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<h4>Resolution Details</h4>
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<strong>Company:</strong>
<p>Global Payments Inc.</p>
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<strong>Year:</strong>
<p>2026 </p>
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<strong>Issue Area:</strong>
<p>Corporate Governance </p>
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<strong>Focus Area:</strong>
<p>Shareholder Rights </p>
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<strong>Status:</strong>
<p>Filed</p>
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<h2>Resolution Text</h2>
<p><strong>RESOLVED</strong>: 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.</p>
<p><strong>SUPPORTING STATEMENT</strong>:</p>
<p dir=”ltr”>Global Payments&nbsp;shareholders have a particular need for the right to act by written consent because it is considerably more difficult than necessary for&nbsp;GPN shareholders to call for a special shareholder meeting.&nbsp;</p>
<p dir=”ltr”>Delaware law considers it reasonable for 10% of shareholders to call a special meeting – yet&nbsp;GPN made the threshold 15% of shareholders based on all shares outstanding and then excluded all&nbsp;GPN&nbsp;shares that were not long-term shares, which excludes the&nbsp;Global Payments&nbsp;shares most likely to call for a special shareholder meeting.</p>
<p dir=”ltr”>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.&nbsp;</p>
<p dir=”ltr”>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.</p>
<p dir=”ltr”>Challenging news reports regarding GPN emerged in 2025 and it would be easy for shareholders to find similar news reports for 2026.</p>
<p dir=”ltr”>Global Payments was among the worst-performing stocks in the S&amp;P 500 at one point in 2025, with its share price significantly slumping after the announcement of the Worldpay acquisition and Issuer Solutions divestiture.</p>
<p dir=”ltr”>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.</p>
<p dir=”ltr”>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.</p>
<p dir=”ltr”>The acquisition of Worldpay also led to widespread organizational consolidation and recurring layoffs s throughout 2025, which created a negative employee relations narrative that could impact the ability to attract talented employees to GPN.<br><br>GPN faces challenges gaining market share for its “Genius” platform against established competitors.</p>
<p dir=”ltr”>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.</p>

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<div class=”views-field views-field-nothing”><span class=”field-content”> John Chevedden</span></div><div class=”views-field views-field-title views-field-field-shareholder”><span class=”field-content”>Chevedden Corporate Governance</span></div>
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<h4>Resolution Details</h4>
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<strong>Company:</strong>
<p>Global Payments Inc.</p>
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<strong>Year:</strong>
<p>2025 </p>
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<strong>Issue Area:</strong>
<p>Lobbying &amp; Political Contributions </p>
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<strong>Focus Area:</strong>
<p>Political Contributions / Lobbying / Bribery </p>
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<strong>Status:</strong>
<p>Challenged</p>
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<h2>Resolution Text</h2>
<p class=”p1″><strong>Resolved, </strong>shareholders request that the Company provide a report, updated semiannually, disclosing the Company’s:</p>
<p class=”p3″>l. Policies and procedures for making, with corporate funds or assets, contributions and expenditures (direct or indirect) to (a) participate or intervene in any campaign on behalf of (or in opposition to) any candidate for public office, or (b) influence the general public, or any segment thereof, with respect to an election or referendum.</p>

Monetary and non-monetary contributions and expenditures (direct and indirect) used in the manner described in section 1 above, including:

The identity of the recipient as well as the amount paid to each; and
The title(s) of the person(s) in the Company responsible for decision-making.

<p class=”p8″>The report shall be presented to the board of directors or relevant board committee and posted on the Company’s website within 12 months from the date of the annual meeting. This proposal does not encompass lobbying spending.</p>
<p class=”p1″><strong>Supporting Statement</strong></p>
<p class=”p2″>Long-term Global Payments shareholders support transparency and accountability in corporate electoral spending. This includes any activity considered intervention in a political campaign under the Internal Revenue Code, such as direct and indirect contributions to political candidates, parties, or organizations, and independent expenditures or electioneering communications on behalf of federal, state, or local candidates.</p>
<p class=”p4″>A company’s reputation, value, and bottom line can be adversely impacted by political spending. The risk is especially serious when giving to trade associations, Super PACs, 527 committees, and “social welfare” organizations – groups that routinely pass money to or spend on behalf of candidates and political causes that a company might not otherwise wish to support.</p>
<p class=”p6″>A recent poll of retail shareholders by Mason-Dixon Polling &amp; Research found that 83% ofrespondents said they would have more confidence investing in corporations that have adopted reforms that provide for transparency and accountability in political spending.</p>
<p class=”p8″>This proposal asks Global Payments to disclose all of its electoral spending, including payments to trade associations and 501(c)(4) social welfare organizations, which may be used for electoral purposes – and are otherwise undisclosed. This would bring our Company in line with a growing number of leading companies, including Celanese Corp., PPG Industries Inc., and International Paper Co., which present this information on their websites.</p>
<p class=”p8″>Without knowing the recipients of our company’s political dollars Global Payments Directors and shareholders cannot sufficiently assess whether our company’s election-related spending aligns or conflicts with its policies on climate change and sustainability, or other areas of concern. Improved Enhanced Global Payments political spending disclosure will protect the reputation of Global Payments and preserve shareholder value.</p>

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<div class=”views-field views-field-nothing”><span class=”field-content”> John Chevedden</span></div><div class=”views-field views-field-title views-field-field-shareholder”><span class=”field-content”>Chevedden Corporate Governance</span></div>
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Resolution Details

Company:

Global Payments Inc.

Year:

2024

Issue Area:

Lobbying & Political Contributions

Focus Area:

Political Contributions

Status:

Filed

Resolution Text

 

Resolution Details

Company:

Global Payments Inc.

Year:

2023

Issue Area:

Inclusiveness

Focus Area:

Human Rights, Racial Justice, Workplace Equity

Status:

Withdrawn for Agreement

Resolution Text

WHEREAS: Following George Floyd’s murder by police officers on May 25, 2020, a majority of Russell 1000 corporations made public statements expressing their plans to address racial justice, thereby taking an important step in acknowledging diversity, equity and inclusion, and racial equity, as core to their business. Global Payments Inc. (“Global Payments”) did not release a racial justice statement and has limited public disclosure related to diversity, equity, and inclusion.

A McKinsey study[1] cites material corporate benefits associated with policies promoting racial justice: 

Companies with the strongest racial and ethnic diversity are 35% more likely to outperform their industry medians for earnings before interest and tax;
Companies with the most ethnically/ culturally diverse boards are 43% more likely to earn higher profits;
For every 10% increase in racial and ethnic diversity among senior executives, EBIT rises 0.8.

Yet, inequities in the workplace continue:

People of Color comprise 33% of entry-level positions but 13% of the C-suite;[2] 
In 2019, among the Russell 3000, Black individuals accounted for 4.1% of Board members versus 13.4% of the U.S. population.[3]

Global Payments is falling behind its peers in its reported diversity, equity, and inclusion policies. Global Payments earned a low score of 14% on a recent Racial Justice Scorecard.[4] Global Payment’s score ranks below that of peer companies Block and Fiserv, which scored 17% and 25% respectively. Global Payment’s low score is due, in part, to a lack of publicly accessible diversity, equity, and inclusion targets and disclosed data concerning recruitment, retention, and promotion rates of people of color within the Company.

Given heightened awareness around racism, failing to act on racial justice or to disclose related policies and quantifiable data raises the material risk of reduced brand value. Global Payments can reduce this risk and play an important role in furthering racial equity by promoting diversity, equity and inclusion within the Company.

BE IT RESOLVED:  Shareholders request that Global Payments Inc. publish a report, at reasonable expense and excluding proprietary information, disclosing the racial equity actions and targets the Company has put in place, if any, and providing data reflecting the success of such actions in promoting and improving racial equity outcomes.

SUPPORTING STATEMENT: Investors seek quantitative, comparable data to understand if and how the Company is promoting a commitment to racial equity. Proponents suggest the report include: 

Quantitative diversity, equity, and inclusion information, including EEO-1 data and recruitment, retention, and promotion rates for people of color within the Company;
Any plans to improve disclosures on the performance indicators that underlie the Company’s low scores compared to its peers on the above-referenced Racial Justice scorecard;
Policies the Company could adopt to promote racial equity in its corporate workplaces and operations.

[1] https://www.mckinsey.com/capabilities/people-and-organizational-performance/our-insights/delivering-through-diversity 

[2] https://womenintheworkplace.com/

[3] https://cooleypubco.com/2020/07/15/calls-for-actions-racial-ethnic-diversity/

[4] https://www.asyousow.org/our-work/social-justice/racial-justice

  

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