true 0001633917 0001633917 2022-04-06 2022-04-06

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K/A

(Amendment No. 1)

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): April 24, 2022 (April 6, 2022)

 

 

PayPal Holdings, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-36859   47-2989869

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(I.R.S. Employer

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.  ☐

 

 

 

Explanatory Note

This Amendment to a Current Report on Form 8-K/A supplements the Current Report on Form 8-K of PayPal Holdings, Inc. (the “Company”) filed with the U.S. Securities and Exchange Commission on April 12, 2022 (the “Original Report”), to provide details about certain compensation to an officer of the Company that had not been determined at the time of the filing of the Original Report.

 

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 24, 2022 (the “Approval Date”), in connection with the previously announced resignation of John D. Rainey as Chief Financial Officer and Executive Vice President, Global Customer Operations of the Company, the Compensation Committee of the Board of Directors of the Company approved a $100,000 cash transition bonus, which will be payable to Mr. Rainey within two and a half months following his employment termination date, subject to Mr. Rainey remaining continuously employed by the Company until May 23, 2022. Mr. Rainey’s cash transition bonus is intended to help incentivize Mr. Rainey to continue the transition of his duties through his employment termination date, uninterrupted by any time off including under the PayPal Sabbatical Plan.

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: April 28, 2022     By:  

/s/ Brian Y. Yamasaki

    Name:   Brian Y. Yamasaki
    Title:   Vice President, Corporate Legal and Secretary
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