Independent
Tenure on this board
6.7 yrs
12 nominees · 4 ballot items.
Election of twelve directors; advisory approval of 2025 executive compensation (“say-on-pay”); ratification of Deloitte as independent auditor; and a shareholder proposal on shareholder right to act by written consent.
Elect the twelve directors nominated by the Board for one-year terms.
Advisory approval of the compensation of the named executive officers for 2025.
This advisory, non-binding proposal asks shareholders to approve the overall 2025 compensation program for the Company’s named executive officers as disclosed in the proxy statement. Management seeks approval to validate its pay-for-performance design, which ties a substantial portion of NEO pay to short-term and long-term financial metrics (adjusted net revenue, adjusted operating margin, transformation adjusted operating income benefit, and adjusted EPS with a TSR modifier). The Board recommends FOR, arguing the program aligns executive incentives with strategic transformation (including the Worldpay acquisition), operational goals, and shareholder interests; it notes prior high say-on-pay support and comprehensive disclosures. Key context includes significant transactions in 2025 (Worldpay acquisition, Issuer Solutions divestiture), revamped short-term metrics incorporating transformation benefits, and changes to long-term incentive mix. A sophisticated analyst should weigh the non-binding nature of the vote, the Board’s rationale and historical shareholder support, the alignment of metrics to strategic priorities, and potential calibration risks from large M&A-related adjustments and pro forma adjustments used in target setting.
Ratify Deloitte & Touche LLP as the Company’s independent auditor for 2026.
Request the Board to allow shareholders to act by written consent with the minimum votes required to authorize action at a meeting.
The shareholder proponent (John Chevedden) requests that the Board amend governance to permit shareholders to act by written consent with the minimum votes required to take action at a meeting, arguing the existing 15% special meeting threshold is too high and recent strategic transactions and stock underperformance justify stronger shareholder tools. Management opposes, citing prior shareholder rejection, concerns about disenfranchisement, potential for confusion and disruption, and noting existing rights (15% special meeting threshold, proxy access, annual director elections) that the Board believes adequately protect shareholder interests. Context includes Global Payments’ transformative transactions in 2025 (Worldpay acquisition, Issuer Solutions divestiture), contentious market reaction, and industry headwinds; analysts and the proponent see a need for stronger shareholder remedies. The board recommends AGAINST, arguing written consent can enable small groups to act without notice to all shareholders and that special meetings and engagement channels are sufficient. The contest centers on shareholder empowerment vs. governance stability and protecting minority shareholders; a sophisticated analyst should weigh the company's governance history, shareholder base, prior vote results, and whether the existing 15% special meeting threshold (and its application) materially limits shareholder action compared to the requested right to act by written consent.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | GTCR LLC | 15.8% | 43,268,041 | $2.9B |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 5.4% | 14,782,400 | $995M |
| 3 | HARRIS ASSOCIATES L P | 4.2% | 11,451,726 | $771M |
| 4 | PZENA INVESTMENT MANAGEMENT LLC | 4.2% | 11,433,933 | $770M |
| 5 | STATE STREET CORP | 3.8% | 10,509,136 | $707M |
| 6 | VANGUARD PORTFOLIO MANAGEMENT LLC | 3.6% | 9,967,331 | $671M |
| 7 | AMERIPRISE FINANCIAL INC | 2.7% | 7,389,997 | $497M |
| 8 | BlackRock, Inc. | 2.6% | 7,078,134 | $476M |
| 9 | Pinnacle Financial Partners, Inc. | 2.6% | 7,012,729 | $472M |
| 10 | GLENVIEW CAPITAL MANAGEMENT, LLC | 2.3% | 6,360,392 | $428M |
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