PayPal Holdings, Inc. 8-K

What Happened

• PayPal Holdings, Inc. filed an 8-K on May 21, 2026 reporting that Diego Scotti will cease serving as EVP, General Manager, Consumer Group effective June 2, 2026. PayPal and Mr. Scotti executed a separation and release agreement on May 20, 2026; he is eligible for severance under the company’s Executive Change in Control and Severance Plan.
• At the May 19, 2026 Annual Meeting, shareholders approved the PayPal Holdings, Inc. 2026 Equity Incentive Award Plan (the “2026 Plan”), replacing the 2015 Plan as the source of equity awards granted on or after May 19, 2026.

Key Details

• Executive departure: Diego Scotti departure effective June 2, 2026; separation agreement dated May 20, 2026; severance eligibility per the company’s Executive Change in Control and Severance Plan.
• 2026 Equity Plan authorization: up to 39,100,000 new shares plus up to 44,600,000 previously granted shares that become available under the 2015 Plan. 2026 Plan approval vote: 393,127,172 For (72.5%), 147,830,153 Against (27.2%), 1,602,403 Abstentions.
• Board and governance votes: All 11 director nominees were elected (vote support ranged ~96.6%–99.3%); advisory “say-on-pay” approved (489,234,017 For; 90.2%). PricewaterhouseCoopers LLP was ratified as auditor (628,102,059 For; 91.2%).
• Two shareholder proposals were not approved: “Policy on Provision of Services in Conflict Zones” (11.2% For) and “Reduce Threshold to Call Special Meeting” (41.1% For). Broker non-votes were 146,472,262 on several matters.

Why It Matters

• Leadership: The announced departure changes leadership of PayPal’s Consumer Group; the company confirmed a separation agreement and severance eligibility, which may be relevant to near-term operating continuity and compensation expense disclosures.
• Equity compensation and dilution: The new 2026 Plan establishes a fresh share pool (39.1M new shares plus up to 44.6M recycled shares) that will be used for future equity awards — investors should note the authorized share amounts and the shareholder vote outcome (72.5% support).
• Governance signals: Strong votes to re-elect the board and ratify the auditor, plus approval of say-on-pay, indicate broad shareholder support for PayPal’s governance and compensation practices at the 2026 Annual Meeting.