Morning, welcome to PayPal's 2026 Annual Stockholders Meeting. I would like to introduce you to Mr. David Dorman, independent board chair of PayPal Holdings. Mr. Dorman, you may begin.
Good morning, and welcome to the 2026 Annual Stockholders Meeting. I'm David Dorman, Chair of the PayPal Holdings board of directors. I'd like to introduce the other board members who are participating in today's meeting. Enrique Lores, who also serves as our President and Chief Executive Officer. Joy Chik, Jonathan Christodoro, Carmine Di Sibio, Alyssa Henry, Debbie Messmer, David Moffett, Ann Sarnoff, Deirdre Stanley, and Frank Yeary. As we have previously disclosed, board member Gail McGovern is not standing for re-election at today's meeting. We'd like to thank Gail for her many contributions over the years. In addition to Enrique Lores, participating in today's meeting is Brian Yamasaki, Vice President, Corporate Legal, and Secretary. Other members of PayPal senior management team are also present. In addition, a representative of PwC, our independent auditor, is attending the meeting.
I would now like to call to order the 2026 Annual Stockholders Meeting. I'll be serving as chair of the meeting, and Brian Yamasaki will serve as secretary of the meeting. I'll now turn the meeting over to Brian to begin the formal matters.
Thanks, Dave. Our annual stockholder meeting is being conducted virtually through a live audio webcast, as we have done each year since becoming an independent public company in 2015. We are conducting this meeting in accordance with our bylaws and the rules of conduct and procedures for this meeting, which are available on the meeting website. The virtual meeting is being recorded and will be available for replay on our investor relations website for 90 days. As a reminder, stockholders attending the virtual meeting can vote their shares online from now through the closing of the polls. By following the instructions provided in the company's proxy materials, you can log into the meeting website as a stockholder and click the Vote Here button on the screen.
If you have previously voted by proxy and do not wish to change your vote, your vote will be cast as you previously instructed, and no further action is required. We will begin by conducting the formal business of the meeting. After that, we will hold a question and answer session. We have received several questions that were submitted by our stockholders in advance of today's meeting. Stockholders logged into the meeting website will be able to submit questions by typing them into the text box on the meeting website. If you have a question about your customer account or a specific PayPal product, please feel free to send those questions to the following email address, stockholder customer questions, one word, @paypal.com.
Stockholder questions addressed during this meeting, as well as questions that are not addressed due to time constraints, will be posted on our investor relations website and the meeting website as soon as practicable after the meeting. This meeting is held pursuant to the notice of annual meeting that we began mailing on April 7th, 2026, to stockholders of record as of the close of business on March 25th, 2026. We have received an affidavit of mailing from Broadridge Financial Solutions, indicating that notice of the meeting has been duly given. A copy of our proxy statement is available on PayPal's investor relations website and the Securities and Exchange Commission's website at www.sec.gov. Kathy Weeden, our Inspector of Elections, has confirmed that proxies have been received from approximately 76% of the approximately 900 million shares of the company's outstanding common stock entitled to vote.
I declare that there is a quorum present and that we may proceed with the business of the meeting. The polls are open for voting. We will close the polls after the proposals have been presented. We have six items to be voted on at today's meeting, four management proposals and two stockholder proposals. The first item is the election of 11 director nominees to the board of directors, each to hold office until the 2027 Annual Meeting of Stockholders and until their successors are duly elected and qualified. The nominees for election to the board of directors are Joy Chik, Jonathan Christodoro, Carmine Di Sibio, David Dorman, Alyssa Henry, Enrique Lores, Deborah Messmer, David Moffett, Ann Sarnoff, Deirdre Stanley, and Frank Yeary. The second item is a non-binding advisory vote to approve the compensation of our named executive officers.
The third item is the approval of PayPal's 2026 Equity Incentive Award Plan, which, if approved, will replace the company's 2015 Equity Incentive Award Plan as a source for equity awards granted on or after the date of the annual meeting and will increase the projected number of shares of PayPal common stock available for grant by 15 million shares. The fourth item is ratification of the appointment of PricewaterhouseCoopers LLP as our independent auditor for fiscal year 2026. The next two items are stockholder proposals. These are set forth in our proxy statement along with the proponent's supporting statement and the company's opposition statement. A representative for each proponent will have three minutes to present their stockholder proposal.
The 5th item is the consideration of the stockholder proposal submitted by Deborah Sagner and certain co-filers regarding the issuance of a policy and provision of services in conflict zones if properly presented at this meeting. Ms. Sagner and Mr. Sam Bahour, as Ms. Sagner's representative, will be co-presenting the proposal. Operator, please open the line for Ms. Sagner and Mr. Bahour.
Ms. Sagner and Mr. Bahour, your line is now open, and you may proceed.
My name is Deborah Sagner. I am the lead filer for Proposal 5, re-requesting the creation of a policy to ensure communities in conflict-affected high-risk areas such as Palestine are able to access PayPal services. This important proposal provides a unique opportunity for PayPal to fulfill its mission while pursuing new and profitable market opportunities. As a concerned investor, I have seen our company consistently lose market share and subsequently seen our investment drop in value. We need to be taking every opportunity available to us to regain the competitive advantage that defined PayPal for so many years. As a founding member of the Jewish Investor Network, this proposal embodies the values at the core of our group, aligning our capital with our Jewish values.
I'm speaking not only on behalf of myself as the lead filer, but on behalf of the Jewish investors representing over $15 billion who signed our letter in support of this resolution. Communities around the world living in conflict and high-risk areas experience a whole host of obstacles, and providing greater access to financial services is the exact type of restoration and repair that places like Gaza are in such desperate need of. With that in mind, I am honored to introduce Palestinian-American businessman, Sam Bahour.
Thank you, Deborah. I live and work in Ramallah, Palestine, and am involved in economic development. Not your usual economic development, but rather economic development to prepare the Palestinian economy for statehood. Our partners in this endeavor are many, including successive U.S. governments, excluding Trump's, the United Kingdom, the European Union, and all Gulf states, just to name a few. In a decade of engagement with PayPal, I can never offer a satisfactory answer to those who ask why PayPal refuses to follow the lead of technology giants like Google, Cisco, HP, Oracle, and even Apple Pay, which all operate in Palestine. Likewise, it's a fact that Palestine has a thriving banking sector, and all Palestinian banks have corresponding U.S. banks that make money transfers daily. Yet PayPal is not here. The Palestinian economy is paying a heavy price for being unable to utilize the world's leading payment platform.
Furthermore, the economic pressures over the years led to more violence and more loss of hope. We all have the ability to contribute to reversing this troubling trend. Corrective action by corporate boards is not a sign of weakness. It is an indication of wisdom. I encourage all shareholders here today to indicate to the board that you are in support of such corrective action by voting yes on Proposal 5. Thank you.
Thank you, Ms. Sagner and Mr. Bahour. The board of directors recommends a vote against this stockholder proposal for the reasons set forth in the company's opposition statement provided in the proxy statement. The sixth item is the consideration of the stockholder proposal submitted by Mr. John Chevedden to reduce the threshold to call special meetings of stockholders if properly presented at this meeting. Operator, please open the line for Mr. Chevedden.
Mr. Chevedden, your line is now open, and you may proceed.
Hello, this is John Chevedden, Proposal 6, special shareholder meeting improvement. Shareholders ask our board to take the steps necessary to amend the governing documents to give the owners of a combined 10% of outstanding common stock the power to call a special shareholder meeting. Such a special shareholder meeting can be an easy to convene online shareholder meeting. There shall be no unnecessary poison pill type rules require ownership of shares for a specific period of time in order for shares to participate in calling for a special shareholder meeting and no unnecessary requirement that most shares must be record holders. To make up for our complete lack of a right to act by written consent, PayPal shareholders need a right of 10% of shares to call for a special shareholder meeting. Hundreds of major companies provide shareholders with the right to act by written consent.
PayPal requires the backing of 20% of shares outstanding to call for a special shareholder meeting. 20% is too high. Shareholders at more than 100 companies have voted on a shareholder right to call for a special shareholder meeting. Not one of these companies have cited an actual shareholder meeting actually taking place at a company that required 20% or more of shares outstanding. The 20% figure is more like an insurance policy that a special shareholder meeting will never take place. This proposal received 44% support at the 2025 PayPal annual meeting without any special effort by the proponent. This was in spite of PayPal supplemental proxy statement against the 2025 proposal.
Again, PayPal is worried about the substantial shareholder support for this proposal and has issued a 2026 supplemental proxy statement opposing this proposal. The 44% support in 2025 likely represented more than 50% shareholder support from the PayPal shares that have access to independent proxy voting advice, which gives these shareholders insight to both sides of this important issue. A special shareholder meeting can be called to introduce a company to a new strategy. Making it less difficulty for shareholders to call a special shareholder meeting may be an incentive for the PayPal directors and executives to develop a turnaround strategy on their own. PayPal sorely needs a turnaround. PayPal stock was at $310 in 2021, has fallen to $44 now. The five-year total return for PayPal stock is a -80%. Please vote yes.
Special Shareholder Meeting Improvement, Proposal 6.
Thank you, Mr. Chevedden. The board of directors recommends a vote against this stockholder proposal for the reasons set forth in the company's opposition statement provided in the proxy statement. That concludes the presentation of items of business that you have been asked to vote on at today's meeting. The polls are now closed, and no additional votes may be submitted. I've received the preliminary voting results from the Inspector of Elections based on the proxies received as of the opening of the polls at today's meeting. The preliminary voting results are as follows. First, each of the 11 director nominees has been duly elected. Second, the advisory vote to approve the compensation of our named executive officers has been approved. Third, our 2026 equity incentive award plan has been approved. Fourth, the appointment of PricewaterhouseCoopers LLP as our independent auditor for 2026 has been ratified.
Finally, the two stockholder proposals were not approved. All votes are subject to final count certified by the Inspector of Elections. We'll report the final voting results on Form 8-K with the Securities and Exchange Commission within four business days of this meeting. There being no further business to come before the meeting, the 2026 annual meeting of stockholders of PayPal Holdings is now adjourned. We will now do a stockholder question- and- answer session with our President and CEO, Enrique Lores. As a reminder, today's question- and- answer session may contain forward-looking statements that are based on our current expectations, forecasts and assumptions, and involve risks and uncertainties.
Actual results may differ materially from these forward-looking statements due to various risks and uncertainties about our business, which are described in our filings with the Securities and Exchange Commission, including our annual report on Form 10-K and subsequently quarterly reports on Form 10-Q. We assume no obligation to update any forward-looking statements. With that, here's our first stockholder question for today. With a new CEO and the recent strategic reorganization, is it fair to view this as another reset? How is this effort different from prior transformation attempts? Should shareholders expect a similar multi-year timeline?
Brian, thank you for the question, and thank you all for joining us today. To start, I appreciate the opportunity to serve as CEO, and I am confident that we will accelerate the growth of the company while improving profitability and cash flow. PayPal has a strong foundation and valuable assets, and we see a significant opportunity to build on that foundation through sharper focus and better execution. At the same time, I'm also realistic that we need to make significant changes to improve the strategic and operational issues the company has faced. I expect that it will take a few months to completely define our new plan, but we have started sharing the direction we are taking and some of the actions we already have underway.
First, we are aligning the company around three distinct, attractive, and in many ways, complementary market opportunities where we believe we have a strong, differentiated fight to win. Checkout, consumer financial services, and payment processing and value-added services. Second, we are simplifying how we operate. We have organized the company into three business operating models. Checkout Solutions and PayPal, Consumer Financial Services and Venmo, and Payment Services and crypto, each with clear accountability and ownership. This structure is designed to improve execution, speed, sharpen decision-making, and ensure stronger alignment between strategy and operational delivery. Third, supporting our growth plans is the opportunity to realize cost savings. We expect these savings to come in two ways. First, removing duplication and layers from our organizational structure. Second, accelerating the use of AI and automation across our operations.
These initiatives are expected to deliver at least $1.5 billion of gross funded savings over the next two to three years. Fourth, and finally, we are modernizing our technology platform to improve speed, interoperability, and developer productivity. A stronger platform is essential to delivering better customer experiences, improving productivity, and supporting long-term growth. I am confident in our ability to put this company on a more durable path to long-term growth and shareholder value creation. We have a strong foundation. We are now organized to move with greater urgency. We have a well-defined framework. We will continue to define our strategy and prioritize our plans in line with it. I will look forward to sharing more progress as we move ahead.
Thanks, Enrique. The next question is: Are you really going to be able to achieve your cost-saving targets through the use of AI?
Our cost savings will come from multiple areas of the business, but I believe the changes that AI will enable for us will be very significant. This is why we have established a dedicated team reporting to me to lead this AI transformation across the company, focused not just on adopting AI tools, but on redesigning how we work process by process. AI will help us move faster and deliver better customer experience, particularly in areas like technology development and customer support, where we see strong near-term opportunities to both improve service and operate more efficiently. It will also help accelerate the modernization of our technology platform.
Thanks, Enrique. The last question we will address today is: What's really changing to grow branded checkout? Given PayPal's already broad merchant acceptance and large consumer base, where do you see the most significant opportunities to drive incremental selection and expand into new segments or verticals?
Our checkout solutions and PayPal business is the highest priority for the company and for me. Through our strategic reorganization, we are bringing together our consumer and merchant ecosystems under one unified strategy. This structure will enable us to fully leverage our two-sided network and accelerate innovation across both sides of the platform. Our intent is not to chase transitory share in any given quarter, but rather to focus on segments and verticals where we can deliver differentiated value to our customers. As I have emphasized, strengthening the consumer side of our network is key to increasing the value we deliver to merchants. Driving habituation through the adoption of our financial services offerings, like Buy Now, Pay Later, is an important step toward enhancing the consumer value proposition and customer lifetime value, which reinforces the power of our two-sided platform.
Checkout is a large and growing market where we deliver meaningful value to consumers and merchants, and I believe the efforts we are undertaking will help to drive higher engagement, increase customer lifetime value, and support long-term growth.
Thanks, Enrique. This concludes the question-and-answer portion of the agenda. As a reminder, stockholder questions addressed during our Q&A session, as well as questions we didn't have a chance to address today, will be posted on PayPal's Investor Relations website and the meeting website. With that, I'll turn it back to Enrique for closing remarks.
Thanks, Brian. I want to close by thanking everybody who participated in today's virtual meeting and those stockholders who submitted questions. I am confident in our ability to put this company on a more durable path to long-term growth and shareholder value creation. We have a strong foundation, and we are now organized to move with greater urgency. We have a well-defined framework, and we will continue to define our strategy and prioritize our plan in line with it. I look forward to sharing more progress as we move ahead. Thanks for joining us today and for your continued support. Operator.
This concludes PayPal's 2026 Annual Stockholders Meeting. A replay of the meeting will be available within 24 hours at the website you logged into today. You will now be disconnected from the meeting. Thank you, and have a good day.