Dear Colleagues, Customers, Partners and Shareholders:

The board of directors and officers of Global Payments Inc. invite you to attend our 2023 Annual Meeting of Shareholders. The meeting will be held on Thursday, April 27, 2023, at 9:00 a.m. Eastern Daylight Time in the TSYS Riverfront Campus Auditorium, One TSYS Way, Columbus, GA. At the annual meeting, shareholders will be asked to vote on five proposals set forth in the Notice of 2023 Annual Meeting of Shareholders and the proxy statement following this letter.

On behalf of the board and management, we thank you for your support of the company and for your continued investment in Global Payments. In that spirit, we thought it appropriate to share with you several of the most important areas in which the board focused its attention in 2022.

Financial and Operating Performance.

We delivered strong results in 2022 in what was an unprecedented year by nearly any measure - with heightened worldwide macroeconomic uncertainties caused by persistent inflation, dramatically rising interest rates, foreign exchange volatility, a war in Europe and lingering impacts from the pandemic. We enabled a record 64 billion transactions, culminating in a successful holiday season with multiple all time high peak days. We delivered a record performance in 2022.

Progress on Strategy.

At our Investor Conference in 2021, we outlined our four-pillared strategy and focus on a simpler model more geared toward our corporate customers with enhanced growth and margin prospects; we detailed our capital allocation priorities that balance building the leading technology-enabled, software-driven payments business worldwide with efficient return of capital; and we highlighted our commitment to advancing our strategic partnerships with leading global technology companies, investors and share gaining financial institutions to further expand our competitive moat.

We made great progress on our strategy in 2022. We anticipate closing the acquisition of EVO Payments (EVO) no later than the end of the first quarter of 2023. With EVO, we reinforce our position as the preeminent payments technology company with extensive scale and unmatched global reach. EVO enhances our target addressable markets, increases our leadership in integrated payments, expands our presence in new (and provides further scale in existing) geographies, and augments our B2B software and payments solutions. We look forward to welcoming EVO’s valued team members to the Global Payments family.

We also remain on track to close the divestiture of Netspend’s consumer business by the end of the first quarter 2023. We also entered into a definitive agreement to sell our Gaming Solutions business to Parthenon Capital Partners, which is consistent with our efforts to refine our portfolio to focus on our core corporate customers and away from consumer centric businesses. We also expect that sale to close by the end of the first quarter of 2023. These three transactions further our strategic objectives, simplify our businesses and provide us with enhanced confidence in our growth and margin targets.

Board of Directors.

In October 2022, Joseph H. Osnoss joined our board as an independent director. Mr. Osnoss is a Managing Partner of Silver Lake, a global technology investment firm, has decades of experience investing in technology companies, and brings highly relevant insights to the company. With his appointment, we have added six new director nominees in the last three and a half years.

Finally, on behalf of the board, we want to express our sincere appreciation to our Lead Independent Director, Kriss Cloninger III, who is departing our board at this year’s annual meeting after 15 years of combined service at Global Payments and TSYS. Kriss has made many significant contributions during his tenure, including his time as Lead Independent Director. Connie McDaniel is honored to have been elected by the board to succeed Kriss as Lead Independent Director.

Your vote is important to us, and we encourage you to read the proxy statement carefully and vote your shares per the instructions included herein. We are proud of our progress and achievements in 2022 and are encouraged by the opportunities 2023 presents.

We look forward to seeing you on April 27.

NOTICE OF 2023 ANNUAL MEETING OF SHAREHOLDERS

Items of Business

The shareholders may also transact any other business that may properly come before the annual meeting or any adjournments or postponements thereof.

Vote Right Away

On March 16, 2023, we first mailed a notice of electronic availability of proxy materials to our shareholders. Only shareholders of record at the close of business on March 3, 2023 are entitled to receive notice of, and to vote at, the annual meeting or any adjournment or postponement thereof.

Submitting your proxy does not affect your right to vote at the annual meeting if you attend the meeting. Therefore, we urge you to submit your proxy as soon as possible, regardless of whether or not you expect to attend the annual meeting. You may revoke your proxy at any time before its exercise by (i) delivering written notice of revocation to our Corporate Secretary, David L. Green, at 3550 Lenox Road, Suite 3000, Atlanta, Georgia 30326, (ii) submitting to us a duly executed proxy card bearing a later date, (iii) voting via the internet or by telephone at a later date, or (iv) appearing at the annual meeting and voting; provided, however, that no such revocation under clause (i) or (ii) shall be effective until written notice of revocation or a later dated proxy card is received by the Corporate Secretary at or before the annual meeting, and no such revocation under clause (iii) shall be effective unless received on or before 11:59 p.m., Eastern Daylight Time, on April 26, 2023.

When you submit your proxy, you authorize Jeffrey S. Sloan and David L. Green, or either one of them, each with full power of substitution, to vote your shares at the annual meeting in accordance with your instructions or, if no instructions are given, for the proposals included herein in accordance with the recommendations by our board. The proxies, in their discretion, are further authorized to vote on any adjournments or postponements of the annual meeting, for the election of one or more persons to the board of directors if any of the nominees becomes unable to serve or for good cause will not serve, on matters which the board does not know a reasonable time before making the proxy solicitations will be presented at the annual meeting, or any other matters which may properly come before the annual meeting and any postponements or adjournments thereto.

By Order of the Board of Directors,

David L. Green

Senior Executive Vice President, General Counsel and Corporate Secretary

Table of Contents

Proxy Statement Summary

We provide below highlights of certain information in this proxy statement. As it is only a summary, please refer to the complete proxy statement and the 2022 Annual Report before you vote. Information on the composition of our board of directors is presented based on data as of the 2023 annual shareholder meeting.

2023 Annual Meeting of Shareholders

Proposals and Voting Recommendations

Proposal		Board Vote     Recommendation		Page         Number
1 – Election of Eleven Directors		FOR each nominee				23
2 – Advisory Vote on Compensation of Our Named Executive Officers (NEOs) (“say-on-pay” vote)		FOR				55
3 – Frequency on Say-on-Pay Vote		1 YEAR				93
4 – Ratification of the Reappointment of Our Independent Registered Public Accounting Firm		FOR				94
5 – Shareholder Proposal, if properly presented		AGAINST				97

GLOBAL PAYMENTS INC. | 2023 Proxy Statement  – 1

Business Goals

Our vision, culture and values all align and provide the critical foundation needed to achieve our business goals:

General Information about the Company

Approximately 25,000 employees worldwide

Over 64 billion transactions

$8.98 billion in revenue in 2022

Over $3 billion in capital returned to shareholders in 2022

For a detailed discussion of our financial results for 2022, see our Annual Report on Form 10-K for the year ended December 31, 2022.

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Proxy Summary — Performance Highlights

We have demonstrated sustained market outperformance over the past 10 years and long-term investors have experienced significant shareholder value growth. A $100 investment in our Company on October 1, 2013 (when our current Chief Executive Officer was appointed), would have been worth $455 on 1/31/2023.

The graph compares the (i) total shareholder return (TSR) of the S&P 500 index and the S&P 500 Information Technology index, (ii) the TSR of our Company; and (iii) the composite average TSR of our peer group from October 1, 2013 through January 31, 2023.

GLOBAL PAYMENTS INC. | 2023 Proxy Statement  – 3

Proxy Summary — Board and Corporate Governance Highlights

2023 Director Nominees Overview

Upon the recommendation of the Governance and Nominating Committee, the board has nominated 11 directors for election at the annual meeting, each to hold office until our next annual meeting of shareholders and until his or her successor is duly elected and qualified or upon his or her earlier death, resignation or removal. Mr. Cloninger is not being re-nominated for election due to the mandatory age limit under our corporate governance guidelines. All of the nominees are currently serving as directors of the Company.

Name

Tenure

Principal Occupation

Non- Employee

Audit Committee

Compensation Committee

Governance and Nominating Committee

Technology   Committee

M. Troy Woods

3.5 Years

Chairman of the Board

Yes

Jeffrey S. Sloan

9 Years

Chief Executive Officer, Global Payments Inc.

No

Connie D. McDaniel Incoming Lead Independent Director

3.5 Years

Director, Virtus Mutual Fund Family

Yes

F. Thaddeus Arroyo

3.5 Years

Chief Strategy & Development Officer, AT&T, Inc.

Yes

Robert H.B. Baldwin, Jr.

7 Years

Former Vice Chairman, Heartland Payment Systems, Inc.

Yes

John G. Bruno

9 Years

President and Chief Operating Officer, Xerox Holdings Corporation

Yes

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Chair		Member

GLOBAL PAYMENTS INC. | 2023 Proxy Statement  – 5

Director Nominee Demographics

As we continue to broaden the diversity of our board, our board has committed to add at least one additional female director by the next annual meeting of shareholders, and over the last several months has been engaged in a robust search to actively seek out female candidates.

Director Qualifications

The board annually reviews directors’ skills and expertise to ensure the board represents a diverse skill set oriented to the historical and emerging needs of the business. The board has identified the following key qualifications and experience that are important to be represented on the board as a whole. Information regarding each nominee’s skills and qualifications can be found within their individual biographies on pages 24-34.

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Board and Corporate Governance Highlights

We have adopted leading governance practices that establish strong independent leadership in our boardroom and provide our shareholders with meaningful rights.

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Proxy Summary — Shareholder Outreach

Shareholder Outreach

We believe in providing transparent and timely information to our investors. Our senior management, including our Chief Executive Officer, President and Chief Operating Officer, and Chief Financial Officer, routinely provide information to and receive feedback from our investors in a wide variety of formats. We have a team of professionals in our Investor Relations department who are dedicated full time to respond to questions from shareholders and other stakeholders about the Company and its performance. The table below provides a snapshot of our ongoing engagement process and outcomes.

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Proxy Summary — Compensation Philosophy

Our executive compensation program is designed not only to retain and attract highly qualified and effective executives, but also to motivate them to substantially contribute to Global Payments’ future success for the long-term benefit of shareholders and team members and reward them for doing so. Accordingly, our board and Compensation Committee believe that there should be a strong relationship between pay and corporate performance (both financial results and stock price), and our executive compensation program reflects this belief.

Compensation Practices

How our Compensation Program Supports our Business Strategy

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2022 Compensation Highlights

The following charts show the mix of total target compensation in 2022 for our Chief Executive Officer and the average of the other NEOs (excluding Paul Todd, our former Chief Financial Officer, who as of June 30, 2022 retired from this position and subsequently left the Company, effective August 31, 2022), as well as the portion of compensation that is subject to forfeiture (“at risk”) or performance-based.

CEO Total Target Compensation		Other NEOs Total Target Compensation

2023 Executive Compensation Program Changes

Following the 2022 say-on-pay advisory vote, the Compensation Committee made significant changes to our NEO compensation program that balanced stakeholder feedback, the Company’s performance, and a recommendation from our independent compensation consultant FWC. In February 2023, the Compensation Committee approved the following changes to the annual compensation of our NEOs that the Compensation Committee believes are responsive to shareholder feedback, while continuing to align pay with performance. These changes will go into effect for 2023 compensation awards.

See “2023 Short-Term Incentive Plan Changes” and “2023 Long-Term Incentive Plan Changes” on pages 63 and 66, respectively, for additional information.

GLOBAL PAYMENTS INC. | 2023 Proxy Statement  – 11

Global Citizen Responsibility

Global Payments recognizes its responsibility as a global corporate citizen to operate in a responsible and sustainable manner. We prioritize transparency in our actions and reporting, including reporting sustainability information using the Sustainability Accounting Standards (SASB) and Task Force on Climate-Related Financing Disclosures (TCFD) frameworks in our Global Responsibility Report. We have aligned our strategy and efforts to 12 of the 17 Sustainable Development Goals adopted in the 2030 Agenda for Sustainable Development by the United Nations.

In 2022, we published our annual Global Responsibility Report (which is not incorporated into this proxy statement), which sets forth our four Global Responsibility Pillars of Culture & Values, Environmental Sustainability, Community Impact and Corporate Responsibility. The following reflects a summary of these policies and recent initiatives.

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ESG Governance

ESG Oversight

Our board oversees our ESG strategy and activities at both the full board and committee levels, with the Governance and Nominating Committee having formal oversight of the Company’s ESG activities, as reflected in the committee’s charter.

To advance our ESG initiatives, our ESG Steering Committee, a cross-functional management committee of the Company, reports to the Governance and Nominating Committee on ESG matters. The ESG Steering Committee serves as a central coordinating body facilitating our ESG strategy and reporting efforts. In addition, our Compensation Committee oversees our strategies and policies related to human capital management, and assists our full board with oversight with respect to our DEI efforts. Our Chief Human Resources Officer and Chief Diversity Officer report at least twice a year to the full board on DEI as a component of corporate culture.

2022 ESG Highlights

Throughout the year we made significant progress towards our ESG objectives. Some highlights across these strategies include:

☑ Published our annual Global Responsibility Report aligned with SASB and TCFD, documenting our progress on our ESG commitments and initiatives, and became a TCFD supporter.

☑ Expanded our disclosures for Scope 1 and Scope 2 greenhouse emissions and submitted to CDP for the first time, disclosing environmental impacts.

☑ Adopted a 15% threshold for shareholders to call a special meeting.

☑ Enhanced our workforce demographic disclosure with the publication of our consolidated U.S. Equal Employment Opportunity Commission (EEO-1) Report.

☑ Adopted the “Rooney Rule” approach, under which the board set forth in our corporate governance guidelines its commitment to seeking women and candidates from under-represented communities to include in the initial pool from which board nominees are chosen.

☑ Continued our strategic partnership with two outside executive search agencies specializing in diverse hiring for diverse leadership talent.

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☑ Achieved $169 million total spend in 2022 across 303 diverse suppliers in connection with our Supplier Diversity Program which was established to create mutually beneficial business relationships with diverse vendors that strengthen the communities in which we operate.

☑ Launched DEI Business Action Teams. These teams are championed by senior leaders within the Company and consist of cross functional employees to drive our DEI strategy and initiatives within a specific business unit, region or function to achieve our vision to be “Champions of Inclusion.”

☑ Launched a new Inclusion 365 Curriculum that focuses on ongoing DEI education for all team members through our Learning Management Software platform.

☑ Introduced a reverse mentoring program for the executive sponsors of our Employee Resource Groups (ERGs), which gives our leaders the opportunity to engage with team members and expand perspectives through open and honest conversations.

☑ Expanded our DEI footprint to include five ERGs. Our ERGs now consist of the Global Payments Somos Network, the Global Payments Pride Network, the Global Payments Onyx Network, the Global Payments Veterans Network and the Global Payments Women’s Network.

☑ Joined the Veterans Job Mission, a coalition of 250+ companies committed to hiring 1 million veterans and 200,000 military spouses.

☑ Partnered with Pathbuilders, a consulting firm based in Atlanta, GA. Together, we offer a series of interactions and opportunities that allow leaders to get to know and develop under-represented talent segments and to support and grow our next generation leaders. We implemented three accelerated leadership development programs to improve diverse talent in leadership roles.

Third-Party Recognition of our ESG Leadership

Recognized as one of the top 500 companies on Newsweek 2023 America’s Most Responsible Companies List.		Scored 100% on the Human Rights Campaign’s Corporate Equality Index, which is the national benchmarking tool on corporate policies and practices pertaining to LGBTQIA+ employees.

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Diversity, Equity and Inclusion

At Global Payments, our vision is to be “Champions of Inclusion.”

We are fully committed and focused on creating a better tomorrow in the communities in which we live and work. We all have a role to play in building an inclusive and diverse culture. Diversity, like rapidly evolving technology or globalization, is a business reality. Trends and changes in technology and global competition require constant adaptations. DEI is no different; it also carries implications for organizational effectiveness and competitiveness. We aspire to become the best versions of ourselves by creating an inclusive and collaborative environment where everyone feels welcomed and appreciated for their unique talents and perspectives. We are committed to addressing the ever-changing needs of our team members and holding ourselves accountable for finding new ways to improve our initiatives and set bigger, more impactful goals for our company.

We have also broadened our focus to include social and racial equity in our conversations to equip and empower our ERG leaders with the right tools and training to lead their networks. Our Chief Diversity Officer is charged with developing, implementing and enhancing our DEI efforts and leads a dedicated and specialized team to do so. Our Compensation Committee assists the Board in overseeing the Company’s DEI initiatives. In 2022, we launched a new “Inclusion 365” initiative to reinforce inclusion and belonging throughout the year, and help managers become champions of DEI.

To support the realization of our vision and demonstrate our commitment, we have established the following strategic objectives:

Goals for DEI

Global Payments has set objective aspirational goals to increase the representation of female team members and people of color by 2025 as a focus of our commitment to DEI within our Company.

GLOBAL PAYMENTS INC. | 2023 Proxy Statement  – 15

Global Workforce Representation

Our Company has always prided itself on inclusiveness and embraces the diversity of its employees in all of our geographic regions. We currently do business in over 170 countries throughout North America, Europe, Asia Pacific and Latin America, with team members living and working in 38 of them. Our approximately 25,000-team member workforce represents approximately 80 nationalities and 18 natively spoken languages, with approximately 64% residing in the Americas, 16% residing in Europe and 20% residing in Asia Pacific.

In 2022, we made progress towards our goal to increase representation of female employees and employees from under-represented groups in leadership as follows:

Demographic data is based on Company records as of December 31, 2022

Talent Management and Retention

We place an emphasis on attracting and retaining premier and diverse team members. To that end, we have implemented programs and initiatives focused on enriching new hire experiences, developing team members through extensive training and professional development opportunities, including mentorship and leadership programs, promoting team members’ wellness and safety, providing flexible work arrangements and offering comprehensive and competitive benefits packages, including paid parental leave, team member assistance and savings and retirement programs. Furthermore, we celebrate and recognize the efforts of all of our team members through a combination of programs, including team appreciation activities and annual awards programs to honor top performers and notable contributors. Over the past several years, we have also made significant investments in modernizing our operating environments and technologies to include cloud-based systems and collaboration tools that support day-to-day execution.

Health and Well-being

The success of our business is connected to the well-being of our team members. Accordingly, we are committed to the health, safety and wellness of our team members worldwide, and we provide team members with various health and wellness programs and benefits, including employee education and assistance programs that focus on physical, financial, social and emotional resources.

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Employee Growth and Development

Our strategy to develop and retain the best talent includes an emphasis on team member development and training. We provide a variety of training and development opportunities to team members globally, including our online training platform that contains a vast array of tools and application resources for all team members to build learning experiences and skills. In order to help our team members strengthen the skills and behaviors needed for career advancement, our new performance management program enables team members to drive their development with a focus on growth, performance, and well-being through regular meetings with their leaders.

Environmental Sustainability

Global Payments is focused on minimizing our environmental footprint. We have prioritized areas where we believe we can make the most meaningful contribution, which include managing our energy consumption, limiting waste and conserving water across our facilities and data spaces globally.

The following are some highlights of our environmental sustainability program:

		Net Zero Commitment   Global Payments recognizes the vital importance of the Paris Agreement and the effects climate change has on our planet and will work toward achieving net zero greenhouse gas emissions prior to 2040. Additionally, we partnered with VitalMetrics, the leader in environmental reporting services, to set a baseline for GHG emissions and develop an effective de-carbonization strategy. In 2022, we enhanced our disclosures for Scope 1 and Scope 2 greenhouse emissions to include owned, operationally controlled and leased facilities representing over 90% of our office space.
		Reducing Facility Footprint   At the time of the merger with TSYS, we had a combined 242 office locations globally (including data centers). As part of the merger integration, we have closed over 85 offices to date.
		Reducing Energy Usage   We are committed to enhancing energy efficiency across our facilities, including supporting renewable energy initiatives. Approximately 35% of our total building square footage is in certified green buildings. With respect to our existing spaces, we are actively implementing a global environmental strategy, including measuring and determining a baseline for GHG emissions in order to set interim and long-term reduction targets, engaging with landlords and property managers to advocate for environmentally friendly practices in our offices and other facilities, and working with data center providers to collect and analyze data on their energy, emissions, and water footprints.
		Conserving Water and Managing Waste   We actively manage our water usage and have implemented conservation practices across our global office footprint, including efficient and low-flow plumbing systems, water reuse, and water-efficient landscaping. We have implemented recycling initiatives to limit what we send to landfills and have a formal destruction of data policy to minimize e-waste. In all of our larger offices, our physical recycling policies extend to plastics and glass.

GLOBAL PAYMENTS INC. | 2023 Proxy Statement  – 17

Environmental Sustainability

		Data Space Initiatives   In the U.S., we are actively working to consolidate our data space footprint and are committed to evaluating the environmental impact and green efforts of the facilities where we lease storage capacity. Our largest data centers, which account for the majority of our domestic storage, have a number of green initiatives in place, including renewable power systems and rainwater harvesting and reclamation programs. With the acceleration of our cloud partnerships with Amazon Web Services and Google, the current target is to move to three total physical data centers within the next four to five years.
		Providing Alternative Transportation   As part of our effort to reduce our carbon footprint, all of our U.S. and a majority of our international offices are located close to public transit. We have electric vehicle charging stations within the grounds of our Columbus campus, our largest owned facility. In addition, many of our other facilities, including the leased co-headquarters in Atlanta, have access to charging stations.
		Learn More about ESG Matters   For more information about our ESG activities, please refer to our 2022 Global Responsibility Report available on our website. The inclusion of any website address in this proxy statement does not incorporate by reference the information on or accessible through the website into this proxy statement.

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Questions and Answers About Our Annual Meeting and this Proxy Statement

1. Why did I receive these materials?

This proxy statement is being furnished to solicit proxies on behalf of the board of directors of our Company for use at the 2023 annual meeting of shareholders and at any adjournments or postponements thereof. The annual meeting will be held on Thursday, April 27, 2023 at 9:00 a.m., Eastern Daylight Time.

2. What am I voting on and how does the board of directors recommend that I vote?

Our board of directors recommends that you vote FOR proposals 1, 2, and 4, FOR 1 YEAR for proposal 3, and AGAINST proposal 5, the shareholder proposal.

3. Could other matters be decided at the annual meeting?

Yes. The shareholders may transact any other business that may properly come before the annual meeting or any adjournments or postponements thereof. If any other matter properly comes before the meeting and you have submitted your proxy, the proxy holders will vote as recommended by the board or, if no recommendation is made, in their own discretion.

4. Why did I receive a mailed notice of internet availability of proxy materials instead of a full set of proxy materials?

As permitted by the SEC, we are making this proxy statement and our Annual Report on Form 10-K available to our shareholders electronically via the internet. The notice contains instructions on how to access this proxy statement and our Annual Report on Form 10-K and how to vote online or submit your proxy over the internet or by telephone. You will not receive a printed copy of the proxy materials in the mail unless you request one, which you may do by following the instructions contained in the notice. We encourage you to take advantage of the electronic availability of proxy materials to help reduce the cost and environmental impact of the annual meeting.

5. How do I vote?

If you received a notice of electronic availability, that notice provides instructions on how to vote by internet, by telephone or by requesting and returning a paper proxy card. You may submit your proxy voting instructions via the internet or telephone by following the instructions provided in the notice. The internet and telephone voting procedures are designed to authenticate your identity, to allow you to vote your shares, and to confirm that your voting instructions are properly recorded. If your shares are held in the name of a bank or a broker, the availability of internet and telephone voting will depend on the voting processes of the bank or broker. Therefore, we recommend that you follow the instructions on the form you receive. If you received a printed version of the proxy materials by mail, you may vote by following the instructions provided with your proxy materials and on your proxy card.

GLOBAL PAYMENTS INC. | 2023 Proxy Statement  – 19

6. What if I change my mind after I vote?

Your submission of a proxy via the internet, by telephone or by mail does not affect your right to attend the annual meeting. You may revoke your proxy before it is exercised in any of the following ways:

7. Who is entitled to vote?

All shareholders who owned shares of our common stock at the close of business on March 3, 2023 are entitled to vote at the annual meeting. On that date, there were 263,784,407 shares of common stock issued and outstanding, held by approximately 12,612 shareholders of record. Shareholders are entitled to one vote per share.

8. How many votes must be present to hold the annual meeting?

In order for any business to be conducted, the holders of a majority of the shares entitled to vote at the annual meeting must be represented either in person or by proxy. This is referred to as a “quorum.” Abstentions and broker non-votes (described below) will be treated as present for purposes of establishing a quorum. If a quorum is not present, the annual meeting may be adjourned by the holders of a majority of the shares represented at the annual meeting. The annual meeting may be rescheduled at the time of the adjournment with no further notice of the reconvened meeting if the date, time and place of the reconvened meeting are announced at the adjourned meeting before its adjournment; provided, however, that if a new record date is or must be fixed, notice of the reconvened meeting must be given to the shareholders of record as of the new record date. An adjournment will have no effect on the business to be conducted at the meeting.

9. What are the voting standards for the proposals?

The following table provides information about the votes needed to approve each proposal. A “majority of votes cast” means the number of shares voted “FOR” the proposal exceeds the number of shares voted “AGAINST” the proposal.

10. What is the difference between a “shareholder of record” and a “beneficial owner of shares held in street name?”

Shareholders of record.    If your shares are registered directly in your name with our transfer agent, Computershare, you are the shareholder of record with respect to those shares, and we sent the notice of electronic availability directly to you. If you request copies of the proxy materials by mail, you will receive a proxy card.

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Beneficial owners of shares held in street name.    If your shares are held in an account at a brokerage firm, bank, broker-dealer or other similar organization, then you are the beneficial owner of shares held in “street name,” and the notice of electronic availability was forwarded to you by that organization. The organization holding your account is considered the shareholder of record for purposes of voting at the annual meeting. As a beneficial owner, you have the right to direct that organization on how to vote the shares held in your account. If you request copies of the proxy materials by mail, you will receive a voting instruction form.

11. What happens if I do not return a proxy or do not give specific voting instructions?

Shareholders of record.    If you are a shareholder of record and you do not vote via the internet, by telephone or by mail, your shares will not be voted unless you attend the annual meeting to vote. If you are a shareholder of record and you sign and return a proxy card without giving specific voting instructions, then your shares will be voted in the manner recommended by the board of directors on all matters presented in this proxy statement and as the proxy holders may determine in their discretion with respect to any other matters properly presented for a vote at the annual meeting.

Beneficial owners of shares held in street name.    If you hold your shares in street name and do not provide voting instructions to your broker, your broker will have the discretionary authority to vote your shares only on proposals that are considered “routine.” The only proposal at the annual meeting that is considered routine is the ratification of the reappointment of our independent registered public accounting firm. All of the other proposals are considered “non-routine,” which means that your broker will not have the discretionary authority to vote your shares with respect to such proposals. Shares for which you do not provide voting instructions and a broker lacks discretionary voting authority are referred to as “broker non-votes.” Broker non-votes are counted as present for the purpose of establishing a quorum, but will not affect the outcome of the vote on any proposal.

12. What should I do if I receive more than one proxy or voting instruction card?

Shareholders may receive more than one set of voting materials, including multiple copies of the notice of electronic availability, these proxy materials and proxy cards or voting instruction cards. For example, shareholders who hold shares in more than one brokerage account may receive separate notices for each brokerage account in which shares are held. Shareholders of record whose shares are registered in more than one name will also receive more than one notice. You should vote in accordance with all of the notices you receive to ensure that all of your shares are counted.

13. Who pays the cost of proxy solicitation?

The cost of soliciting proxies will be borne by us. However, shareholders voting electronically (via phone or the internet) should understand that there may be costs associated with electronic access, such as usage charges from internet service providers or telephone companies. In addition to solicitation of shareholders of record by mail, telephone or personal contact, arrangements will be made with brokerage houses to furnish proxy materials to their principals, and we may reimburse them for mailing expenses. Custodians and fiduciaries will be supplied with proxy materials to forward to beneficial owners of common stock.

14. May I propose actions for consideration at next year’s annual shareholder meeting

Proposals for Inclusion in Next Year’s Proxy Statement (Rule 14a-8):    SEC rules permit shareholders to submit proposals for inclusion in our proxy statement if the shareholder and the proposal meet the requirements specified in Rule 14a-8 of the Securities Exchange Act of 1934, or the Exchange Act. Proposals submitted in accordance with Rule 14a-8 for inclusion in our proxy statement for the 2024 annual shareholder meeting must be received by our Corporate Secretary no later than November 17, 2023, which is 120 days before the one year anniversary of the mailing of this proxy statement.

Director Nominees for Inclusion in Next Year’s Proxy Statement (Proxy Access):    Our bylaws permit a shareholder (or a group of no more than 20 shareholders) owning 3% or more of our common stock continuously for at least three years to nominate up to an aggregate limit of two candidates or 20% of our board (whichever is greater) for inclusion in our proxy statement. Notice of such nominees must be received no earlier than October 18, 2023 and no later than close of business on November 17, 2023.

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Other Business Proposals/Director Nominees:    Our bylaws also set forth the procedures that a shareholder must follow to nominate a candidate for election as a director or to propose other business for consideration at shareholder meetings, in each case, not submitted for inclusion in next year’s proxy statement (either under proxy access or Rule 14a-8), but instead to be presented directly at shareholder meetings. In each case, director nominations or proposals for other business for consideration at the 2024 annual shareholder meeting submitted under these bylaw provisions must be received by our Corporate Secretary between October 18, 2023 and November 17, 2023. Special notice provisions apply under the bylaws if the date of the annual meeting is more than 30 days before or 60 days after the anniversary date.

Universal Proxy Rules:    In addition to satisfying the requirements under our bylaws, to comply with the universal proxy rules under the Securities Exchange Act of 1934, as amended, shareholders who intend to solicit proxies in support of director nominees other than the Company’s nominees for consideration at the 2024 annual shareholder meeting must provide notice that sets forth the information acquired by Rule 14a-19 under the Exchange Act no later than November 17, 2023, which is 120 days before the one year anniversary of the mailing of this proxy statement.

Our Corporate Secretary address is: 3550 Lenox Road, Suite 3000, Atlanta, GA 30326. Notice must include the information required by our bylaws, which are available without charge upon written request to our Corporate Secretary.

Cautionary Note Regarding Forward-Looking Statements

This proxy statement contains forward-looking statements as defined in the Exchange Act and is subject to the safe harbors created therein. The forward-looking statements contained herein are generally identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” “committed,” “ensure,” or the negative of these terms or other similar expressions. Forward-looking statements are based on the beliefs and assumptions of our management and on currently available information. Accordingly, our future plans and expectations may not be achieved and our results could differ materially from those anticipated in our forward-looking statements as a result of many known and unknown factors, many of which are beyond our ability to predict or control. A detailed discussion of risks and uncertainties that could cause actual results and events to differ materially from such forward-looking statements is included in our most recent Annual Report on Form 10-K and in other documents that we file with the SEC. We undertake no responsibility to publicly update or revise any forward-looking statement, except as required by law.

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Proposal One: Election of Directors for a One-Year Term

2023 Nominees for Directors

Our board currently has twelve members. Eleven of our directors are standing for re-election to hold office until the next annual meeting of shareholders or until their successors are duly elected and qualified. Following his successful multi-year tenure on our board and the board of TSYS, including his current service as Lead Independent Director of the Company, and given director age limitations under our corporate governance guidelines, Kriss Cloninger III was not re-nominated for election to the board.

Upon the recommendation of the Governance and Nominating Committee, the board has nominated each of the eleven nominees identified on the following pages for election. Each nominee is currently a director of Global Payments and has agreed to serve as a director if elected. Proxies cannot be voted for a greater number of persons than the nominees named.

Our board believes that the skills, experience and personal qualities of the director nominees, as described below, will continue to contribute to an effective and well-functioning board. Included in each director nominee’s biography is a description of select key qualifications and experience that led the board to conclude that each nominee is qualified to serve as a member of the board. All biographical information below is as of the date hereof. For information on the factors the board considers when evaluating candidates for nomination, see “Board and Corporate Governance — Board Membership Criteria” on page 38.

Election Process

The Company has a majority voting standard to elect directors in uncontested elections of directors, such as this election. Under the majority voting standard, a nominee must receive a greater number of votes “FOR” than “AGAINST” his or her election. If an uncontested nominee who is already a director receives more “AGAINST” votes than “FOR” votes, that director will continue to serve as a “holdover director,” but is required to tender his or her resignation to the board. If the tendered resignation does not expressly require acceptance by the board, the resignation will become effective immediately, or upon the date set forth in the resignation, and there will be a vacancy on the board upon the effective date of the resignation. If the tendered resignation specifies that it is not effective until accepted by the board, the board has the discretion to accept or reject the resignation. In such a case, the Governance and Nominating Committee will promptly consider the tendered resignation and recommend to the board whether to accept or reject the tendered resignation. The Company will publicly disclose the board’s decision within 90 days from the date of the certification of the election results.

In each case, the director nominee, if elected, will serve a shorter term in the event of his or her resignation, retirement, disqualification, or removal from office or death. In the event that any of the nominees is unable to serve (which is not anticipated), the persons designated as proxies will cast votes for such other person(s) as they may select, subject to the guidelines set forth above. The affirmative vote of at least a majority of the votes cast with respect to the director nominee at the annual meeting at which a quorum is present is required for the election of each of the nominees. If a choice is specified on the proxy card by a shareholder, the shares will be voted as specified. If no specification is made, the shares will be voted “FOR” each of the eleven nominees.

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  Director Nominee Biographies

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		Joseph H. Osnoss
		Age: 45		Committee(s): ●  Compensation ●  Technology		Current Public Company Directorship(s): ●  EverCommerce Inc. ●  First Advantage Corporation (Chair of the Board) ●  Global Blue Group Holding AG ●  Zuora, Inc.
		Director Since: 2022 Independent		Other Public Company Directorship(s) in the Past Five Years: ●  Sabre Corporation ●  Far Point Acquisition Corporation ●  Cornerstone OnDemand, Inc.   Select Professional and Community Contributions: ●  Member of the Dean’s Advisory Cabinet at Harvard School of Engineering and Applied Sciences ●  Visiting Professor in Practice at the London School of Economics ●  Participant in The Polsky Center Private Equity Council at the University of Chicago
		Race/Ethnicity: White
		Skills and Qualifications: ●  Significant experience in private equity investing   ●  Substantial domestic and international business experience   ●  Substantial public director experience   Career Highlights: ●  Managing Partner of Silver Lake, a global technology investment firm (since 2019); Managing Director and Investment Committee member (since 2010); and other rules since 2022   ●  Investment Banker, Goldman, Sachs & Co.

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There is no family relationship between any of our NEOs or directors. Other than as described elsewhere in this proxy statement, there are no arrangements or understandings between any of our directors and any other person pursuant to which any of them was elected as a director, other than arrangements or understandings with the directors solely in their capacities as such.

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Board of Directors, its Committees, Meetings and Functions

Corporate Governance

Effective Board Leadership Structure

Our board believes that strong, independent board leadership and oversight is critical to effective corporate governance. Our current board leadership structure, consisting of a non-employee Chairman, a Lead Independent Director, and a Chief Executive Officer who is also a director, provides for leadership of the board that consists of an independent director with substantial structural influence, a non-independent, non-employee Chairman who has extensive experience in the Company’s industry, and a Chief Executive Officer who has unfettered access to both the Lead Independent Director and the Chairman as resources in developing and executing the Company’s strategy.

The board does not have a policy on whether the roles of Chairperson and Chief Executive Officer should be separate or combined. The Company’s corporate governance guidelines provide that if the Chairperson of the board is not an independent director, then the board shall appoint a lead director, who shall be an independent director. If the Chairperson is an independent director, the board may appoint a lead independent director.

The board believes this structure and separation provides a balance between the independent directors’ oversight of the Company and the Chief Executive Officer’s management of the day-to-day affairs of the business. At the same time, given his experience in the industry and prior roles at TSYS, our Chairman is an effective liaison between the board and senior management and focuses the board on critical business and operational issues.

Connie McDaniel was elected by the board to serve as Lead Independent Director, effective at the 2023 annual meeting of shareholders. Ms. McDaniel succeeds Kriss Cloninger III, who has reached our mandatory retirement age and will not stand for re-election at our annual meeting.

Ms. McDaniel was selected to serve as Lead Independent Director as a result of a vigorous vetting process led by our Governance and Nominating Committee, which included extensive discussions of potential candidates with all members of the board to seek input and reach alignment. These discussions took into account independent director tenures and committee membership histories along with a potential candidate’s willingness and capacity to serve as Lead Independent Director. The board’s succession planning discussions surrounding the planned changes in the Lead Independent Director role also included extensive discussions of the board’s leadership structure, the board’s diversity and inclusion objectives, and highlighted Ms. McDaniel’s substantial experience in risk oversight matters, specifically related to financial and legal and regulatory risk, as well as her significant international business experience given the global nature of our business.

Taking all of this into account, the board continues to believe that our current structure and the below outlined authority and responsibilities that are detailed in our corporate governance guidelines continue to allow the board to focus on key strategic, policy and operational issues and provide critical and effective leadership.

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Board Independence

At least a majority of our directors, and all of the members of our Audit Committee, Compensation Committee and Governance and Nominating Committee, must be “independent” based on the listing standards of the New York Stock Exchange, or the NYSE. Each year, our board of directors reviews the independence of our directors and considers, among other things, relationships and transactions during the past three years between each director or any member of his or her immediate family, on the one hand, and our Company and our subsidiaries and affiliates, on the other hand.

The purpose of the review is to determine whether any such relationships or transactions were inconsistent with a determination that the director is independent as defined under the NYSE listing standards.

The NYSE listing standards provide that to qualify as an “independent” director, in addition to satisfying certain bright-line criteria, our board of directors must affirmatively determine that a director has no material relationship with our Company (either directly or as a partner, shareholder or officer of an organization that has a relationship with our Company). Additional independence requirements established by the SEC and the NYSE apply to members of the Audit Committee and the Compensation Committee.

Using these standards for determining the independence of its members, the board determined that the following director nominees are independent:

In addition, the board has affirmatively determined that Kriss Cloninger III, who is not being re-nominated, is independent.

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In 2022, our board enhanced our diversity principles that it will follow in future board candidate searches. Under this policy, the board has committed to seek women and candidates from under-represented communities to be included in the initial pool from which board nominees are chosen. In keeping with this commitment to diversity and inclusion, our board and Governance and Nominating Committee have determined to add at least one additional female director by the next annual meeting of shareholders and over the last several months have been engaged in a robust search to actively seek out female candidates.

Board Refreshment

We periodically review our board’s composition to ensure that we continue to have the right mix of skills, diversity, background and tenure necessary to promote and support the Company’s long-term strategy. The board currently believes that an appropriate size is seven to twelve members, allowing, however, for changing circumstances that may warrant a higher or a lower number. The Governance and Nominating Committee considers director candidates suggested by members of the committee, other directors, shareholders and management, and has engaged the services of third party firms to assist in identifying and evaluating director candidates from time to time.

As a result of healthy refreshment over recent years and the Company’s merger with TSYS, which was completed in September 2019, as of the date of this proxy statement, 60% of our non-employee director nominees have joined the board in the last three and a half years. The variety in skills, qualifications and experiences of our directors contributes meaningfully to the Company’s strategy for future growth and long-term value creation.

The board also believes that directors develop an understanding of the Company and an ability to work effectively as a group over time that provides substantial value, and therefore a significant degree of continuity year-over-year is beneficial to shareholders and generally should be expected.

Limitation on other Board and Audit Committee Service

Our corporate governance guidelines establish the following limits on our directors serving on publicly-traded company boards and audit committees. The Governance and Nominating Committee may grant exceptions to the limits on a case-by-case basis after taking into consideration the facts and circumstances of the request.

Mr. Osnoss serves on four public company boards in addition to being a member of the board of Global Payments. The Governance and Nominating Committee and the board considered Mr. Osnoss’ service on the public company boards, with emphasis on his investment experience on behalf of a leading global technology investment firm leading to those positions, and his professional qualifications and the nature of and time involved in his service on other boards. Following such review, the Governance and Nominating Committee determined that such simultaneous service would not impair the ability of Mr. Osnoss to effectively serve on the Company’s board and waived the limit for service for Mr. Osnoss. All other directors are within the Company’s guidelines for outside board service.

Attendance at Board, Committee and Annual Shareholder Meetings

Our full board of directors met eight times during 2022. Each of our directors attended at least 75% of the meetings of the board, including meetings of the committees of which he or she served during 2022. Pursuant to our corporate governance guidelines, all of our directors are expected to attend the annual meeting of shareholders and all directors attended the 2022 annual meeting.

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Board and Committee Membership

Our board has four standing committees that assist the board in carrying out its responsibilities: an Audit Committee, a Compensation Committee, a Technology Committee, and a Governance and Nominating Committee. Each committee is composed entirely of independent directors. Each committee reports its activities, discussions, recommendations and approvals to the board at each regularly scheduled board meeting and operates under a charter approved by the board and reviewed annually by the respective committee and the board. Each committee charter and our corporate governance guidelines are available in the Investor Relations section of our website, www.globalpayments.com.

Committee leadership and membership is reviewed annually by the board, upon recommendation of the Governance and Nominating Committee. On recommendation of the Governance and Nominating Committee, the board considers committee composition on an annual basis, believing that, while we benefit from having a level of consistency in our committee composition and committee chairs, fresh perspectives likewise facilitate enhanced board and committee performance. Accordingly, in 2022, we added two new members to our Compensation Committee.

Investment Agreement

Pursuant to the terms of an investment agreement (Investment Agreement) among the Company and certain affiliates of Silver Lake Group, L.L.C. (Silver Lake), Silver Lake became entitled to designate one individual to our board as long as Silver Lake or its affiliates beneficially own at least 50% of the aggregate principal amount of the Company’s 1.00% convertible senior notes due 2029 (including the amount of such notes converted into shares of our common stock) issued to Silver Lake. In accordance with the terms of the Investment Agreement, in October 2022, Silver Lake designated, and our board elected, Joseph H. Osnoss to join our board.

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A description of each standing committee is included on the following pages.

Key Objectives:

Risk Oversight Role:

Audit Committee Financial Experts:

The board has determined that Mr. Plummer, Mr. Baldwin and Ms. McDaniel each qualify as audit committee financial experts, as defined in the applicable SEC rules, and that all Audit Committee members are financially literate.

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