Global Payments Inc. filed a Form 8-K on November 3, 2026, disclosing that its Board of Directors approved amendments to the company's Twelfth Amended and Restated Bylaws, effective October 28, 2026, in connection with recent amendments to the Georgia Business Corporation Code.

Key Highlights

  • Effective date: The bylaws amendments took effect immediately on October 28, 2026, as approved by the Board of Directors.
  • Exclusive forum: The Georgia State-wide Business Court is designated as the sole and exclusive forum for internal entity claims, including proceedings related to court-ordered inspection of corporate records by a shareholder.
  • Derivative proceeding threshold: A minimum ownership threshold of 1 percent is established for shareholders to commence or maintain a derivative proceeding on behalf of the company.
  • Governing document: The filing amends the Twelfth Amended and Restated Bylaws; the full restated text is filed as Exhibit 3.1.
  • Signed by: The report was signed by Dara Steele-Belkin, Chief Legal Officer, dated November 2, 2026.

Global Payments Board Revises Bylaws Under Georgia Law Changes

According to the filing, the Board of Directors of Global Payments Inc. (NYSE:GPN) approved amendments to the company's Twelfth Amended and Restated Bylaws on October 28, 2026, citing recent amendments to the Georgia Business Corporation Code as the basis for the changes. The amendments became effective immediately upon approval.

The filing discloses two substantive changes to the Bylaws. First, the Georgia State-wide Business Court is designated as "the sole and exclusive forum for internal entity claims," which the filing states includes, but is not limited to, "proceedings related to the court-ordered inspection of corporate records by a shareholder." Second, the amendments "establish a minimum ownership threshold of 1 percent for shareholders to commence or maintain a derivative proceeding on behalf of the Company," according to the filing.

The filing notes that the summary of the amendments "does not purport to be complete and is qualified in its entirety by the text of the Bylaws, as amended and restated," a copy of which is attached as Exhibit 3.1 to the Current Report. The 8-K was signed by Dara Steele-Belkin, Chief Legal Officer, on November 2, 2026.

What Was Disclosed

Global Payments Inc. disclosed Board-approved amendments to its Twelfth Amended and Restated Bylaws, effective October 28, 2026, establishing an exclusive forum for internal entity claims and a 1 percent ownership minimum for derivative proceedings.