Good morning, welcome to PayPal's 2023 Annual Stockholders Meeting. I would like to introduce you to Mr. John Donahoe, Board Chair of PayPal Holdings. Mr. Donahoe, you may begin.
Thank you. Good morning, and welcome to the 2023 Annual Shareholders Meeting. I'm John Donahoe, Board Chair. I'd like to introduce the other board members who are participating in today's meeting. Dan Schulman, who also serves as our President and Chief Executive Officer, Rodney Adkins, Jonathan Christodoro, David Dorman, Belinda Johnson, Enrique Lores, Gail McGovern, Debbie Messemer, David Moffett, Ann Sarnoff, and Frank Yeary. In addition to Dan Schulman, other members of PayPal's leadership team participating in today's call are Gabrielle Rabinovitch, Acting Chief Financial Officer, and Brian Yamasaki, Vice President, Corporate Secretary. Other members of PayPal's senior leadership team are also present during today's meeting. A representative from PwC, our independent auditor, will be available to answer appropriate questions during the question-and-answer section of the meeting. I'd now like to call the 2023 Annual Shareholders Meeting to order.
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 of this meeting. Brian, over to you.
Thanks, John. We're pleased to note that 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. Our virtual meeting format enables stockholders from around the world to attend and participate in our annual meeting, protects the health and safety of attendees, and reduces our environmental impact. We have also adopted a series of safeguards intended to provide all stockholders the same rights and opportunities to participate in this virtual meeting as they would have at an in-person meeting. As described in our proxy statement, we have established clear processes around submitting and responding to stockholder questions, and members of executive management and the board will be available for questions today.
Following this meeting, we will consider feedback from our stockholders on the meeting format and continue to work to improve the meeting experience going forward. 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 attending to the formal business of the meeting. After the formal meeting is adjourned, Dan Schulman, our president and CEO, will provide a brief business presentation. 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: stockholdercustomerquestions@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 following the meeting. Finally, please be advised that stockholder proposal number seven, requesting a report on certain account suspensions and closures, will not be presented or voted upon during this meeting. As previously disclosed, on 10th April , 2023, after PayPal had commenced printing the proxy statement for distribution, the Securities and Exchange Commission issued its determination that PayPal may exclude proposal seven from its proxy statement. Accordingly, no votes cast on proposal seven will be tabulated or reported. This meeting is held pursuant to the notice of annual meeting that we began mailing on 13th April 2023 to all stockholders of record as of the close of business on 30th March 2023.
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. I would like to introduce Kathy Weeden, our Inspector of Elections, who is with us today to certify the voting. The Inspector of Election has confirmed that proxies have been received from over 76% of the nearly 1,123 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 8 items to be voted on at today's meeting, four management proposals and four stockholder proposals. The first item is the election of 12 director nominees to the Board of Directors, each to hold office until the 2024 annual meeting of stockholders and until their successors are duly elected and qualified. The nominees for election to the Board of Directors are Rodney Atkins, Jonathan Christodoro, John Donahoe, David Dorman, Belinda Johnson, Enrique Lores, Gail McGovern, Deborah M. Messemer, David Moffett, Ann Sarnoff, Dan Schulman, 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 amendment and restatement of PayPal's 2015 Equity Incentive Award Plan to increase the number of shares of PayPal common stock reserved for issuance under the equity plan by an additional 34.6 million shares.
The fourth item is the ratification of the appointment of PricewaterhouseCoopers, LLP as our independent auditor for fiscal year 2023. The next four items are stockholder proposals. These are set forth in our proxy statement, along with the proponents' supporting statement and our opposition statement. A representative for each proponent will have 5 minutes to present their stockholder proposal. Please note that two of the proponents have chosen to record the presentation of their proposal. The fifth item is the consideration of the stockholder proposal submitted by Harrington Investments regarding provision of services in conflict zones. Mr. Sam Bahour will be presenting this proposal as Harrington Investment's representative. Operator, please play the recording introducing the proposal.
I speak to you from Ramallah, Palestine, a few miles north of Jerusalem. By way of introduction, my name is Sam Bahour, and I originally hail from Youngstown, Ohio. I'm involved in economic development in Palestine. Our partners in this endeavor are many, including the U.S. government, the U.K., the E.U., and all the Gulf states, just to name a few. Mr. Schulman, you may recall that I wrote you on December 7th, 2015, along with a colleague of mine, retired Chicago-based businessman Edward Thompson. When we did not hear back from you, another letter was sent to your office. This one on 23rd August , 2016, and it was signed by 43 Palestinian companies.
Our last letter was very direct, where we stated, quote, "We are writing to urge you to extend PayPal services to Palestinians living in the West Bank and Gaza, thereby removing a major limitation on the Palestinian technology sector, one of the only bright spots in the overall economy." Unquote. We were happy to get a reply to this second letter on 12th September , 2016, informing us that you directed Mr. Richard Nash, PayPal's Head of Global Government Relations based in Washington, D.C., to follow up on our request for a meeting. Mr. Nash's reply letter noted, quote, "The work of many of the signatories to your letter in creating, supporting, and developing a vibrant tech sector in the West Bank and Gaza is impressive and clearly starting to bear fruit already." Unquote.
We seriously appreciated that sentiment, and we're looking forward to PayPal's deliberations reaching a positive decision to enter Palestine to assist us in developing our economy. A team from our side subsequently met with Mr. Nash and Mr. Usman Ahmed, PayPal's Head of Global Public Policy, on October 5, 2016. That was seven years ago. Ever since that meeting, I can never offer a satisfactory answer to those who ask why PayPal refuses to follow the lead of technology giants like Apple Pay, Stripe, Google, Cisco, HP, Oracle, and many others, 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. The U.S. Department of the Treasury is also active in Palestine and has praised the level of Palestinian banking compliance. Yet PayPal is not here.
My colleagues have told me this resolution will not pass without a positive board recommendation. They may be right. However, I also know from my own experience of being a longtime board member of one of the largest banks in Palestine and chairing the Risk and Compliance Committee that dynamic boards such as PayPal's understand that their judgment may not be fully accurate on issues that are unknown or sensitive. Kindly note three points that I hope you will consider when you vote on this resolution. 1, this is not a political issue. The political determination about Palestine was decided over a decade ago by the UN, and the state of Palestine is today officially listed in the list of countries. Accordingly, Palestine was designated a top-level domain, dot PS, and an independent country code 970 over two decades ago.
two, it is unusual for a country's private sector to be so persistent in requesting a firm to offer its services. We know PayPal is not just another company. When I recently read an article in The Value Investor titled PayPal: Time to Pay Up?, their analysis warned, "Continued innovation by peers showing stronger volume growth raises the question of how strong the competitive position of PayPal is." The Palestinian private sector is offering its hand to help address all these concerns. three, we, as private sector stakeholders in Palestine, are not alone in encouraging PayPal to positively move forward on this issue. You may have taken note that a congressional letter was issued today asking you to vote yes on the resolution under consideration. I urge you to vote yes on this resolution. Thank you.
Thank you, Mr. Bahour. The board of directors recommends a vote against this stockholder proposal for the reasons set forth in our opposition statement provided in our proxy statement. The sixth item is the consideration of the stockholder proposal submitted by Tara Health Foundation regarding reproductive rights and data privacy. Dr. Ruth Shaber will be presenting the proposal as Tara Health Foundation's representative. Operator, please play the recording introducing the proposal.
Good morning, Mr. Chairman, board of directors, and fellow shareholders. My name is Dr. Ruth Shaber. I am founder and president of Tara Health Foundation, which is dedicated to improving the health and well-being of women and girls. In addition to my practice in obstetrics and gynecology, I served in a senior role at Kaiser Permanente for many years. Since the Supreme Court's decision overturning Roe v. Wade last year, about half of the states have banned abortion under most circumstances. To enforce these laws, states are expected to rely on co-consumer digital data. PayPal products and services generate incredibly sensitive digital data from customers. This includes details about users' shopping activity, purchase history, information about the products they buy, geolocation data, and predictive data about their shopping behaviors. This data would be extremely valuable to prosecutors seeking to enforce laws criminalizing abortion.
I ask you to consider how things could go wrong. Last year, Meta provided a Nebraska police department with private Facebook messages between a mother and daughter. Based on these messages, both were then charged with felonies related to the alleged illegal termination of the daughter's pregnancy. This is just one example. PayPal must do everything it can to protect the privacy of consumers in this new legal environment. Trust is essential to this business, we don't know what, if any, measures PayPal would take to protect the privacy of its users abortion-related data. As investors, we don't want to see PayPal implicated in betrayals of consumers' privacy. Our proposal asks PayPal to publish a report detailing any known and potential risks and costs to the company of fulfilling law enforcement data requests that could be used in abortion-related prosecutions.
We also ask the company to articulate strategies that might minimize such risks. We believe this report is good business practice and cost-effective. PayPal shareholders deserve to understand the company's exposure to reputational, legal, regulatory, and financial re-risk as a result of its data handling practices. Failure to do so could erode shareholder value by diminishing the company's reputation, consumer loyalty, brand, and values. I urge my fellow shareholders to vote yes on proposal number 6. Thank you for your attention.
Thank you, Dr. Shaber. The board of directors recommends a vote against this stockholder proposal for the reasons set forth in our opposition statement provided in our proxy statement. The seventh item is the consideration of the stockholder proposal submitted by the National Center for Public Policy Research regarding the issuance of a report on ensuring respect for civil liberties, if properly presented at this meeting. Mr. Scott Shepherd will be presenting the proposal as NCPPR's representative. Operator, please open the line for Mr. Shepherd.
Mr. Shepherd, your line is now open.
Thank you. Our proposal calls on PayPal to issue a report considering whether discrimination, including discrimination on the basis of religious belief or political viewpoint, occurs at the company and whether such discrimination has a negative effect on stakeholders. As the statement on debanking and free speech cited in our proposal reveals, PayPal disabled the account of a group called the Free Speech Union without warning or explanation, reinstating it only after facing significant public backlash. It announced that it would start fining users up to $2,500 for engaging in prohibited activities, including whatever PayPal deems as the promotion of hate or other forms of intolerance that is discriminatory. Is support of free speech the sort of thing that PayPal considers the promotion of hate and intolerance? It sure seems so, given the debanking of the Free Speech Union.
Is that why the company is, has failed to explain that move? What about when you locked up the Moms for Liberty account and froze its assets until legislative action was threatened? What about when you shut down The Daily Sceptic account? How about Gays Against Groomers? What about when you shut down independent journalism sites Consortium News and MintPress News?
This sure looks like PayPal is discriminating against groups that dare to stray from the hard line partisan, the hard left partisan line, as by supporting free speech, seeking to protect children from teachers and school administrators eager to confuse them about sex and sexuality at innocent ages, protecting the abilities of born girls and women to compete in their own sports, questioning the efficacy of vaccines and masks that turned out not to work as promised, questioning climate catastrophist claims that turn out to be false and that certainly are not beyond analysis and contradiction, and otherwise to participate in speech that offends the sensibilities of the far left, but that is directly at the heart of American public discourse and opinion, not at any fringes.
In your opposition to our proposal, you talk about stopping crime and ensuring the safety of your customers, but it appears that you define safety as not having to face any disagreement and your customers as the hard left minority in this country and throughout the world. Narrowing your definitions and your potential customer base like that on plainly political grounds is a profound violation of your fiduciary duty. You must act in the objective best interest of a reasonable neutral shareholder. You have failed in that task again and again, and then you've lied about it again and again, as by pretending in your opposing statement the purely partisan decision-making by PayPal is anything other than viewpoint discrimination. PayPal's duty breaching commitment to a highly partisan political agenda, when obvious from space and very likely obvious to the courts, must end.
Given its deeply biased corporate positions, the least the company owes to stakeholders with different viewpoints is to provide enforceable legal protections to stop it from discriminating against them. One way it could move in this direction is to add viewpoint non-discrimination to its equal employment protection policy and to provide enforceable and neutral guidelines for what constitutes hate or other offensive activity, one that does not attempt to deny capital on the basis of political disagreement. Another would be to participate in the Viewpoint Diversity Score Business Index. Filling out the index survey would provide PayPal an opportunity to think through all of the ways in which its internal policies against hate or intolerance boil down to nothing more than viewpoint discrimination.
To ensure that PayPal takes these lessons to heart, it must tout its score on the Viewpoint Diversity Index with the same excitement that it touts scores on explicitly partisan surveys, like the Human Rights Campaign's Corporate Equality Index. Getting a perfect score on that index, as PayPal does, requires the company to take public stands in favor of HRC's hard left political positions. Instead, PayPal has refused even to fill out the Viewpoint Diversity survey, just as it has refused to address any of its many demonstrations of viewpoint discrimination in recent years. It would seem to me that discriminating against people because they disagree with you is the height of intolerance, of the sort that the company pretends to oppose, and that under PayPal's own rules, it should thus forbid any commercial exchange with itself.
It should just shut down. Discriminating against differing viewpoints and then claiming that any such discrimination is really intolerance and hate, or that any such disagreement is really intolerance and hate is itself intolerance and hate. It violates our executives' fiduciary duties. It is wrong. Help them to correct their errors by voting for this proposal. Thank you.
Thank you, Mr. Shepherd. The board of directors recommends a vote against this stockholder proposal for the reasons set forth in our opposition statement provided in our proxy statement. The eighth item is the consideration of the stockholder proposal submitted by Mr. John Chevedden regarding the adoption of a majority vote standard for director elections, if properly presented at this meeting. Mr. John Chevedden will be presenting the proposal. Operator, please open the line for Mr. Chevedden.
Hello, this is John Chevedden. Proposal nine, adopt majority vote standard for director elections. Shares request that the board of directors initiate the appropriate process to amend the company's articles of incorporation and/or bylaws to provide that director nominees be elected by the affirmative vote of the majority of votes cast at an annual meeting of shareholders with plurality vote standard retained for contested director elections. That is when the number of director nominees exceeds the number of board seats. The key innovation of this proposal is to require a director who does not receive a majority vote to serve for a maximum of 180 days after failure to receive a majority vote. This is a critical innovation because dozens of companies with a so-called director resignation policy after a failed vote have then simply rejected a failed director's resignation.
Thus, a failed director vote allows a director to remain on the board the same as if the director had won a majority vote. In response to this proposal, the PayPal board of directors made a hollow claim that it adopted this proposal because it simply has the same policy that allow dozens of directors at other companies with failed votes to remain as a director. The board of directors' claim of having implemented this proposal can be taken with a grain of salt. The board submitted this same claim to the Securities and Exchange Commission, and the Securities and Exchange Commission rejected the board's hollow claim. Please vote for this proposal to make sure that a director with a failed vote gets booted from the board. Adopt an improved majority vote standard for director elections, proposal nine.
Thank you, Mr. Chevedden. The board of directors recommends a vote against this stockholder proposal for the reasons set forth in our opposition statement provided in our proxy statement. That concludes the presentation of the 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 have 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 12 director nominees has been duly elected. Proposal two, the compensation of our named executive officers has been approved by advisory vote. Proposal three, the amendment and restatement of our 2015 Equity Incentive Award Plan has been approved.
Proposal four, the appointment of PricewaterhouseCoopers LLP as our independent auditor for 2023 has been ratified. Second, none of the four stockholder proposals were approved. All votes are subject to final count certified by the Inspector of Elections. We'll report the final vote results on a Form 8-K to be filed with the SEC within four business days from today's meeting. There being no further business to come before the meeting, the 2023 annual meeting of stockholders of PayPal Holdings is now adjourned. Our President and CEO, Dan Schulman, will now provide a brief presentation, followed by a question and answer session.
As a reminder, today's presentation 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 subsequent quarterly reports on Form 10-Q. We assume no obligation to update any forward-looking statements. With that, let me turn the meeting over to Dan.
Thanks, Brian. Good morning, everyone. This year's annual meeting comes on the heels of a transformative year for PayPal. Amidst a difficult global macroeconomic environment, we met every challenge and opportunity head-on. We took critical steps to sharpen our focus, right-size our cost structure, and streamline our operating model. Since we honed our strategic priorities last year, we have consistently executed and delivered against our roadmap, and this work is beginning to bear fruit. In 2022, despite slowing e-commerce growth, we grew our revenue 10% on a currency neutral basis to $27.5 billion, and we processed more than $1.35 trillion of volume on our platform, growing 13% on an FXn basis. We returned more than $4 billion to shareholders through share repurchases, representing more than 80% of our free cash flow.
In the fourth quarter of 2022, we returned to operating margin expansion and positive earnings growth. These financial and operating results are a direct outcome of our intense focus and cost discipline throughout last year. The cost structure we have achieved is enabling us to fully invest in our high conviction growth initiatives. I'm pleased with the progress we made last year towards modernizing the checkout experience with innovations like our native software develop kit, which allows merchants to easily offer seamless in-app checkout experiences and pass keys on iOS and Android to reduce friction at checkout by replacing passwords. As we continue to grow our Pay Later offerings globally and expand Venmo to merchants like Amazon, McDonald's and Starbucks, we are giving consumers more and more reasons to choose PayPal every day.
As we look ahead, we are focused on what we can control as we navigate a global environment that continues to be complex and difficult to predict. We have clearly demonstrated the strength, scale, and diversification of our two-sided platform, and we continue to see significant opportunities for growth as the world increasingly moves to digital payments. There is an extraordinary amount of work underway across the company to execute against the strategic priorities that we have identified, and I want to reiterate our key focus areas for the year ahead. Our first and most important priority is to continually improve the branded checkout experience. This is at the core of what we do. Next, we are continuing the work we undertook last year to redesign our digital wallets and improve our current offerings to provide even more value for our customers.
Products like Pay Later and Rewards are helping drive higher engagement with our platform. We are doubling down on our unbranded suite of services, including Braintree and our newest platform for small businesses and channel partners, PayPal Complete Payments. We are making good progress on each of these interrelated goals. I am confident that we are on the right path to deliver long-term sustainable growth for our shareholders. I also want to give an update given my recent retirement announcement. The search for my successor is well underway. The board is working expeditiously with a leading search firm to assess candidates. I know you can appreciate that important decisions like this do take time. It's essential that the board take a deliberate and comprehensive approach, which is exactly what is occurring.
I believe that PayPal is on the right track to emerge from this economic cycle as the clear market leader in payments, and now is the right time to hand over the reins to the company's next leader. It has been immensely rewarding to work with such passionate, engaged, and talented colleagues over the past nine years, and I cannot be more grateful for the opportunity to lead this iconic company. I look forward to continuing to serve on the board following the transition. I'm proud of the progress we've made over the past year to position PayPal to capitalize on the long-term secular tailwinds benefiting our business. The overall macroeconomic environment remains dynamic, with many external factors that have the potential to impact e-commerce growth and discretionary spending.
However, we have seen positive e-commerce trends throughout the beginning of the year, and I am hopeful that the tide is beginning to turn. Despite the challenges of the current economy and the evolving needs of our customers, I know the PayPal team always rises to a challenge, and I have full confidence that we are well-positioned to drive profitable growth in the years ahead. With that, let me turn the call over to Gabrielle for the Q&A portion of today's meeting.
Thank you, Dan. Our first question for today is: why has PayPal's stock price declined? What are you doing to increase the price?
First of all, thanks for that question. As I just mentioned in my update on the business, the global macroeconomic environment continues to be complex and difficult to predict. At our recent Q1 earnings, we reported that we beat our guidance across both revenue and EPS for the quarter. As a result, we raised our full year 2023 EPS guidance. We are in a strong financial position, and we are driving steady progress against our strategic priorities. Our board and our management team are focused on delivering on our commitments and creating long-term value for our stockholders. Our top priority is to execute against our strategic initiatives to enhance the value proposition for both consumers and merchants on our platform.
We are focused on growing our core business, improving our merchant and consumer value proposition, enhancing our platform, expanding into key international markets, and developing new innovative products and solutions. We have strong conviction in the growth potential of our business and our ability to sustainably create value for our shareholders.
Thanks, Dan. The next question is: why does PayPal continue to prioritize ESG and Diversity, Inclusion, Equity and Belonging, or DI&B, within the company?
Yeah, thanks for that question. We believe that operating with a strong sense of purpose helps drive long-term sustainable growth by inspiring our employees and creating value for our shareholders, customers, and other stakeholders. We believe that effective management of ESG risks and opportunities plays a role in furthering the long-term interests of our stockholders and other stakeholders. PayPal has always been driven by its mission, its vision, and its values. Our mission to build a more financially inclusive and interconnected world is the foundation of our values-led culture, which is grounded in inclusion, innovation, collaboration, and wellness across our business, workforce, and communities. Prioritizing diversity enables us to build products and create experiences for all of our customers, driving financial inclusion across everything we do. Our global impact report provides additional information on our ESG and DI&B strategies and priorities.
Thanks, Dan. The final question we will answer today is: will PayPal consider paying dividends on its stock?
We remain very focused on investing in growth, which we believe is critical for long-term value creation. Our number 1 priority right now is to invest and innovate to improve our value proposition across both our consumers and merchants. As we noted last quarter, we've taken a more aggressive approach to our capital return program over the last several quarters. We continue to believe that share repurchases, in addition to investing in the business, remain an excellent use of capital for our shareholders. In 2022, we returned $4.2 billion to shareholders through share repurchases, representing more than 80% of the free cash flow we generated. We continue to evaluate our capital allocation plans and priorities on a regular basis, at this time, we do not have plans to introduce a dividend, but it may be something we consider in the future.
Thanks, Dan. This concludes the question and answer portion of the meeting. As a reminder, stockholder questions addressed during our Q&A session, as well as questions that are not answered, will be posted on PayPal's Investor Relations website and the meeting website. I will turn the meeting back to Dan for closing remarks.
Thanks, Gabrielle. I wanted to close by thanking everybody who participated in today's virtual meeting and those stockholders who submitted questions. Thanks for joining us and for your continued support. Operator?
This concludes PayPal's 2023 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 great day.