EVOP EVO Payments Inc

As previously disclosed, on August 1, 2022, EVO Payments, Inc., a Delaware corporation (“EVO”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Global Payments Inc., a Georgia corporation (“Global Payments”), and Falcon Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Global Payments (“Merger Subsidiary”). Pursuant to the Merger Agreement, Merger Subsidiary will merge with and into EVO (the “Merger”), with EVO surviving the Merger as a wholly owned subsidiary of Global Payments. Capitalized terms used below but not defined herein have the respective meanings assigned thereto in the Merger Agreement.

EVO convened its special meeting of stockholders on October 26, 2022 (the “Special Meeting”). At the Special Meeting, EVO’s stockholders voted on two proposals related to the Merger Agreement, as it may be amended from time to time, as described in further detail in EVO’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on September 22, 2022 and first mailed to stockholders on September 23, 2022.

As of the close of business on September 21, 2022, the record date for the Special Meeting, there were 48,293,696 shares of Class A common stock of EVO, par value $0.0001 per share (the “Class A common stock”), 3,741,074 shares of Class D common stock of EVO, par value $0.0001 per share (the “Class D common stock” and, collectively with the Class A common stock, the “common stock”), and 152,250 shares of Series A convertible preferred stock (the “preferred stock” and together with common stock, collectively “EVO stock”) outstanding and entitled to vote at the Special Meeting. Holders of shares representing 84.66% of the voting power of the combined shares of EVO stock issued and outstanding as of the record date and entitled to vote at the Special Meeting were present in person or represented by proxy at the Special Meeting. Holders of shares representing 100% of the preferred stock entitled to vote to approve the Merger Proposal (as defined below) were present in person or represented by proxy at the Special Meeting. As a result, a quorum was present to conduct business at the Special Meeting. At the Special Meeting, EVO’s stockholders were asked to consider and vote on the following matters:

The Merger Proposal was approved by (i) holders of a majority of the voting power of EVO stock issued and outstanding as of the record date, voting together as a single class, with each share of preferred stock voting on and as-converted basis (“Required EVO Capital Stock Approval”) and (ii) two thirds of the issued and outstanding shares of preferred stock as of the record date, voting together as a single class (“Separate Series A Convertible Preferred Stock Class Approval”). In addition, the Compensation Proposal was approved by holders of a majority of the voting power of EVO stock that were present in person or represented by proxy at the Special Meeting. As a result, the Merger Proposal and the Compensation Proposal were approved by the requisite vote of EVO’s stockholders.

A proposal to approve the adjournment of the Special Meeting from time to time, if necessary or appropriate, including to solicit additional proxies to vote in favor of the Merger Proposal, if there were insufficient votes at the time of the Special Meeting to establish a quorum or adopt the Merger Agreement (the “Adjournment Proposal”) was not presented to stockholders for their approval because there were sufficient votes present to approve the Merger Proposal.

The final voting results for each proposal presented to stockholders for approval are set forth below.

Proposal No. 1: Approval of the Merger Proposal

The tables below set forth the voting results for the Merger Proposal:

Required EVO Capital Stock Approval

Separate Series A Convertible Preferred Stock Class Approval

Proposal No. 2: Approval of the Compensation Proposal

The table below sets forth the voting results for the Compensation Proposal.

Because none of the proposals before the Special Meeting were “routine” matters, there were no broker non-votes occurring in connection with these proposals at the Special Meeting.

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