GLOBAL PAYMENTS INC

The proposal requests that the board amend Company practice to permit shareholders to act by written consent so long as the consenting shareholders hold the minimum number of votes that would be required to authorize the same action at a meeting where all shareholders entitled to vote were present. The proponent argues written-consent ability is needed because calling special meetings is onerous (the bylaws require 15% ownership for a special meeting and apply restrictions that the proponent says exclude many likely activists). The supporting statement cites recent strategic actions, stock underperformance, and perceived execution risks around the Worldpay acquisition and divestiture as reasons shareholders may need a more direct mechanism to initiate corporate actions. The proposal would allow shareholders to both initiate and act on matters by written consent (without ownership-duration discrimination).