PayPal Holdings, Inc. — Proxy Solicitation & Information Statement 2024

Apr 9, 2024

DEFA14A 1 d555083ddefa14a.htm DEFA14A DEFA14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No. )

Filed by the Registrant Filed by a Party other than the Registrant

Check the appropriate box:

●	Preliminary Proxy Statement
●	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
●	Definitive Proxy Statement
●	Definitive Additional Materials
●	Soliciting Material under §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)

Payment of Filing Fee (Check all boxes that apply):

●	No fee required.
●	Fee paid previously with preliminary materials.
●	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

PAYPAL HOLDINGS, INC. 2211 NORTH FIRST STREET SAN JOSE, CA 95131
V45572-P07060

You invested in PAYPAL HOLDINGS, INC. and it’s time to vote!

You have the right to vote on proposals being presented at the Annual Meeting. This is an important notice regarding the availability of proxy materials for the stockholder meeting to be held on May 22, 2024.

Get informed before you vote

View the Notice and Proxy Statement and Annual Report online OR you can receive a free paper or email copy of the material(s) by requesting prior to May 8, 2024. If you would like to request a copy of the material(s) for this and/or future stockholder meetings, you may (1) visit www.ProxyVote.com, (2) call 1-800-579-1639 or (3) send an email to sendmaterial@proxyvote.com. If sending an email, please include your control number (indicated below) in the subject line. Unless requested, you will not otherwise receive a paper or email copy.

For complete information and to vote, visit www.ProxyVote.com Control # Smartphone users Point your camera here and vote without entering a control number Vote Virtually at the Meeting* May 22, 2024 8:00 a.m., Pacific Time Virtually at: www.virtualshareholdermeeting.com/PYPL2024

*Please check the meeting materials for any special requirements for meeting attendance.

Vote at www.ProxyVote.com

THIS IS NOT A VOTABLE BALLOT

This is an overview of the proposals being presented at the

upcoming stockholder meeting. Please follow the instructions on

the reverse side to vote these important matters.

Voting Items		Board Recommends
1.	Election of the 11
Director Nominees Named in the Proxy Statement.
	Nominees:
1a.	Rodney C.
Adkins	For
1b.	Alex Chriss	For
1c.	Jonathan Christodoro	For
1d.	John J. Donahoe	For
1e.	David W. Dorman	For
1f.	Enrique Lores	For
1g.	Gail J. McGovern	For
1h.	Deborah M. Messemer	For
1i.	David M. Moffett	For
1j.	Ann M. Sarnoff	For
1k.	Frank D. Yeary	For
2.	Advisory Vote to Approve Named Executive Officer Compensation.	For
3.	Approval of the PayPal Holdings, Inc. 2015 Equity Incentive Award Plan, as Amended and Restated.	For
4.	Ratification of the Appointment of PricewaterhouseCoopers LLP as Our Independent Auditor for 2024.	For
5.	Stockholder Proposal – Report on Respecting Workforce Civil Liberties.	Against
6.	Stockholder Proposal – Bylaw Amendment: Stockholder Approval of Director Compensation.	Against
NOTE: Such other
business as may properly come before the meeting or any adjournment thereof. If this proxy is signed and returned, it will be voted in accordance with your instructions.

Prefer to receive an email instead? While voting on www.ProxyVote.com, be sure to click “Delivery Settings”.

V45573-P07060