Global Payments Sets 1% Ownership Floor For Shareholder Derivative Suits
The payments company also made Georgia's statewide business court the exclusive forum for internal entity claims.
Global Payments, the payments technology company, amended its bylaws to require a 1 percent ownership stake for any shareholder who wants to start or maintain a derivative suit, an 8-K filed Monday shows. The board approved the change Wednesday, October 28, and it took effect immediately.
One percent to sue on the company's behalf
A derivative proceeding is a suit a shareholder brings on the company's behalf. Under the amended bylaws, a shareholder needs at least 1 percent of the company's issued and outstanding shares to commence or maintain one.
The restated bylaws carry the threshold in a section titled Ownership Threshold for Derivative Proceedings, alongside a separate section on exclusive jurisdiction.
The second change makes the Georgia State-wide Business Court the sole and exclusive forum for internal entity claims. That includes proceedings over a shareholder's court-ordered inspection of corporate records.
Tied to changes in Georgia law
The board said it acted in connection with recent amendments to the Georgia Business Corporation Code. Global Payments is incorporated in Georgia and based in Atlanta.
The company provides payment processing, merchant acceptance and business management software to businesses and financial institutions. In January 2026 it acquired Worldpay and sold its Issuer Solutions business, according to its annual report for the year ended December 31, 2025.
Special-meeting rights stay at 15%
The restated bylaws also let holders of at least 15% of voting power call a special shareholders' meeting, provided they have owned the shares continuously for at least one year.
The filing was dated Monday, November 2. Global Payments is scheduled to report third-quarter results on November 5.
Global Payments reports third-quarter results on Thursday, November 5, with a webcast at 8:00 a.m. ET.
