Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Chief Executive Officer and Director
On May 1, 2023, Global Payments Inc. (the "Company") announced that Cameron M.
Bready, the Company's existing President and Chief Operating Officer will
succeed Jeffrey S. Sloan as Chief Executive Officer of the Company, with the
title of President and Chief Executive Officer, effective June 1, 2023 (the
"Effective Date"). Mr. Bready will also be elected to the Board of Directors of
the Company as of the Effective Date.
Mr. Bready, aged 51, has served as the Company's President and Chief Operating
Officer since September 2019. Mr. Bready served as the Company's Senior
Executive Vice President and Chief Financial Officer from March 2017 to
September 2019, and as the Company's Executive Vice President and Chief
Financial Officer from June 2014 to February 2017. Mr. Bready previously served
as the Executive Vice President and Chief Financial Officer of ITC Holdings
Corp., a publicly-traded independent electric transmission company ("ITC") from
February 2012 to June 2014, as Executive Vice President, Treasurer and Chief
Financial Officer of ITC from January 2011 to February 2012, and as Senior Vice
President, Treasurer and Chief Financial Officer of ITC from April 2009 to
January 2011.
In connection with his appointment, the Company and Mr. Bready have entered into
an amended and restated employment agreement, dated May 1, 2023, attached hereto
as Exhibit 10.1 and incorporated herein by reference. The terms of the amended
and restated employment agreement are substantially the same as the current
Chief Executive Officer's employment agreement with the Company, as described
under the caption "Compensation of Named Executed Officers-Employment Agreements
with Our Named Executive Officers" in the Company's Definitive Proxy Statement
for the 2023 Annual Meeting of Shareholders, as filed with the Securities and
Exchange Commission on March 16, 2023. Mr. Bready's salary under his amended and
restated employment agreement will be $1,000,000 per year and his target annual
bonus opportunity will be not less than 200% of his then-current base salary.
The foregoing description of the amended and restated employment agreement is
qualified in its entirety by reference to the full text of the agreement, as
attached hereto as Exhibit 10.1.
There are no family relationships between Mr. Bready and any Company director or
executive officer, and no arrangements or understandings between Mr. Bready and
any other person pursuant to which he was selected as an officer. Mr. Bready is
not a party to any current or proposed transaction with the Company for which
disclosure is required under Item 404(a) of Regulation S-K.
Departure of Chief Executive Officer
On May 1, 2023, the Company announced that it had entered into a letter
agreement with Mr. Sloan dated May 1, 2023 and attached hereto as Exhibit 10.2
pursuant to which the parties acknowledged that Mr. Sloan will be leaving the
Company and the Board effective June 1, 2023 as part of the Board's
implementation of the Company's management succession plan. The letter agreement
provides that Mr. Sloan is resigning with good reason from his position as Chief
Executive Officer (as that term is defined under his existing employment
agreement filed as Exhibit 10.20 to the Company's Form 10-K for the year ended
December 31, 2022). Mr. Sloan will aid in the transition of his roles to
Mr. Bready over the coming weeks.
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Mr. Sloan will receive the payments and benefits to which he is entitled under
his employment agreement, as described under the caption "Compensation of Named
Executed Officers-Employment Agreements with Our Named Executive Officers" in
the Company's Definitive Proxy Statement for the 2023 Annual Meeting of
Shareholders, as filed with the Securities and Exchange Commission on March 16,
2023. Mr. Sloan and the Company have also entered into the letter agreement
referenced above, which memorializes the foregoing and pursuant to which
Mr. Sloan will also execute a customary release of claims in favor of the
Company on the Effective Date.
The foregoing description of the letter agreement is qualified in its entirety
by reference to the full text of the letter agreement, as attached hereto as
Exhibit 10.2.
Item 7.01 Regulation FD Disclosure
On May 1, 2023, the Company issued a press release announcing the management
leadership transition, including naming Mr. Bready as President and Chief
Executive Officer, effective June 1, 2023, and Mr. Sloan resigning as Chief
Executive Officer and from the Board on the same date. A copy of the press
release is attached hereto as Exhibit 99.1 and is incorporated herein by
reference.
The information furnished pursuant to Item 7.01 of this Current Report on 8-K
and in Exhibit 99.1 shall not be deemed to be "filed" for the purposes of
Section 18 of the Exchange Act, is not subject to the liabilities of that
section and is not deemed incorporated by reference into any filing of the
Company under the Securities Act of 1933, as amended, or the Exchange Act,
except as otherwise expressly stated in such filing.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits:
The following exhibits are attached with this Current Report on Form 8-K:
Exhibit No. Exhibit Description
10.1 Amended and Restated Employment Agreement, dated May 1, 2023,
between the Company and Cameron M. Bready
10.2 Letter Agreement, dated May 1, 2023, between the Company and
Jeffrey S. Sloan
99.1 Press Release of Global Payments Inc.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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