Global Payments Inc. | Shareholder Right to Act by Written Consent at Global Payments Inc.

Status
Filed
AGM date
Previous AGM date
Proposal number
4
Resolution details
Company ticker
GPN
Lead filer
Resolution ask
Adopt or amend a policy
ESG theme
  • Governance
ESG sub-theme
  • Shareholder rights
Filer type
Shareholder
Company sector
Financials
Company HQ country
United States
Resolved clause
Shareholders request that the board of directors take the necessary steps to permit written consent by the shareholders entitled to cast the minimum number of votes that would be necessary to authorize an action at a meeting at which all shareholders entitled to vote thereon were present and voting (without any discrimination or restriction based on length of stock ownership). This includes shareholder ability to initiate any appropriate topic for written consent. Global Payments shareholders have a particular need for the right to act by written consent because it is considerably more difficult than necessary for GPN shareholders to call for a special shareholder meeting. Delaware law considers it reasonable for 10% of shareholders to call a special meeting — yet GPN made the threshold 15% of shareholders based on all shares outstanding and then excluded all GPN shares that were not long-term shares, which excludes the Global Payments shares most likely to call for a special shareholder meeting. Acting by written consent is hardly ever used by shareholders but the main point of having a right to act by written consent is that it gives shareholders greater standing to engage effectively with management when GPN is underperforming. Now could be a ripe time for this proposal due to the long-term underperformance of GPN stock. GPN stock was at $215 in 2020 and at only $77 in late 2025 despite a robust stock market. If GPN directors and management know that GPN shareholders can act by written consent they will have a greater incentive to perform better. Challenging news reports regarding GPN emerged in 2025: Global Payments was among the worst-performing stocks in the S&P 500 at one point in 2025, with its share price significantly slumping after the announcement of the Worldpay acquisition and Issuer Solutions divestiture. GPN’s large-scale acquisition of Worldpay and the divestiture of its Issuer Solutions business raised concerns among shareholders and analysts regarding the complexity and potential “execution risk” of these transactions. GLOBAL PAYMENTS INC. | 2026 Proxy Statement – 101 TABLE OF CONTENTS Wall Street reacted negatively to these strategic changes, with several analysts downgrading GPN stock or reducing their price targets due to potential margin pressures and a perception that the deals did not convince the market of GPN’s sustainable long-term growth profile. The acquisition of Worldpay also led to widespread organizational consolidation. GPN faces challenges gaining mind share for its “Genius” platform against established competitors. The payments industry is experiencing structural change and slower revenue growth due to macroeconomic factors and increased competition from new alternative payment systems like the internationalization of Pix and the rapid use of stablecoins. Please vote yes: Shareholder Right to Act by Written Consent — Proposal 4

DISCLAIMER: By including a shareholder resolution or management proposal in this database, neither the PRI nor the sponsor of the resolution or proposal is seeking authority to act as proxy for any shareholder; shareholders should vote their proxies in accordance with their own policies and requirements.

Any voting recommendations set forth in the descriptions of the resolutions and management proposals included in this database are made by the sponsors of those resolutions and proposals, and do not represent the views of the PRI.

Information on the shareholder resolutions, management proposals and votes in this database have been obtained from sources that are believed to be reliable, but the PRI does not represent that it is accurate, complete, or up-to-date, including information relating to resolutions and management proposals, other signatories’ vote pre-declarations (including voting rationales), or the current status of a resolution or proposal. You should consult companies’ proxy statements for complete information on all matters to be voted on at a meeting.