SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 23, 2018
Commission file number 001-16111
GLOBAL PAYMENTS INC.
(Exact name of registrant as specified in charter)
(State or other jurisdiction of
incorporation or organization)
3550 Lenox Road, Atlanta, Georgia
(Address of principal executive offices)
Registrant’s telephone number, including area code: (770) 829-8000
(Former name, former address and former fiscal year, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.04 Temporary Suspension of Trading Under Registrant’s Employee Benefit Plans.
On October 23, 2018, Global Payments Inc. (the “Company”) received notice as required by Section 101(i)(2)(E) of the Employment Retirement Income Security Act from the plan administrator of the Company’s 401(k) plan (the “Plan”), notifying the Company of a blackout period. The blackout period is required in order to change the record keeper and benefit administration service provider for the Plan. Participants in the Plan will be unable to direct or diversify investments in their accounts, or obtain distributions during the period beginning at 4 p.m. ET on November 27, 2018 and expected to end the week of December 23, 2018 (the “Blackout Period”).
On October 26, 2018, the Company sent a notice required by Rule 104 of Regulation BTR to its directors and executive officers informing them of the Blackout Period and the restrictions on trading in the Company’s equity securities that will apply to them during the Blackout Period, pursuant to Section 306(a) of the Sarbanes-Oxley Act and Rule 104 of Regulation BTR. As described in the notice, the Company’s directors and executive officers will be prohibited from trading in the Company’s common stock during the Blackout Period. A copy of the notice transmitted to the directors and executive officers of the Company is attached hereto as an Exhibit 99.1 and is incorporated by reference herein.
During the Blackout Period and for a period of two years after the ending date thereof, a participant in the Plan, a security holder or other interested person may obtain, without charge, information regarding the Blackout Period, including the actual ending date of the Blackout Period, by contacting David Green, Executive Vice President, General Counsel and Corporate Secretary, at 3500 Lenox Road, Atlanta, GA 30326, or via telephone at 770-829-8256.
Item 9.01 Financial Statements and Exhibits.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
GLOBAL PAYMENTS INC.
October 26, 2018
By: /s/ Cameron M. Bready
Cameron M. Bready
Senior Executive Vice President and Chief Financial Officer
IMPORTANT NOTICE REGARDING
THE GLOBAL PAYMENTS INC. 401(k) PLAN BLACKOUT PERIOD
TRADING RESTRICTIONS IN GLOBAL PAYMENTS INC. COMMON STOCK
DURING THE BLACKOUT PERIOD
To: Global Payments Inc. Directors and Executive Officers who File Reports under Section 16
From: David Green, Executive Vice President, General Counsel and Corporate Secretary
Date: October 26, 2018
The Global Payments Inc. 401(k) Plan (the “401(k) Plan”) will be entering a blackout period due to a change in the record-keeper for the 401(k) Plan from MassMutual to Fidelity Investments. The blackout will begin at 4 p.m. ET on November 27, 2018 and is expected to end the week of December 23, 2018 (the “Blackout Period”). During the Blackout Period, 401(k) Plan participants will not be able to direct or diversify investments in their individual accounts, obtain a loan or receive a distribution (or withdrawal) from the 401(k) Plan.
Your ability to trade in the Company’s common stock is impacted by the 401(k) Plan Blackout Period. Under the Sarbanes-Oxley Act of 2002 and Securities and Exchange Commission (“SEC”) Regulation BTR, directors and executive officers of the Company are
generally prohibited from engaging in transactions involving any equity security of the Company during the time when 401(k) Plan participants are unable to direct or diversify investments in the 401(k) Plan. For this purpose, executive officers are those officers who file reports under Section 16 of the Securities Exchange Act of 1934, as amended.
Specifically, during the Blackout Period, SEC rules prohibit you from, directly or indirectly, purchasing, selling, or otherwise transferring any equity security of the Company that you acquired in connection with your service as a director or executive officer of the Company. These restrictions apply to your holdings both inside and outside of the 401(k) Plan context. Please note that “equity securities” is defined broadly to include Company common stock, stock options, and other derivative securities. Also, prohibited transactions are not limited to those involving your direct ownership, but include any transaction in equity securities in which you have a pecuniary interest (for example, transactions by your immediate family members living in your household). However, there are certain transactions that are exempt from this prohibition, including among other things:
Purchases or sales under a Rule 10b5-1 trading plan (so long as you did not enter into or modify the trading plan during the Blackout Period or at a time when you were aware of the actual or approximate dates of the Blackout Period); and
Bona fide gifts, bequests and transfers pursuant to domestic relations orders.
The rules are complex, and if you engage in a transaction that violates these rules, you may be required to disgorge your profits from the transaction and may be subject to civil and criminal penalties.
You will be notified in the unlikely event that an extension of the Blackout Period is needed. If you have any questions concerning this notice, the Blackout Period or the status thereof, or the transactions affected by the Blackout Period, please contact David Green at 770-829-8256.