Georgia
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58-2567903
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(State or other jurisdiction of
incorporation or organization) |
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(I.R.S. Employer
Identification No.) |
3550 Lenox Road, Atlanta, Georgia
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30326
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(Address of principal executive offices)
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(Zip Code)
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NONE
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(Former name, former address and former fiscal year, if changed since last report)
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Position Held
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Annual Basic
Cash Retainer
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Annual Supplemental Cash Retainer
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Annual Stock Retainer
(FMV)
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||||||
Non-Employee Chairperson
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$100,000
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$95,000
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$230,000
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Lead Director
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$100,000
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$65,000
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$195,000
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Audit Committee Chair
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$100,000
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$30,000
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|
|
$175,000
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Compensation Committee Chair
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$100,000
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$20,000
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$175,000
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Other Committee Chairs
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$100,000
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$20,000
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$175,000
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Other Non-Employee Directors
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$100,000
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n/a
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$175,000
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Nominee
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Votes in Favor
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Votes Against
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Abstentions
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Broker Non-Votes
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Mitchell L. Hollin
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125,550,178
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13,106,401
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94,326
|
5,361,036
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Ruth Ann Marshall
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134,484,219
|
4,212,573
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54,112
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5,361,036
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Votes in Favor
|
Votes Against
|
Abstentions
|
Broker Non-Votes
|
105,628,807
|
29,852,199
|
3,269,899
|
5,361,036
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Votes in Favor
|
Votes Against
|
Abstentions
|
Broker Non-Votes
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141,293,123
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2,762,442
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56,376
|
0
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Exhibit No.
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Description
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10.1
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GLOBAL PAYMENTS INC.
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Date:
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April 26, 2019
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By: /s/ Cameron M. Bready
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Cameron M. Bready
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Senior Executive Vice President and Chief Financial Officer
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ARTICLE 1
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PURPOSE
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1.1
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Background
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1.2
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Purpose
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1.3
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Eligibility
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ARTICLE 2
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DEFINITIONS
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2.1
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Definitions
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ARTICLE 3
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ADMINISTRATION
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3.1
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Administration
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3.2
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Reliance
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ARTICLE 4
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SHARES
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4.1
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Sources of Shares for the Plan
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ARTICLE 5
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CASH COMPENSATION
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5.1
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Basic Cash Retainer
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5.2
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Supplemental Cash Retainer
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5.4
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Expense Reimbursement
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ARTICLE 6
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EQUITY COMPENSATION
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6.1
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Stock Awards
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6.2
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Adjustments
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5.3
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Award Certificates
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ARTICLE 7
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AMENDMENT, MODIFICATION AND TERMINATION
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7.1
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Amendment, Modification and Termination
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ARTICLE 8
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GENERAL PROVISIONS
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8.1
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Duration of the Plan
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8.2
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Expenses of the Plan
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SCHEDULE I -
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DIRECTOR COMPENSATION SCHEDULE
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(a)
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“Annual Stock Retainer” means with respect to each Non-Employee Director for each Plan Year, the dollar value to be delivered in the form of annual Stock awards under the Plan, as established from time to time by the Committee and set forth in Schedule I hereto.
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(b)
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“Basic Cash Retainer” means the annual cash retainer (excluding any Supplemental Cash Retainer and expenses) payable by the Company to a Non-Employee Director pursuant to Section 5.1 hereof for service as a director of the Company; as established from time to time by the Committee and set forth in Schedule I hereto.
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(c)
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“Board” means the Board of Directors of the Company.
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(d)
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“Chairperson” means the Chairperson of the Board.
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(e)
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“Committee” means the Governance and Nominating Committee of the Board.
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(f)
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“Company” means Global Payments Inc., a Georgia corporation, or any successor corporation.
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(g)
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“Effective Date” of the Plan means April 25, 2019, immediately following the conclusion of the Company’s annual shareholder meeting.
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(h)
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“Eligible Participant” means any person who is a Non-Employee Director on the Effective Date or becomes a Non-Employee Director while this Plan is in effect; except that any director who is a former employee shall not be an Eligible Participant for a period of one year following the date of termination of employment.
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(i)
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“Equity Award” means stock options, stock awards, restricted stock, restricted stock units, stock appreciation rights, or other awards based on or derived from the Stock which are authorized under the 2011 Incentive Plan for award to Non-Employee Directors.
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(j)
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“Grant Date” of an Equity Award has the meaning given such term in Sections 6.1 hereof.
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(k)
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“2011 Incentive Plan” means the Global Payments Inc. 2011 Incentive Plan, as may be amended from time to time, and any subsequent equity compensation plan approved by the shareholders and designated by the Board as the Incentive Plan for purposes of this Plan.
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(l)
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“Non-Employee Chairperson” means the Non-Employee Director, if any, who has been designated by the Board as the Chairperson under the Board’s Corporate Governance Guidelines.
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(m)
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“Lead Director” means the Non-Employee Director, if any, who has been designated by the Board as the Lead Director under the Board’s Corporate Governance Guidelines. The Lead Director shall have such duties as shall be assigned to him or her by the Board in such Corporate Governance Guidelines.
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(n)
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“Non-Employee Director” means a director of the Company who is not an employee of the Company or any of its Subsidiaries or Affiliates and who had not been appointed or elected to the Board solely by reason of his or her affiliation with a shareholder of the Company.
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(o)
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“Plan” means this Fifth Amended and Restated Non-Employee Director Compensation Plan, as amended from time to time.
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(p)
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“Plan Year(s)” means the approximate twelve-month periods between annual meetings of the shareholders of the Company, which, for purposes of the Plan, are the periods for which annual retainers are earned.
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(q)
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“Supplemental Cash Retainer” means the supplemental annual cash retainer (excluding Basic Cash Retainer and expenses) payable by the Company to a Non-Employee Director pursuant to Section 5.2 hereof for service as Lead Director, Non-Employee Chairperson or chair of a committee of the Board; as established from time to time by the Committee and set forth in Schedule I hereto.
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(r)
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“Stock” means the common stock, no par value per share, of the Company.
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Global Payments Inc.
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By:
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/s/ David Green
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David L. Green
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Executive Vice President, General Counsel and Corporate Secretary
|
Position Held
|
Annual Basic
Cash Retainer
|
Annual Supplemental Cash Retainer
|
Annual Stock Retainer
(FMV)
|
||||||
Non-Employee Chairperson
|
$100,000
|
|
$95,000
|
|
$230,000
|
|
|||
Lead Director
|
|
$100,000
|
|
|
$65,000
|
|
|
$195,000
|
|
Audit Committee Chair
|
$100,000
|
|
$30,000
|
|
$175,000
|
|
|||
Compensation Committee Chair
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|
$100,000
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|
|
$20,000
|
|
|
$175,000
|
|
Other Committee Chairs
|
$100,000
|
|
$20,000
|
|
$175,000
|
|
|||
Other Non-Employee Directors
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$100,000
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|
n/a
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$175,000
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