215 3.73% 1,376,722 139,962,790 Ann M. Sarnoff 713,121,823 97.63% 17,241,027 2.36% 1,289,979 139,962,790 Daniel H. Schulman 711,339,641 97.42% 18,830,918 2.57% 1,482,270 139,962,790 Frank D. Yeary 711,069,758 97.37% 19,201,094 2.62% 1,381,977 139,962,790 Each of the 12 nominees was elected to the Board, each to hold office until the Company’s 2024 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 570,786,918  78.01% Votes Against 159,157,209  21.75% Abstentions 1,708,702  0.23% Broker Non-Votes 139,962,790  The proposal was approved. Proposal 3: Approval of the PayPal Holdings, Inc. 2015 Equity Incentive Award Plan, as Amended and Restated: Votes For 597,113,053  81.61% Votes Against 132,826,306  18.15% Abstentions 1,713,470  0.23% Broker Non-Votes 139,962,790  The proposal was approved. Proposal 4 : Ratification of the Appointment of PricewaterhouseCoopers LLP as the Company’s Independent Auditor for 2023: Votes For 826,943,183  94.87% Votes Against 42,959,662  4.92% Abstentions 1,712,774  0.19% Broker Non-Votes n/a   The appointment was ratified. Proposal 5: Stockholder Proposal: Provision of Services in Conflict Zones: Votes For 80,432,950  10.99% Votes Against 636,079,978  86.93% Abstentions 15,139,901  2.06% Broker Non-Votes 139,962,790  The proposal was not approved. Proposal 6: Stockholder Proposal: Reproductive Rights and Data Privacy: Votes For 106,135,147  14.50% Votes Against 601,888,012  82.26% Abstentions 23,629,670  3.22% Broker Non-Votes 139,962,790  The proposal was not approved. Proposal 8: Stockholder Proposal: Report on Ensuring Respect for Civil Liberties: Votes For 8,591,277  1.17% Votes Against 714,764,835  97.69% Abstentions 8,296,717  3.22% Broker Non-Votes 139,962,790  The proposal was not approved. Proposal 9: Stockholder Proposal: Adopt Majority Vote Standard for Director Elections: Votes For 145,918,941  19.94% Votes Against 578,857,184  79.11% Abstentions 6,876,704  0.93% Broker Non-Votes 139,962,790  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. 2015 Incentive Award Plan, as Amended and Restated 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 30, 2023 /s/ Brian Y. Yamasaki Name: Brian Y. Yamasaki Title: Vice President, Corporate Legal and Secretary