Good morning, ladies and gentlemen, and welcome to Global Payments Inc. annual meeting. I will now turn the call over to the presenters. Please go ahead.
Good morning, and welcome to Global Payments 2026 annual meeting of shareholders. I'm Nate Rozof, Executive Lead of Investor Relations at Global Payments. It's my pleasure to turn the meeting over to Troy Woods, Chairman of the Board and Director of Global Payments.
Thank you, Nate. Good morning, and welcome again to the Global Payments 2026 Annual Meeting of Shareholders. On behalf of my fellow directors and the management team, we thank you for joining us this morning. We also thank you for your continued support, engagement with and ownership of Global Payments. Also joining me this morning for our meeting is our CEO, Cameron Bready, and Dara Steele-Belkin, our Chief Legal Officer and Corporate Secretary. I would like to start this morning by acknowledging and thanking our 27,000 team members across the globe for their hard work and dedication to the company and for a very successful and watershed year. Our team members represent some of the finest talent in the industry, and we believe they provide a competitive advantage and differentiate us in the market.
In addition to our dedicated team members, we're very fortunate to have a strong, capable, and engaged board, and they are also joining us this morning for our shareholders meeting. One of our long-serving directors, Bob Baldwin, is concluding his service to our board at this meeting. Bob has provided significant strategic insights and financial acumen to our board. We are truly thankful for his years of commitment and dedication. We extend our deepest gratitude to him for his service. This past year was pivotal for Global Payments as we advanced our strategic transformation, strengthened our competitive position, and took decisive actions to build a new Global Payments, one that is better positioned to compete, innovate, and become the worldwide partner of choice for commerce solutions. From a board perspective, we have centered our focus around three main areas: execution, innovation, and strong governance.
First, in 2025, your company began executing a fundamental repositioning of its business and operating model, consistent with the strategy the board and the company's leadership articulated at our 2024 investor conference. The April 2025 announcement of the Worldpay acquisition, alongside the divestiture of the issuer solutions business, were central to this repositioning. These actions sharpened our focus as a pure-play merchant and commerce solutions provider, expanded our capabilities, strengthened our global scale, and aligned the business more directly with markets offering the most effective and attractive growth and return profiles. From the board's perspective, these actions were far more than discrete transactions executed for the short term. They reflected deliberate, long-term strategic decisions designed to better position the business for sustained growth and value creation. Collectively, they demonstrated disciplined capital allocation, thoughtful risk management, and a clear commitment to simplification and strategic clarity.
Importantly, these watershed events were achieved ahead of schedule, reinforcing our confidence in management's ability to execute complex initiatives while maintaining financial and operational stability. Second, the company advanced its technology-led growth strategy while delivering strong financial performance. Throughout 2025 and into early 2026, the board closely monitored the company's progress in platform modernization and product innovation, with particular focus on the rollout of the Genius POS platform, the expansion of software-enabled commerce capabilities, and the strategic adoption of artificial intelligence to further modernize and future-proof the company's technology and operating environments. We are encouraged by the traction these initiatives are gaining and by the way Global Payments is integrating payments, software, and data to serve merchants more holistically across channels and geographies.
It's very important to note that these investments are being made while maintaining a strong emphasis on security, reliability, and regulatory discipline, which remain foundational in our industry and critical to our board. Third, strong governance, capital stewardship, and leadership remain at the core of value creation. We continue to focus on aligning board capabilities with the strategic needs of the company. In 2025 and early 2026, we appointed three new independent directors: Patricia Watson, Archana Deskus, and Vivek Sankaran. These accomplished executives bring significant experience in strategic transformation, technology, financial services, retail, and human capital management to our board.
The board also remains deeply committed to ensuring Global Payments is governed with rigor, transparency, and long-term perspective. Over the past year, the board has dedicated significant time to oversight of capital allocation, financial leverage, and integration execution, including establishing an ad hoc committee of our board to oversee the integration of Worldpay. We believe the company's approach to returning capital to shareholders through share repurchases and dividends while continuing to invest in our growth appropriately balance near-term value creation with long-term opportunity. The capital return framework communicated in our 2025 and 2027 reflects this disciplined stewardship. Equally important to the success of our company are leadership and talent. The board has great confidence in the leadership team and the depth of experience across the organization. Succession planning, executive development, and culture remain standing priorities for the board, particularly during periods of transformation.
In closing, we believe that with the capable and aligned leadership team and our engaged board, Global Payments is well-positioned to execute on its strategy, maintain its innovative product-led focus, and deliver durable long-term value for shareholders. Thank you again for your support, interest, and investment in Global Payments. I now would like to turn the program over to Cameron. Thank you.
Thank you, Troy, and good morning. On behalf of the management team, I would like to welcome everyone and thank you for joining us today. 2025 was a crucial year for Global Payments. We made meaningful progress advancing our strategic transformation, strengthening our competitive position, and taking decisive actions to enhance long-term shareholder value. In April 2025, we announced our agreement to acquire Worldpay and divest our Issuer Solutions business. Both transactions closed in early January 2026, well ahead of plan. Together, these actions catalyze our transformation, repositioning Global Payments as a pure-play Merchant Solutions provider with greater scale, expanded global distribution, and enhanced technology depth. Extensive integration planning throughout 2025 enabled us to enter 2026 with a strong foundation for execution. We remain on track to deliver the revenue and cost synergies outlined at the time of the transaction announcement.
As we move through integration, our focus is clear, driving sustainable growth while delivering exceptional experiences and value for our clients and partners. In 2025, we achieved the financial commitments established at the outset of the year, delivering mid-single digit adjusted net revenue growth, operating margin expansion, and adjusted earnings per share growth of 11%. Additionally, we completed the divestiture of our payroll business for $1.1 billion, enabling the return of an additional $500 million to shareholders. Over the course of the year, we continued to execute on our balanced capital allocation strategy, including a total of $1.5 billion of shareholder returns while maintaining a disciplined approach to investment.
We continue to target $7.5 billion of total capital returns to shareholders over the 2025-2027 time period, while deleveraging to approximately 3 x by the end of 2027. In 2025, we advanced our multi-year operational transformation to unify Global Payments into a single global operating company, better positioned to capture key growth opportunities. This program is focused on simplifying our business, modernizing our technology environment, and enhancing sales productivity and effectiveness. A cornerstone of this transformation was the successful launch of our Genius platform in the second quarter of 2025. Genius is a modern cloud-based modular point-of-sale solution that unifies multiple legacy systems into a single offering. We're actively deploying Genius across our distribution channels with highly encouraging feedback from clients and partners in accelerating sales momentum.
We are also strategically embracing generative AI to enhance our product capabilities, modernize our technology environments, increasing engineering productivity, and elevating customer experiences. We are at the forefront of shaping the future of agentic commerce, which is the next evolution of the retail experience, where AI can research, select, and even complete transactions on behalf of customers. With the closing of the Worldpay transaction, we have made significant progress establishing our new leadership structure, announcing our executive leadership team and the senior leaders reporting to them. The resulting team is now roughly evenly split between heritage Global Payments and Worldpay executives, combining deep institutional knowledge with complementary perspectives, operating experience, and domain expertise. This breadth and depth of leadership positions us exceptionally well to execute our strategy and effectively guide Global Payments through its next phase of growth and value creation.
As Troy noted, we are also delighted to have recently welcomed three new independent Directors to our Board of Directors. Patty, Archie, and Vivek add deep expertise in strategic transformation, technology, financial services, retail, and human capital management, and will be invaluable resources as we move forward. Lastly, I would also like to extend my sincere gratitude to Bob Baldwin as he concludes his service on our Board. His leadership, insight, and unwavering support have been instrumental in shaping our strategic direction, and we wish him all the best. The strategic actions we took in 2025 significantly strengthened our foundation for sustainable growth and materially enhanced our cash flow generation profile.
This improved financial profile provides substantial flexibility to continue returning capital to shareholders while investing in innovation, product development, and global distribution to support long-term growth and deepen competitive differentiation. In closing, the successful execution of our transformation program, the completion of the Worldpay acquisition, and our continued focus on operational excellence position Global Payments to deliver durable performance and meaningful long-term shareholder value. The acquisition of Worldpay marks a defining step in our evolution, strengthening our position as the world's leading pure-play commerce solutions provider and enhancing our ability to deliver consistent, sustainable growth. Supported by robust free cash flow generation and a disciplined capital allocation framework, the new Global Payments is firmly focused on compounding value for shareholders.
Turning to our 2026 annual shareholder meeting and the vote on four proposals, our board of directors has appointed Dara Steele-Belkin, our Chief Legal Officer, as Inspector of Election. She has worked with Broadridge to review all proxies received. Dara, are we able to start conducting business?
Yes, we are. To conduct business at this meeting, proper notice must be given, and a quorum must be present. Regarding the requirement to provide proper notice, Broadridge has delivered an affidavit of mailing confirming that notice of this meeting was duly given. A copy of the notice of meeting and the affidavit of mailing will be incorporated into the minutes of this meeting. There are 249,009,447 issued and outstanding shares represented in person or by proxy at this meeting, which represent a majority of the issued and outstanding shares on the record date. As a result, a quorum is present, and we can now conduct business.
Thank you, Dara. There are four proposals for action at the meeting today. The first proposal is the election of directors as described in the proxy statement. As there are no other nominees who have been nominated in accordance with our bylaws, the nominations are now closed. The second proposal is to approve on an advisory basis the compensation of our named executive officers for the year ended December 31st, 2025. The third proposal is to ratify the reappointment of Deloitte & Touche LLP as the company's independent public accountants. The fourth and final proposal is to consider a shareholder proposal regarding the right of shareholders to act by written consent. The shareholder proposal was submitted by John Chevedden. Mr. Glenn Beatty, who is an authorized representative of the proponent of the shareholder proposal, has joined the meeting to present the proposal.
The shareholder proposal and the company statement of opposition to the proposal are contained in the company's proxy statement. Mr. Beatty, in accordance with the rules of conduct and procedure for this annual shareholder meeting, which were provided to you prior to the meeting, will have two minutes to present the shareholder proposal. Operator, would you please open Mr. Beatty's line?
Hello, can you hear me?
Yes.
Thank you. Proposal four, shareholder right to act by written consent sponsored by John Chevedden. Shareholders request that the board of directors take the necessary steps to permit written consent by 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. Global Payments shareholders have a particular need for the right to act by written consent because Global Payments shareholders only have an unattainable right to call for a special shareholder meeting. Global Payments disqualifies all shares owned for less than a full year from calling for a special shareholder meeting, which makes this so-called special shareholder meeting right totally useless.
The shareholders of more than 100 companies have voted on a right to call for a special shareholder meeting. Not one of these companies have ever cited a special shareholder meeting ever actually taking place at any company anywhere that disqualified certain shareholders. Companies such as Global Payments like to disqualify certain shareholders because they know that with such a disqualification, a special shareholder meeting will never take place. Acting by written consent and calling for a special shareholder meeting allows shareholders to take action between annual meetings. These two means of particular importance are of a particular importance when a company underperforms. Global Payments stock was at $215 per share in 2020 and at only $70 now despite a robust stock market.
If Global Payments' directors and management know that Global Payments shareholders can act by written consent, they will have a greater incentive to perform. Written consent is a shareholder right that requires the formal backing of a Global Payments majority based on all shares outstanding. This majority support requirement in reality is much more than majority support because it is not economically possible to contact a significant percent of Global Payments shares to get their formal backing. Thus, for an issue to still get majority support based on all shares outstanding, under written consent, it could need 60% support from the Global Payments shares are economically possible to reach. The Global Payments shares that are economically possible to reach are the Global Payments shares that are most informed and have the greatest incentive to cast an informed ballot. Global Payments should not fear a 60% majority.
Please vote yes, shareholder right to act by written consent, proposal four. Thank you.
Thank you, Mr. Beatty. The board has considered this proposal and, for the reasons set forth in the company's proxy statement, recommends that shareholders vote against the proposal. To vote on any of the proposals properly presented at this meeting, you must have been a shareholder of record as of March 9th, 2026 or hold a signed proxy of a shareholder of record. If you have already voted by proxy, telephone or online, there is no need to vote again unless you wish to change your vote. The polls are now open for voting on the proposals. The polls are now closed. Dara, would you please report the voting results?
The votes have been counted. Each director nominee has received a majority of the votes cast at this meeting. As a result, all director nominees have been reelected to the board. The compensation of the company's named executive officers for the year ended December 31, 2025, has been approved on an advisory basis. In addition, the reappointment of Deloitte as the company's independent public accountants has been ratified. Finally, the advisory vote on a shareholder proposal regarding the shareholder right to act by written consent has not been approved.
Thank you, Dara. The final results of the voting will be filed with the SEC in the next few days. We will now address questions that we have received that align with the guidelines for today's discussion. For any questions that fall outside these parameters, we encourage you to reach out to us directly after the meeting, and we'll be happy to provide more information. I will turn to Nate Rozof to let us know if there are any questions to answer.
Thanks, Cameron. We have received questions from a shareholder specifically related to acquisition integration. Can you please provide an update on the Worldpay transaction and the integration of the asset?
Certainly, I'll be happy to. I think to start with, I would note we're 110 days into our acquisition of Worldpay and are delighted with the progress that we've made from an integration perspective. We've already established the top four layers of management for the combined company and expect to have the full organization aligned to our new organizational structure by late this summer. We've also clearly defined a new mission, vision, and values for the combined organization and worked diligently to establish the right foundation for the combined culture of the new Global Payments, which we clearly articulated to our teams on the first day of announcement of the closing of the transaction.
We've also clearly established plans to achieve the revenue and expense synergies that we commented on at the time of the announcement of the transaction and remain highly confident in our ability to achieve those run rate synergy expectations within three years post-closing of the transaction. Lastly, we've established our integration committee, which is governing and overseeing all of our integration activities for Worldpay from a board of directors standpoint.
Thank you, Cameron. There are no further questions. As there is no further business before the meeting today, the 2026 annual meeting of shareholders is now adjourned. Thank you.
Ladies and gentlemen, this concludes today's annual meeting. We thank you for participating.