20 unchanged sentences
There were no changes in our internal control over financial reporting during the quarter ended December 31, 2023 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
+Added: Our assessment of the effectiveness of our internal control over financial reporting as of December 31, 2023 includes the acquired operations of EVO.
ITEM 9B - OTHER INFORMATION
+Added: (c) Director and Officer Trading Plans and Arrangements
+Added: During the quarter ended December 31, 2023, none of our directors or officers notified us that they adopted , modified or terminated any Rule 10b5-1 trading arrangement or any non-Rule 10b5-1 trading arrangement as defined in Item 408(a) of Regulation S-K.
ITEM 9C - DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
14 unchanged sentences
Plan category Number of securities to be issued upon exercise of outstanding options, warrants and rights
−Removed: Weighted-average exercise
−Removed: price of outstanding options, warrants and rights
−Removed: Number of securities
−Removed: remaining available for
−Removed: future issuance under equity compensation plans (excluding securities reflected in column (a))
+Added: Weighted-average exercise price of outstanding options, warrants and rights
+Added: Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
Equity compensation plans approved by security holders 646,708 $ 96.41 30,209,753
24 unchanged sentences
The following exhibits either (i) are filed with this Annual Report on Form 10-K or (ii) have previously been filed with the SEC and are incorporated in this Item 15 by reference to those prior filings.
−Removed: 2.1 Agreement and Plan of Merger, between Total System Services, Inc.
−Removed: and Global Payments Inc., dated as of May 27, 2019, incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed on May 31, 2019.
2.1† Agreement and Plan of Merger, dated as of August 1, 2022, among EVO Payments, Inc., Global Payments Inc.
3 unchanged sentences
3.2 Articles of Amendment to the Third Amended and Restated Articles of Incorporation of Global Payments Inc., incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on May 1, 2020.
−Removed: 3.3 Eleventh Amended and Restated Bylaws of Global Payments Inc., incorporated by reference to Exhibit 3.1 to Global Payment Inc.’s Current Report on Form 8-K filed on May 3, 2022.
+Added: 3.3 Twelfth Amended and Restated Bylaws of Global Payments Inc., incorporated by reference to Exhibit 3.1 to Global Payment Inc.’s Current Report on Form 8-K filed on Febr uary 21, 2023 .
4.1 Indenture, dated as of August 14, 2019, between Global Payments Inc.
8 unchanged sentences
and Regions Bank, incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed on September 20, 2019.
−Removed: 4.6 Form of 4.000% Senior Note due 2023, incorporated by reference to Exhibit 4.1 to TSYS' Current Report on Form 8-K filed on May 11, 2018.
4.6 Form of 4.800% Senior Note due 2026, incorporated by reference to Exhibit 4.3 to TSYS' Current Report on Form 8-K filed on March 17, 2016.
−Removed: 4.8 Indenture, dated as of May 22, 2013, between TSYS and Wells Fargo Bank, National Association, as trustee, incorporated by reference to Exhibit 4.1 to TSYS' Current Report on Form 8-K filed on May 22, 2013.
−Removed: 4.9 Supplemental Indenture No.
−Removed: 1, dated as of September 17, 2019, among TSYS, Global Payments Inc.
−Removed: and Wells Fargo Bank, National Association, as trustee, incorporated by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K filed on September 20, 2019.
−Removed: 4.10 Form of 3.750% Senior Note due 2023, incorporated by reference to Exhibit 4.3 to TSYS' Current Report on Form 8-K filed on May 22, 2013.
4.7* Description of Registrant’s Securities Registered pursuant to Section 12 of the Securities Exchange Act.
22 unchanged sentences
4.19 First Supplemental Indenture, dated as of December 14, 2022 between Global Payments Inc., and U.S.
−Removed: Bank Trust Company, National Association, as trustee.
+Added: Bank Trust Company, National Association, as trustee , incorporated by reference to Exhibit 4.23 to the Company's Annual Report on Form 10-K filed on February 17 , 2023 .
+Added: 4.20 Supplemental Indenture No.
+Added: 6, dated as of March 17, 2023, between Global Payments Inc., U.S.
+Added: Bank National Association, as trustee, Elavon Financial Services DAC, UK Branch, as initial paying agent, and U.S.
+Added: Bank Trust Company, National Association, as initial securities registrar and transfer agent, incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on March 17, 2023.
+Added: 4.21 Form of Global Note representing the Notes (included in Exhibit 4.20)
10.1+ Total System Services, Inc.
4 unchanged sentences
2007 Omnibus Plan, incorporated by reference to Exhibit 10.1 to TSYS’ Current Report on Form 8-K filed on April 25, 2007.
−Removed: 10.4+ Amended and Restated NetSpend Holdings, Inc.
−Removed: 2004 Equity Incentive Plan for Options and Restricted Shares Assumed by Total System Services, Inc., incorporated by reference to Exhibit 99.1 to TSYS’ Registration Statement on Form S-8 filed on July 1, 2013.
10.4+ Amended and Restated 2000 Employee Stock Purchase Plan, incorporated by reference to Exhibit 10.39 to the Company's Annual Report on Form 10-K filed on July 28, 2010.
6 unchanged sentences
10.10+ Amended and Restated 2011 Incentive Plan, incorporated by reference to Exhibit 10.11 to the Company’s Annual Report on Form 10-KT filed on February 28, 2017.
+Added: 10.11+ EVO Payments, Inc.
+Added: Second Amended and Restated 2018 Omnibus Incentive Stock Plan, incorporated by reference to Exhibit 10.1 to EVO Payments, Inc.'s Quarterly Report on Form 10-Q filed on November 3, 2021.
10.12+ Form of Non-Statutory Stock Option Award pursuant to the Amended and Restated 2005 Incentive Plan, incorporated by reference to Exhibit 10.5 to the Company's Quarterly Report on Form 10-Q filed on January 8, 2007.
2 unchanged sentences
10.15+ Form of Stock Option Award pursuant to the 2011 Amended and Restated Incentive Plan for Executive Officers (calendar 2019) incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed on May 2, 2019.
−Removed: 10.16+ Form of Restricted Stock Award pursuant to the 2011 Amended and Restated Incentive Plan for Executive Officers (calendar 2018), incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on May 3, 2018.
−Removed: 10.17+ Form of Performance Unit Award Agreement pursuant to the 2011 Amended and Restated Incentive Plan for Executive Officers (calendar 2018), incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on August 2, 2018.
−Removed: 10.18+ Form of Stock Option Award pursuant to the 2011 Amended and Restated Incentive Plan for Executive Officers (calendar 2018) incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q filed on May 3, 2018.
−Removed: 10.19+ Form of Synergy Performance Share Agreement (calendar 2019), incorporated by reference to Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q filed on October 31, 2019.
10.16+ Amended and Restated Employment Agreement, dated as of September 20, 2019, between Global Payments Inc.
1 unchanged sentence
Sloan, incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on October 31, 2019.
−Removed: 10.21+ Amended and Restated Employment Agreement, dated as of September 20, 2019, between Global Payments Inc.
+Added: 10.17+ Letter Agreement, dated May 1, 2023, between Global Payments Inc.
+Added: and Jeffrey S.
+Added: Sloan, incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on May 1, 2023.
+Added: 10.18+ Amended and Restated Employment Agreement, dated as of May 1, 2023, by and between Global Payments Inc.
and Cameron M.
−Removed: Bready, incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on October 31, 2019.
+Added: Bready, incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on August 1, 2023.
10.19+ Amended and Restated Employment Agreement, dated as of September 20, 2019, between Global Payments Inc.
2 unchanged sentences
Green, incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q filed on October 31, 2019.
−Removed: 10.24+ Employment Agreement, dated as of September 20, 2019, between Global Payments Inc.
−Removed: Todd, incorporated by reference to Exhibit 10.5 to the Company's Quarterly Report on Form 10-Q filed on October 31, 2019.
+Added: 10.21+* Employment Agreement, dated as of July 29, 2020, between Global Payments Inc.
+Added: and Andréa Carter
10.22+ Form of Restricted Stock Award pursuant to the 2011 Amended and Restated Incentive Plan for Executive Officers (calendar 2020), incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on May 6, 2020.
8 unchanged sentences
10.31+ Form of Stock Option Award pursuant to the 2011 Amended and Restated Incentive Plan for Executive Officers (calendar 2022), incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed on May 2, 2022.
+Added: 10.32+ Form of Restricted Stock Award pursuant to the 2011 Amended and Restated Incentive Plan for Executive Officers (calendar 2023), incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on May 3, 2023.
+Added: 10.33+ Form of Performance Unit Award Agreement pursuant to the 2011 Amended and Restated Incentive Plan for Executive Officers (calendar 2023), incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on May 3, 2023.
+Added: 10.34+ Form of Stock Option Award pursuant to the 2011 Amended and Restated Incentive Plan for Executive Officers (calendar 2023), incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed on May 3, 2023.
10.35+ Employment Agreement, dated as of September 20, 2019, between Global Payments Inc.
4 unchanged sentences
Whipple incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on October 31, 2022.
−Removed: 10.37+ Voting Agreement, dated as of August 1, 2022, among EVO Payments, Inc., Global Payments Inc., Falcon Merger Sub Inc., James G.
−Removed: Kelly and the James G.
−Removed: Kelly Grantor Trust Dated January 12, 2012, incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on August 2, 2022
−Removed: 10.38+ Voting Agreement, dated as of August 1, 2022, among EVO Payments, Inc., Global Payments Inc., Falcon Merger Sub Inc., MDCP Cardservices II LLC, Madison Dearborn Capital Partners VI-C, L.P.
−Removed: and MDCP Cardservices LLC, incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed on August 2, 2022
−Removed: 10.39+ Common Unit Purchase Agreement, dated as of August 1, 2022, among Global Payments Inc., EVO Payments, Inc.
−Removed: and Blueapple, Inc., incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on August 2, 2022
10.37+ Investment Agreement, dated as of August 1, 2022, among Global Payments Inc., Silver Lake Partners VI DE (AIV), L.P.
9 unchanged sentences
§ 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002.
+Added: 97* Global Payments Executive Compensation Clawback Policy
101.1* The following financial information from the Annual Report on Form 10-K for the year ended December 31, 2023, formatted in Inline XBRL (eXtensible Business Reporting Language) and filed electronically herewith:
16 unchanged sentences
GLOBAL PAYMENTS INC.
−Removed: /s/ Jeffrey S.
+Added: /s/ Cameron M.
Chief Executive Officer
9 unchanged sentences
Troy Woods* Chairman of the Board February 14, 2024
−Removed: /s/ Kriss Cloninger III* Lead Independent Director February 17, 2023
−Removed: Kriss Cloninger III
+Added: /s/ Connie D.
+Added: McDaniel* Lead Independent Director February 14, 2024
Thaddeus Arroyo* Director February 14, 2024
6 unchanged sentences
Ruth Ann Marshall
−Removed: /s/ Connie D.
−Removed: McDaniel* Director February 17, 2023
+Added: /s/ Kirsten Kliphouse* Director February 14, 2024
+Added: Kirsten Kliphouse
/s/ Joseph Osnoss* Director February 14, 2024
3 unchanged sentences
Turner* Director February 14, 2024
−Removed: /s/ Jeffrey S.
−Removed: Sloan Director February 17, 2023
−Removed: /s/ Jeffrey S.
−Removed: Sloan Attorney-in-fact February 17, 2023
+Added: /s/ Cameron M.
+Added: Bready Director February 14, 2024
+Added: /s/ Cameron M.
+Added: Bready Attorney-in-fact February 14, 2024
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.