UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
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| ☐ | Soliciting Material Pursuant to §240.14a-12 | |
PayPal Holdings, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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*** Exercise Your Right to Vote *** Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be Held on May 23, 2018. PAYPAL HOLDINGS, INC. PAYPAL HOLDINGS, INC. 2211 NORTH FIRST STREET SAN JOSE, CA 95131 Meeting Information Meeting Type: Annual Meeting For holders as of: April 3, 2018 Date: May 23, 2018 Time: 8:00 a.m., Pacific Time Location: Meeting exclusively online via live webcast-please visit pypl.onlineshareholdermeeting.com The company will be hosting the meeting exclusively online via live webcast this year. To attend the meeting please visit pypl.onlineshareholdermeeting.com and be sure to have the information that is printed in the box marked by the arrow (located on the following page). You are receiving this communication because you hold shares in the company named above. This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side). We encourage you to access and review all of the important information contained in the proxy materials before voting. See the reverse side of this notice to obtain proxy materials and voting instructions. E43200-P06250
Before You Vote How to Access the Proxy Materials Proxy Materials Available to VIEW or RECEIVE: NOTICE AND PROXY STATEMENT ANNUAL REPORT How to View Online: Have the information that is printed in the box marked by the arrow (located on the following page) and visit: www.proxyvote.com. How to Request and Receive a PAPER or E-MAIL Copy: If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request: 1) BY INTERNET: www.proxyvote.com 2) BY TELEPHONE: 1-800-579-1639 3) BY E-MAIL*: sendmaterial@proxyvote.com * If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow (located on the following page) in the subject line. Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before May 9, 2018 to facilitate timely delivery. How To Vote Please Choose One of the Following Voting Methods Vote By Internet: Before The Meeting: Go to www.proxyvote.com. Have the information that is printed in the box marked by the arrow (located on the following page) available and follow the instructions. During The Meeting: Go to pypl.onlineshareholdermeeting.com. Have the information that is printed in the box marked by the arrow (located on the following page) available and follow the instructions. Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card. E43201-P06250
Voting Items The Board of Directors recommends that you vote “FOR” each of the director nominees below: Proposal 1 - Election of the 11 director nominees identified in the proxy statement. Nominees: 1a. Rodney C. Adkins 1b. Wences Casares 1c. Jonathan Christodoro 1d. John J. Donahoe 1e. David W. Dorman 1f. Belinda J. Johnson 1g. Gail J. McGovern 1h. David M. Moffett 1i. Ann M. Sarnoff 1j. Daniel H. Schulman 1k. Frank D. Yeary The Board of Directors recommends a vote “FOR” proposals 2, 3, 4 and 5 below: Proposal 2 - Advisory vote to approve the compensation of our named executive officers. Proposal 3 - Approval of the PayPal Holdings, Inc. Amended and Restated 2015 Equity Incentive Award Plan. Proposal 4 - Approval of the PayPal Holdings, Inc. Amended and Restated Employee Stock Purchase Plan. Proposal 5 - Ratification of the appointment of PricewaterhouseCoopers LLP as our independent auditor for 2018. The Board of Directors recommends that you vote “AGAINST” proposals 6, 7 and 8 below: Proposal 6 - Stockholder proposal regarding stockholder proxy access enhancement. Proposal 7 - Stockholder proposal regarding political transparency. Proposal 8 - Stockholder proposal regarding human and indigenous peoples’ rights. NOTE: Such other business as may properly come before the meeting or any adjournment thereof. E43202-P06250
E43203-P06250