8-K
filed May 21, 2026, 5:14 PM ET
ticker PYPL
CIK 0001633917
leadership
confidence high
sentiment neutral
materiality 0.50
PayPal EVP Scotti leaving June 2; shareholders approve 39.1M-share equity plan
PayPal Holdings, Inc.
- EVP Diego Scotti (Consumer Group) departing effective June 2, 2026, with severance per standard plan.
- Separation agreement provides severance benefits applicable to termination without cause (not change-in-control).
- Shareholders approved 2026 Equity Incentive Plan: 39.1M new shares authorized plus up to 44.6M from 2015 plan.
- All 11 director nominees elected; advisory say-on-pay and auditor ratification passed.
- Two shareholder proposals (conflict-zone services policy, special meeting threshold reduction) rejected.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
Diego Scotti resigned as EVP, General Manager, Consumer Group at PayPal Holdings, Inc..
- Action
- resigned
- Role
- EVP, General Manager, Consumer Group
Exact text from the filing
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.
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
PayPal Holdings, Inc. shareholders approved Advisory Vote to Approve Named Executive Officer Compensation.
- Proposal
- say on pay
- Outcome
- passed
Exact text from the filing
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.
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
PayPal Holdings, Inc. shareholders rejected Stockholder Proposal: Reduce Threshold to Call Special Meeting of Stockholders.
- Outcome
- failed
Exact text from the filing
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.
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
PayPal Holdings, Inc. shareholders rejected Stockholder Proposal: Policy on Provision of Services in Conflict Zones.
- Outcome
- failed
Exact text from the filing
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.
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
PayPal Holdings, Inc. shareholders approved Election of 11 director nominees named in the Company’s Proxy Statement.
- Proposal
- director election
- Outcome
- passed
Exact text from the filing
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
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
PayPal Holdings, Inc. shareholders approved Approval of the PayPal Holdings, Inc. 2026 Equity Incentive Award Plan.
- Proposal
- equity plan
- Outcome
- passed
Exact text from the filing
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.
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
PayPal Holdings, Inc. shareholders approved Ratification of the Appointment of PricewaterhouseCoopers LLP as the Company’s Independent Auditor for 2026.
- Proposal
- auditor ratification
- Outcome
- passed
Exact text from the filing
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.
View on SEC.gov
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