PayPal Holdings, Inc.
Shareholder Proposals
Item 5
Adopt a company policy to ensure people in conflict zones are not excluded from PayPal’s financial services or, alternatively, disclose an evaluation of the economic and reputational impacts of any exclusion policy.
The proposal requests that the Board adopt a formal policy to prevent discriminatory exclusion of people in conflict zones (explicitly citing Palestine) from PayPal’s payment services, or alternatively provide an assessment of the economic impact of exclusionary practices on affected populations and on PayPal’s finances, operations and reputation. The supporting statement references reported cases where residents with Palestinian bank accounts reportedly could not use PayPal while other payment providers operate, and asserts this constrains merchant and SME opportunity and conflicts with PayPal’s stated mission and human rights-related commitments. The request is aimed at clarifying company policy and impacts, and could include operational and compliance steps PayPal would take to provide services consistent with applicable sanctions and regulatory regimes. Notable details include requests for an evaluation if the company declines to adopt such a policy and citation to existing public statements by regulators and competitors.
Item 6
Amend governing documents to allow holders of 10% of outstanding shares to call an online special shareholder meeting to improve shareholder rights and facilitate an alternative to written-consent mechanisms.
This proposal requests that the Board amend the company’s governing documents so that holders of 10% of outstanding common stock may call a special shareholders’ meeting, with a preference for an easy-to-convene online meeting and without onerous ownership-duration or record-holder requirements. The proponent frames the proposal as a remedial measure to provide shareholders a “Plan B” when management is unresponsive and notes that many large companies either allow written consent or provide a 10% threshold for special meetings. The submission cites prior stockholder support for a similar proposal at PayPal’s 2025 meeting and emphasizes perceived shareholder value concerns, arguing that a lower threshold could incentivize management responsiveness and strategic improvement. The request is focused on governance and stockholder rights rather than operational or disclosure changes.