UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 31, 2022

Commission file number 001-16111

 

 

Global Payments Inc.

(Exact name of registrant as specified in charter)

 

 

Georgia		58-2567903
(State or other jurisdiction of incorporation)		(I.R.S. Employer Identification No.)

 

3550 Lenox Road, Atlanta, Georgia		30326
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (770) 829-8000

None

(Former name, former address and former fiscal year, if changed since last report)

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol		Name of exchange on which registered
Common stock, no par value		GPN		New York Stock Exchange

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:

 

☐

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-2b 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))

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. ☐

 

 

 

Item 5.02 Departure of Directors or Certain Officers, Election of Directors, Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 31, 2022, Paul M. Todd notified Global Payments Inc. (the “Company”) of his decision to retire as Senior Executive Vice President and Chief Financial Officer, effective June 30, 2022. Effective July 1, 2022, Josh Whipple will become the new Senior Executive Vice President and Chief Financial Officer of the Company. Mr. Todd is expected to continue to serve as a senior advisor assisting with his successor’s transition through the third quarter of 2022.

Mr. Whipple, age 49, has served as the Senior Executive Vice President, Chief Strategy and Enterprise Risk Officer of the Company since September 2019. Mr. Whipple acted as EVP, Strategic Planning and Corporate Development from April 2017 to September 2019, and had previously served in senior leadership positions with the Company since joining in 2015.

During the transition period, the Company’s Compensation Committee intends to review and adjust the employment agreement of Mr. Whipple as appropriate considering his new position. The Company intends to file a copy or summary of the material terms of such agreement promptly following its adoption.

The selection of Mr. Whipple to serve as Chief Financial Officer was not pursuant to any arrangement or understanding with respect to any other person. There are no family relationships between Mr. Whipple and any director or executive officer of the Company, and there are no transactions between Mr. Whipple and the Company that would be required to be reported under Item 404 (a) of Regulation S-K.

Item 7.01 Regulation FD Disclosure.

On June 2, 2022, the Company issued a press release announcing the retirement of Mr. Todd, and the appointment of Mr. Whipple as Chief Financial Officer effective July 1, 2022. A copy of the press release is being furnished as Exhibit 99.1 and is incorporated herein by reference.

The information in this Item 7.01 of this Current Report on Form 8-K is being “furnished” and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), and shall not be incorporated or deemed to be incorporated by reference into any filing by the Company under the Securities Act of 1933 or the Exchange Act, regardless of any general incorporation language contained in such filing, unless otherwise expressly stated in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit Number		Exhibit Title or Description
99.1		Press Release by Global Payments Inc., dated June 2, 2022
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

 

				GLOBAL PAYMENTS INC.
Date: June 2, 2022				By:		/s/ David L. Green
						David L. Green
						Senior Executive Vice President, General Counsel and Corporate Secretary