Edgar Filing: GLOBAL PAYMENTS INC

DEF 14A

As filed with the Securities and Exchange Commission on September 27, 2013

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A

(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES

EXCHANGE ACT OF 1934

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¨	Soliciting Material Pursuant to Section 240.14a-12

GLOBAL PAYMENTS INC.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

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GLOBAL PAYMENTS INC.

10 GLENLAKE PARKWAY, NORTH TOWER

ATLANTA, GEORGIA 30328

NOTICE OF 2013 ANNUAL MEETING OF SHAREHOLDERS

The 2013 annual meeting of shareholders (the “Annual Meeting”) of Global Payments Inc., or the Company, will be held at our offices at 10 Glenlake Parkway, North Tower, Atlanta, Georgia, 30328-3473 on November 20, 2013, at 9:00 a.m., Atlanta time, for the following purposes:

To elect two Class I directors to serve until the annual meeting of shareholders in 2016, or until their successors are duly elected and qualified or until their earlier resignation, retirement, disqualification, removal from office or death;

To approve, on an advisory basis, the compensation of our Named Executive Officers; and

To ratify the reappointment of Deloitte & Touche LLP (“Deloitte”) as the Company’s independent public accountants.

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

Only shareholders of record at the close of business on September 13, 2013 are entitled to receive notice of, and to vote at, the Annual Meeting or any adjournment or postponement thereof. You may vote your shares via the Internet or by telephone, as instructed in the Notice of Electronic Availability of Proxy Materials, or if you received your proxy materials by mail, you may also vote by mail.

YOUR VOTE IS IMPORTANT

Submitting your proxy does not affect your right to vote in person if you attend the Annual Meeting. Instead, it benefits us by reducing the expenses of additional proxy solicitation. Therefore, you are urged 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, Suellyn P. Tornay, at the above address, (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 in person; 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 1:00 a.m., Central Time, on November 20, 2013.

When you submit your proxy, you authorize Paul R. Garcia or Suellyn P. Tornay 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 election of the Class I nominees, for the approval, on an advisory basis, of the compensation of our Named Executive Officers, and for the ratification of the reappointment of Deloitte as the Company’s independent public accountants. 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,

SUELLYN P. TORNAY,

Executive Vice President,

General Counsel and Corporate Secretary

Dated: September 27, 2013

September 27, 2013

GLOBAL PAYMENTS INC.

10 GLENLAKE PARKWAY, NORTH TOWER

ATLANTA, GEORGIA 30328

PROXY STATEMENT

A.	Introduction

This Proxy Statement is being furnished to solicit proxies on behalf of the Board of Directors of Global Payments Inc. (the “Company” or “we”) for use at the 2013 annual meeting of shareholders (the “Annual Meeting”), and at any adjournments or postponements thereof. The Annual Meeting will be held at our offices at 10 Glenlake Parkway, North Tower, Atlanta, Georgia, 30328-3473 on November 20, 2013, at 9:00 a.m., Atlanta time, for the following purposes:

To approve, on an advisory basis, the compensation of our Named Executive Officers; and

To ratify the reappointment of Deloitte & Touche LLP as the Company’s independent public accountants.

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

Notice of Electronic Availability of Proxy Statement and Annual Report. As permitted by the Securities and Exchange Commission (“SEC”) rules, we are making this proxy statement and our annual report available to our shareholders electronically via the Internet. The notice of electronic availability contains instructions on how to access this proxy statement and our annual report and vote online. You will not receive a printed copy of the proxy materials in the mail. Instead, the notice instructs you on how to access and review all of the important information contained in the proxy statement and annual report. The notice also instructs you on how you may submit your proxy over the Internet or by telephone. If you would like to receive a printed copy of our proxy materials, you should follow the instructions for requesting such materials contained in the notice.

The Notice of Electronic Availability of Proxy Materials and this Proxy Statement are first being made available to shareholders on or about September 27, 2013.

B.	Quorum and Voting

(1) Voting Shares. Only the Company’s common shares, no par value (the “Common Stock”), may be voted at the Annual Meeting.

(2) Record Date. Only those holders of Common Stock of record at the close of business on September 13, 2013, are entitled to receive notice and to vote at the Annual Meeting or any adjournment or postponement thereof. On that date, there were approximately 72,870,369 shares of Common Stock issued and outstanding, held by approximately 2,324 shareholders of record. These holders are entitled to one vote per share.

(3) Quorum. 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 present (a “Quorum”), either in person or represented by proxy. Abstentions and votes withheld, and shares represented by proxies reflecting abstentions or votes withheld, will be treated as present for purposes of determining the existence of a Quorum at the Annual Meeting. They will not be considered as votes “for” or “against” any matter for which the respective shareholders have indicated their intention to abstain or withhold their votes, but in some instances may be considered votes “cast.” Broker or nominee non-votes, which occur when shares held in “street name” by brokers or nominees who indicate that they do not have discretionary authority to vote on a particular matter, will not be considered as votes “for” or “against” that particular matter. Broker and nominee non-votes will be treated as present for purposes of determining the existence of a Quorum and may be entitled to vote on other matters at the Annual Meeting.

(4) Voting Options. The first proposal, which is the election of two directors in Class I, will require the vote of the holders of a plurality of the shares of Common Stock represented and entitled to vote at the Annual Meeting at which a Quorum is present. Shareholders may (i) vote “for” each nominee, or (ii) “withhold” authority to vote for any nominee. If a Quorum is present, a vote to “withhold” and a broker non-vote will have no effect on the outcome of the election of directors. The two nominees receiving the most votes will be elected to serve as the Class I Directors for a three-year term.

With respect to the second proposal, the approval, on an advisory (non-binding) basis, of the compensation of our Named Executive Officers as described in this Proxy Statement requires that the votes cast in favor of the proposal exceed the votes cast against the proposal. Shareholders may (i) vote “for,” (ii) vote “against,” or (iii) “abstain” from voting on the proposal. Abstentions and broker non-votes will not affect the outcome of this proposal.

With respect to the third proposal, the ratification of Deloitte as the Company’s independent public accountants for the fiscal year ending May 31, 2014, requires that the votes cast in favor of the proposal exceed the votes cast against the proposal. Shareholders may (i) vote “for,” (ii) vote “against,” or (iii) “abstain” from voting on the proposal. Abstentions will have no effect on the outcome of the reappointment of Deloitte as the Company’s independent public accountants.

(5) How to Vote. If you received a notice of electronic availability, you cannot vote your shares by filling out and returning the notice. The notice, however, provides instructions on how to vote by Internet, by telephone, or by requesting and returning a paper proxy card.

(6) Internet and Telephone Voting. Shareholders of record can simplify their voting and reduce our costs by voting their shares via the Internet or by telephone. Shareholders may submit their proxy voting instructions via the Internet or telephone by following the instructions provided in the notice of electronic availability. The Internet and telephone voting procedures are designed to authenticate shareholders’ identities, to allow shareholders to vote their shares, and to confirm that their instructions have been 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 applicable bank or broker; therefore, it is recommended that you follow the voting 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.

(7) Default Voting. When a proxy is timely executed and not revoked, the shares represented by the proxy will be voted in accordance with the instructions indicated in the proxy. IF NO INSTRUCTIONS ARE INDICATED, HOWEVER, PROXIES WILL BE VOTED “FOR” THE ELECTION OF EACH OF THE DIRECTOR NOMINEES NAMED IN PROPOSAL 1, “FOR” THE APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS IN PROPOSAL 2, AND “FOR” PROPOSAL 3 RELATING TO THE RATIFICATION OF THE REAPPOINTMENT OF DELOITTE AS THE COMPANY’S INDEPENDENT PUBLIC ACCOUNTANTS.

The Board of Directors is not presently aware of any business to be presented for a vote at the Annual Meeting other than the proposals noted above. If any other matter properly comes before the meeting, the proxy holders will vote as recommended by the Board or, if no recommendation is made, in their own discretion.

(8) Revocation of a Proxy. A shareholder’s submission of a proxy via the Internet, by telephone, or by mail does not affect the shareholder’s right to attend in person. A shareholder who has given a proxy may revoke it at any time prior to its being voted at the Annual Meeting by (i) delivering written notice of revocation to our Corporate Secretary, Suellyn P. Tornay, at our address listed on the first page of this proxy statement, (ii) properly 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 in person; 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 1:00 a.m. Central Time on November 20, 2013.

(9) Adjourned Meeting. If a Quorum is not present, the Annual Meeting may be adjourned by the holders of a majority of the shares of Common Stock 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.

PROPOSAL ONE:

ELECTION OF DIRECTORS; NOMINEES

Our Bylaws provide that the number of directors constituting the Board of Directors shall be not less than two or more than twelve, as determined from time to time by resolution of the shareholders or of the Board of Directors. Our Board of Directors has adopted a resolution that the Board should have nine members. The Board of Directors currently consists of nine members, who are divided into three classes, with the term of office of each class ending in successive years. Each class of directors serves staggered three-year terms.

The two directors in Class I, Ruth Ann Marshall and John M. Partridge have been nominated for election at the Annual Meeting. The Class I Directors will be elected to hold office until the 2016 annual meeting of shareholders, or until their respective successors have been duly elected and qualified, or until their respective earlier resignation, retirement, disqualification, 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.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE

“FOR” THE ELECTION OF ALL OF THE NOMINEES FOR DIRECTOR.

The affirmative vote of the holders of a plurality of the shares of Common Stock represented and entitled to vote 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 two nominees.

A.	Certain Information Concerning the Nominees and Directors

The following pages set forth the names of the nominees and the directors continuing in office, their ages, the month and year in which they first became directors of the Company, their positions with the Company, their principal occupations and employers for at least the past five years, any other directorships held by them in the last five years in companies that are subject to the reporting requirements of the Securities Exchange Act of 1934 (the “Exchange Act”) or any company registered as an investment company under the Investment Company Act of 1940, as well as additional information. The following pages include the experience that led the Board of Directors to conclude that the individual should continue to serve as a director of the Company. There is no family relationship between any of our executive officers or directors. 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. For information concerning membership on committees of the Board of Directors, see “Other Information about the Board and its Committees” below.

NOMINEES FOR DIRECTOR

Class I


Name and Age		Month and Year First Became Director, Positions with the Company, Principal Occupations During at Least the Past Five Years, and Other Directorships
Ruth Ann Marshall* (59)		Director of the Company (since September 2006) President, Americas for MasterCard International (2000-2006); Senior Executive Vice President, Concord, EFS (1995-1999); Director, Regions Financial Corporation and ConAgra, Inc. Because of Ms. Marshall’s deep knowledge of our business and industry as well as her detailed and in-depth knowledge of the issues, opportunities and challenges facing us, we believe that she is an invaluable member of our Board of Directors.

John M. Partridge (63)		Senior Advisor, Visa Inc. (since April 2013) President, Visa Inc. (2009-2013); Chief Operating Officer, Visa Inc. (2007-2009); Director of CIGNA Corporation (since 2009). Mr. Partridge has substantial experience in our industry, having served as President of Visa Inc. In light of his experience, we believe he will bring valuable insight from the perspective of card networks.

*	Term Expiring Annual Meeting 2013

Class II

Term Expiring Annual Meeting 2014


Name and Age		Month and Year First Became Director, Positions with the Company, Principal Occupations During at Least the Past Five Years, and Other Directorships
Paul R. Garcia (61)		Chairman of the Board of the Company (since October 2002); Director and Chief Executive Officer of the Company (since February 2001); Chief Executive Officer of NDC eCommerce, a division of National Data Corporation (July 1999 – January 2001); President and Chief Executive Officer of Productivity Point International (March 1997 – September 1998); Group President of First Data Card Services (1995 – 1997); Chief Executive Officer of National Bancard Corporation (NaBANCO) (1989 – 1995). Director, Dun & Bradstreet Corp. (since May 2012) and West Corporation (since March 2013). Mr. Garcia’s leadership skills, extensive knowledge of and experience in the payment services and financial services industries, and his understanding of our business and historical development give him unique insight into our challenges, opportunities, and business.

Gerald J. Wilkins (55)		Director of the Company (since November 2002) President, WJG Consulting, Inc. (2003 – 2007 and 2008 to present) (1); Chief Financial Officer, Habitat for Humanity International (2007 – 2008) (2); Executive Vice President and Chief Financial Officer of AFC Enterprises, Inc. (2000 – 2003); Chief Financial Officer of AFC Enterprises, Inc. (1995 – 2000); Vice President, International Business Planning, KFC International (1993 – 1995). Mr. Wilkins’ experience as a principal financial officer of several organizations provides an important perspective to our Board regarding finance and accounting matters.

Michael W. Trapp (73)		Director of the Company (since July 2003) Managing Partner, Southeast area, Ernst & Young LLP (1993 – 2000); Non-executive Chairman, The North Highland Company, Inc. Mr. Trapp brings to the Board expertise and knowledge regarding finance and accounting matters, enabling him to provide valuable leadership to the Board’s oversight of financial reporting. He serves as the Chairman of our Audit Committee and qualifies as an “audit committee financial expert” under the applicable SEC rules.

Note 1: Independent consulting firm

Note 2: Nonprofit housing ministry

MEMBERS OF THE BOARD OF DIRECTORS CONTINUING IN OFFICE

Class III

Term Expiring Annual Meeting 2015


Name and Age		Month and Year First Became Director, Positions with the Company, Principal Occupations During at Least the Past Five Years, and Other Directorships
Alex W. Hart (73)		Director of the Company (since February 2001) Business Consultant (since October 1997); Chief Executive Officer of Advanta Corporation (1995 – 1997); Executive Vice Chairman of Advanta Corporation (1994); President and Chief Executive Officer of MasterCard International (1988 – 1994); Director, Mitek Systems, Inc., VeriFone, Inc. and Solicore Inc. Mr. Hart brings to our Board substantial experience in our industry, having served as the President and Chief Executive Officer of MasterCard and has served as a director of several companies. Because of such experience, we believe Mr. Hart has a deep understanding of the strategic and operational issues we face and provides useful insight to our Board as we review our strategic initiatives. Mr. Hart serves as the Chairman of our Risk Oversight, Governance and Nominating Committee.

William I Jacobs (71)		Director of the Company (since February 2001) Business Advisor (since August 2002); Managing Director and Chief Financial Officer of The New Power Company (2000 – 2002); Senior Executive Vice President, Strategic Ventures for MasterCard International (1999 – 2000); Executive Vice President, Global Resources for MasterCard International (1995 – 1999); Executive Vice President, Chief Operating Officer, Financial Security Assurance, Inc. (1984 – 1994). Mr. Jacobs’ executive management experience, leadership skills, board expertise, and legal training provide our Board with leadership and consensus building skills on matters of strategic importance. Mr. Jacobs serves a vital role as our lead director.

Alan M. Silberstein (65)		Director of the Company (since September 2003) President, Allston Associates LLP (previously Silco Associates Inc.) (since October 2004) (1); President and Chief Operating Officer, Debt Resolve, Inc. (2003 – 2004) (2); President and Chief Executive Officer, Western Union (2000 – 2001); Chairman and Chief Executive Officer, Claim Services, Travelers Property Casualty Insurance (1996 – 1997); Executive Vice President, Retail Banking, Midlantic Corporation (1992 – 1995); Director, Capital Access Network, Inc. and Green Bancorp, Inc. Mr. Silberstein’s experience in the financial services industry and his experience managing several diverse companies provide an important point-of-view to our Board.

Note 1:

Management services firm

Note 2:

Provider of online collections services

B.	Other Information about the Board and its Committees

(1) Meetings. During the fiscal year ended May 31, 2013 (the 2013 fiscal year), our Board of Directors held five meetings. All directors attended 100% of the combined total of the Board of Directors meetings and meetings of the committees on which they served during the period for which the respective director served on the Board of Directors or the applicable committee.

(2) Fiscal Year 2013 Director Compensation. The following table reflects the compensation payable to the outside directors of the Company.

2013 DIRECTOR COMPENSATION


Name	Fees Earned or Paid in Cash ($)		Stock Awards (1) ($)		Nonqualified Deferred Compensation Earnings (2) ($)		Total ($)
(a)	(b)		(c)		(f)		(h)
Edwin H. Burba, Jr.	$	79,000	$	125,000		—	$	204,000
Paul R. Garcia (3)		—		—		—		—
Alex W. Hart	$	76,000	$	125,000		—	$	201,000
William I Jacobs	$	118,000	$	150,000		—	$	268,000
Raymond L. Killian	$	79,000	$	125,000		—	$	204,000
Ruth Ann Marshall	$	65,000	$	125,000		—	$	190,000
Alan M. Silberstein	$	73,000	$	125,000		—	$	198,000
Michael W. Trapp	$	91,500	$	125,000		—	$	216,500
Gerald J. Wilkins	$	67,500	$	125,000		—	$	192,500

Note 1:

The amounts shown in the Stock Awards column reflect aggregate grant date fair value of such awards computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation—Stock Compensation (“FASB ASC Topic 718”). The amount shown in this column was determined by multiplying the number of shares received by the value of the Common Stock on the date of the grant. Additional details regarding the stock awards are set forth in the section entitled “Compensation Policy” below. Such shares are entitled to receive dividends once issued but at the same rate as all of the Company’s shareholders. As of May 31, 2013, the outside directors did not hold any unvested stock awards. See the section entitled “Outstanding Options for Directors” below regarding the number of outstanding options for each non-employee director as of May 31, 2013.

Note 2:

All of the non-employee directors are eligible to participate in the Global Payments Inc. Non-Qualified Deferred Compensation Plan described below. In fiscal year 2013, only Ms. Marshall and Mr. Silberstein participated in such plan. None of the directors received any interest on deferred compensation at an above-market rate of interest in 2013. Additional details regarding the Non-Qualified Deferred Compensation Plan are set forth in the section entitled “Non-Qualified Deferred Compensation Plan” below.

Note 3:

Mr. Garcia is a member of the Board of Directors and is also the Chief Executive Officer of the Company and does not receive any additional compensation for his role as a director.

(3) Compensation Policy. During fiscal year 2013, our policy regarding the compensation of our non-employee directors is summarized as follows:


Director	Basic Cash Retainer		Supplemental Cash Retainer		Annual Stock Retainer
Lead Director	$	55,000	$	50,000	$	150,000
Chairman of Audit Committee	$	55,000	$	20,000	$	125,000
Chairman of Compensation Committee	$	55,000	$	10,000	$	125,000
Chairman of Other Committees	$	55,000	$	5,000	$	125,000
All other non-employee directors	$	55,000		N/A	$	125,000

All Common Stock granted pursuant to the annual stock retainer described in the table above is valued at the market price as of the date of grant and is issued under our 2011 Incentive Plan. Pursuant to the foregoing policy, Mr. Jacobs received 3,440 shares of Common Stock, and each of the other non-employee directors received 2,867 shares of Common Stock. Such Common Stock was issued and cash was paid on September 20, 2012, the business day following the annual meeting of shareholders in 2012. We believe that paying part of the annual consideration in Common Stock encourages ownership of our Common Stock by our directors.

In addition, all non-employee directors received $1,500 per regularly scheduled Board meeting attended, except for the lead director who received $2,500 per Board meeting. Non-employee directors who served on a committee received $1,500 per committee meeting, while the chairperson of such committee received $2,500 per committee meeting. Telephonic meetings and telephonic participation for both Board meetings and committee meetings are compensated at $1,000 per meeting. We do not compensate a director who is also an employee of the Company for his or her services as a director. Directors were also compensated for their out-of-pocket expenses incurred in connection with attendance at Board and committee meetings.

(4) Outstanding Options for Directors. The following table reflects the outstanding options (vested and unvested) for each non-employee director as of May 31, 2013. The “spread” value contained in the third column is calculated by multiplying the number of options outstanding by the difference between the value of the Common Stock at the closing price on May 31, 2013, which was $47.96, and the exercise price of the option.


Non-employee Directors	Options Outstanding as of May 31, 2013 (includes vested and unvested)		Value as of May 31, 2013 (includes vested and unvested)
Edwin H. Burba, Jr.		29,894	$	193,683
Alex W. Hart		34,832	$	314,466
William I Jacobs		41,292	$	499,255
Raymond L. Killian		41,292	$	499,255
Ruth Ann Marshall		25,124	$	125,925
Alan M. Silberstein		34,832	$	314,466
Michael W. Trapp		25,124	$	125,925
Gerald J. Wilkins		25,124	$	125,925

(5) Non-Qualified Deferred Compensation Plan. The non-employee directors are eligible to participate in the Company’s Non-Qualified Deferred Compensation Plan, or “DC Plan.” Ms. Marshall and Mr. Silberstein are the only directors who participated in the DC plan during fiscal year 2013. Pursuant to the DC Plan, non-employee directors are permitted to elect to defer up to 100% of their annual cash retainer and meeting fees. Participant accounts are credited with earnings based on the participant’s investment allocation among a menu of investment options selected by the DC Plan administrator. Participants are 100% vested in the participant deferrals and related earnings. The Company does not make contributions to the DC Plan and does not guarantee any return on participant account balances. Participants may allocate their plan accounts into sub-accounts that are payable upon separation from service or on designated specified dates. Except in the case of death or disability, participants may elect in advance to have their various account balances pay out in a single

lump sum or in installments over a period of two to ten years. In the event a participant separates from service by reason of death or disability, the participant or his designated beneficiary will receive the undistributed portion of his or her account balances in a lump-sum payment. Subject to approval by the DC Plan administrator, in the event of an unforeseen financial emergency beyond the participant’s control, a participant may request a withdrawal from an account up to the amount necessary to satisfy the emergency (provided the participant does not have the financial resources to otherwise meet the hardship).

(6) Board Leadership Structure. The Board of Directors does not have a formal policy on whether the same person should serve as the Chairman of the Board and the Chief Executive Officer. Since 2002, however, Mr. Garcia has served in both roles. The Board believes the combined role of Chief Executive Officer and Chairman, together with a lead independent director having the duties described below, is in the best interest of the shareholders because it provides the appropriate balance between strategy development and independent oversight of management. The Board of Directors believes that having our Chief Executive Officer as Chairman of the Board facilitates the Board’s decision-making process because Mr. Garcia possesses detailed and in-depth knowledge of the issues, opportunities, and challenges facing the Company and its business and is thus best positioned to develop agendas (with input from the lead independent director) that ensure that the Board’s time and attention is focused on the most critical matters. His combined role enables decisive leadership, ensures clear accountability, and enhances the Company’s ability to communicate its message and strategy clearly and consistently to the Company’s shareholders, employees, customers, and suppliers.

Mr. Jacobs serves as our lead independent director. The lead independent director’s duties include providing input on the Board meeting agenda items, serving as the chairperson for all executive sessions of the independent directors, and communicating to the Chief Executive Officer the results of the independent executive Board sessions. Executive sessions of the independent directors are generally held immediately after each regularly scheduled meeting of the Board. The independent directors of the Board met in executive session four times during our fiscal year ended May 31, 2013.

Any interested party may contact the lead independent director by directing such communications to Mr. Jacobs in care of the Corporate Secretary at our address (10 Glenlake Parkway, North Tower, Atlanta, Georgia 30328-3473). Any correspondence received by the Corporate Secretary in accordance with the foregoing sentence will be forwarded to him.

(7) Director Independence. Each year the Board of Directors undertakes a review of director independence based on the standards for director independence included in the New York Stock Exchange corporate governance rules. The Board considers whether or not there existed any 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 the Company and its subsidiaries and affiliates, on the other hand. The purpose of the review is to determine whether or not any such relationships and transactions existed and, if so, whether any such relationships or transactions were inconsistent with a determination that the director is independent. In fiscal year 2013, there were no such relationships or transactions between the non-employee directors and the Company to review and, as a result, the Board of Directors has determined that all of the directors, except Mr. Garcia (who serves as the Company’s Chief Executive Officer), and the nominee to the Board of Directors, John Partridge, are independent of the Company and its management.

(8) Committees. Our Board of Directors has a separately-designated Audit Committee, a Compensation Committee, a Risk Oversight, Governance and Nominating Committee, and a Technology Committee. The Audit Committee has been established in accordance with Section 3(a)(58)(A) of the Exchange Act. The Board of Directors has determined that all members of the four committees satisfy the independence requirements of the SEC and the New York Stock Exchange. Each of the committee charters and our corporate governance guidelines are available on our website (www.globalpaymentsinc.com), and will be provided free of charge, upon written request of any shareholder addressed to Global Payments Inc., 10 Glenlake Parkway, North Tower, Atlanta, Georgia 30328-3473, Attention: Investor Relations. Certain information regarding the functions of the Board’s committees and their present membership is provided below.

(9) Audit Committee. As of the end of fiscal year 2013, the members of the Audit Committee were Mr. Trapp (Chairperson), Mr. Wilkins, and Mr. Silberstein. The Audit Committee annually reviews a report by the independent auditors describing the firm’s internal quality control procedures; reviews the scope, plan and results of the annual audit of the financial statements by our independent auditors; reviews the scope, plan and results of the internal audit program; reviews the nature and extent of non-audit professional services performed by the independent auditors; and annually recommends to the Board of Directors the firm of independent public accountants to be selected as our independent auditors for the next fiscal year. During fiscal year 2013, the Audit Committee held four meetings, each of which was separate from a regular Board meeting.

(10) Audit Committee Financial Expert. The Board of Directors has determined that the chairman of the Audit Committee, Mr. Trapp, is an audit committee financial expert and is independent as independence for audit committee members is defined under the rules established by the SEC and the New York Stock Exchange.

(11) Compensation Committee. As of the end of fiscal year 2013, the members of the Compensation Committee were General Burba (Chairperson), Mr. Hart, Mr. Jacobs, Mr. Killian, and Ms. Marshall. This Committee reviews levels of compensation, benefits, and performance criteria for our executive officers and administers the Amended and Restated 2000 Long Term Incentive Plan, the 2000 Employee Stock Purchase Plan, the 2000 Director Plan, the Amended and Restated 2005 Incentive Plan, and the 2011 Incentive Plan. They also consider our compensation programs from a risk perspective, conducting reviews and risk assessments of the Company’s compensation policies and practices and monitoring the independence of its compensation consultant. Additional information regarding risk consideration is contained in the Compensation Tables and Narratives section under the heading “Consideration of Risk”.

The Compensation Committee charter allows the Committee to delegate certain matters within its authority to individuals, and the Committee may form and delegate authority to subcommittees as appropriate. In addition, the Committee has the authority under its charter to retain outside advisors to assist the Committee in the performance of its duties, and for fiscal year 2013 the Committee retained the services of Meridian Compensation Partners LLC, an independent compensation consulting firm. The Compensation Discussion and Analysis section of this proxy statement describes our processes and procedures for the consideration and determination of executive compensation, including the role of the executive officers in determining compensation, and describes the role of the independent consultant in more detail. During fiscal year 2013, the Compensation Committee held two meetings, both of which were separate from regular Board meetings. (12) Compensation Committee Interlocks and Insider Participation. None of the members of the Compensation Committee (a) has ever served as an officer or an employee of the Company or any of its subsidiaries and (b) has ever had any relationship requiring disclosure by the Company under Item 404 of Regulation S-K. None of the Company’s executive officers serves as a member of the board of directors or compensation committee, or similar committee, of any other company that has one or more of its executive officers serving as a member of the Company’s Board of Directors or Compensation Committee.

(13) Technology Committee. As of the end of fiscal year 2013, the members of the Technology Committee were Mr. Killian (Chairperson), Mr. Hart, and Mr. Silberstein. This committee serves as a liaison between the Board and management with regard to matters related to information technology and information security and to review the practices and key initiatives of the Company related to information technology and information security. During fiscal year 2013, the Technology Committee held four meetings, all of which were separate from regular Board meetings.

(14) Risk Oversight, Governance and Nominating Committee. As of the end of fiscal year 2013, the members of the Risk Oversight, Governance and Nominating Committee (the “Governance Committee”) were Mr. Hart (Chairperson), General Burba, Mr. Jacobs, and Ms. Marshall. This committee is responsible for developing and recommending to the Board of Directors a set of corporate governance principles applicable to us, determining the structure of the Board and its committees, for overseeing the Company’s enterprise risk management process (as described in more detail below), and for identifying, nominating, proposing, and qualifying nominees (including incumbent directors) for open seats on the Board of Directors, based primarily on the following criteria:

•

Experience as a member of senior management or director of a significant business corporation, educational institution, or not-for-profit organization;

•

Particular skills or experience that enhances the overall composition of the Board of Directors;

•

Serves on no more than five other boards of directors of publicly-held corporations; and

•

Serves on no more than three other audit committees of boards of directors of publicly-held corporations.

We do not have a formal diversity policy. However, as part of its evaluation of director candidates and in addition to other standards the committee may deem appropriate from time to time for the overall structure and composition of the Board, the Committee considers whether each candidate, if elected, assists in achieving a mix of board members that represent a diversity of background and experience. Accordingly, the Board seeks members from diverse professional backgrounds who combine a broad spectrum of relevant industry and strategic experience and expertise that, in concert, offer the Company and its shareholders diversity of opinion and insight in the areas most important to us and our corporate mission. The Committee also considers the independence of candidates for director nominees, including the appearance of any conflict in serving as a director. Candidates for director nominees who do not meet all of these criteria may still be considered for nomination to the Board if the Committee believes the candidate will make an exceptional contribution to the Company and its shareholders. In evaluating nominees, the Committee will also take into account the consideration that members of the Board of Directors should collectively possess a broad range of skills, expertise, industry knowledge and other knowledge, business experience and other experience useful to the effective oversight of our business.

The Governance Committee considers candidates for director who are recommended by other members of the Board of Directors and by management, as well as those identified by any outside consultants who are periodically retained by the Committee to assist in identifying possible candidates. The Governance Committee will evaluate potential nominees for open Board positions suggested by shareholders on the same basis as all other potential nominees. Nominations from shareholders for the 2014 annual meeting must be received by the Company on or after April 29, 2014 and on or before May 29, 2014. To recommend a potential nominee, you may send a letter to the Corporate Secretary, Global Payments Inc., 10 Glenlake Parkway, North Tower, Atlanta, Georgia, 30328-3473. Such letter should include the following information:

•

Name and address of the shareholder making the recommendation, as it appears on our books and records;

•

Number of shares of our capital stock that are owned by such shareholder;

•

Name, age, business and residential address, educational background, current principal occupation or employment, and principal occupation or employment for the preceding five full fiscal years of the individual recommended for consideration as a director nominee;

•

All other information relating to the recommended candidate that would be required to be disclosed in solicitations of proxies for the election of directors or is otherwise required, in each case pursuant to Regulation 14A under the Exchange Act, including the recommended candidate’s written consent to being named in the proxy statement as a nominee and to serving as a director if approved by the Board of Directors and elected; and

•

A written statement from the shareholder making the recommendation stating why such recommended candidate meets our criteria and would be able to fulfill the duties of a director.

Members of the Governance Committee must discuss and evaluate possible candidates prior to recommending them to the Board. This committee held five meetings during fiscal year 2013.

(15) Majority Voting. Our bylaws provide that in an uncontested election of directors (i.e., an election where the only nominees are those recommended by the Board), any nominee for director who receives a greater number of votes “withheld” from his or her election (excluding broker and nominee non-votes) than votes “for” his or her election will be required to promptly tender his or her resignation to the Board following certification of the shareholder vote in accordance with the Director Code of Conduct and Ethics.

The Governance Committee will promptly consider any resignation submitted by a director in accordance with the foregoing paragraph and the Governance Committee will recommend to the Board whether to accept or reject the tendered resignation, or whether other action should be taken. In considering whether to accept or reject the tendered resignation, the Governance Committee will consider all factors deemed relevant by the members of the Governance Committee including, without limitation, the stated reasons why shareholders “withheld” votes for election from such director, the length of service and qualifications of the director whose resignation has been tendered, the director’s contributions to the Company, and the Company’s Corporate Governance Guidelines.

The Board will act on the Governance Committee’s recommendation and publicly disclose its decision within 90 days from the date of the certification of the election results. In considering the Governance Committee’s recommendation, the Board will consider the factors considered by the Governance Committee and such additional information and factors the Board believes to be relevant. Following the Board’s decision on the Governance Committee’s recommendation, the Company will promptly publicly disclose the Board’s decision whether to accept the resignation as tendered (providing an explanation of the process by which the decision was reached and, if applicable, the reasons for rejecting the tendered resignation) in a Form 8-K filed with the SEC. Any director who tenders his or her resignation pursuant to this provision will not participate in the Governance Committee’s or the Board’s recommendation or decision, or any deliberations related thereto.

(16) Role in Risk Oversight by the Board of Directors. Managing risk is an ongoing process inherent in all decisions made by management. The Board of Directors discusses risk throughout the year, particularly at Board and Committee meetings when specific actions are considered for approval. The Board of Directors has ultimate responsibility to oversee risk which they accomplish through the management reporting process. The Company has created an enterprise risk management (“ERM”) program and the Governance Committee has been appointed by our Board of Directors to coordinate the oversight of the ERM program by the Board. In connection with the Company’s ERM, the Company has hired a Senior Vice President for Enterprise Risk Management who, in connection with the management risk committee (which is comprised of the senior management of the Company), is responsible for identifying, assessing, prioritizing, and mitigating the material risks affecting the Company including monitoring the business environment for changes in and emergence of significant risks.

The Company also has an internal audit department, which has responsibility for providing an independent risk assessment and an assessment of the effectiveness of the risk mitigation activities developed by management. The Audit Committee directly provides oversight of risks related to the integrity of the consolidated financial statements, internal control over financial reporting, and the internal audit function. The Compensation Committee oversees the management of risks related to management succession planning and the Company’s executive compensation program, including an annual review and risk assessment of the Company’s compensation policies and practices and monitoring of the independence of our compensation consultant.

(17) Communications from Security Holders. Any security holder may contact any member of the Board of Directors by directing such communication to such Board member in care of the Corporate Secretary at our address (10 Glenlake Parkway, North Tower, Atlanta, Georgia 30328-3473). Any correspondence received by the Corporate Secretary in accordance with the foregoing sentence shall be forwarded to the applicable Board member.

(18) Attendance at Annual Meeting. All directors are expected to attend our annual meeting of shareholders. Each of the members of our Board of Directors attended our fiscal year 2012 annual shareholder meeting in person.

(19) Director Retirements. General Burba and Mr. Killian are retiring at the end of their current term as directors and not standing for re-election.

PROPOSAL TWO:

ADVISORY VOTE ON THE COMPENSATION OF

OUR NAMED EXECUTIVE OFFICERS

In accordance with Section 14A of the Exchange Act, the Board of Directors is asking shareholders to approve an advisory resolution on executive compensation. The advisory vote is a non-binding vote on the compensation of the Company’s Named Executive Officers. The vote is not intended to address any specific item of compensation, but rather the overall compensation of our Named Executive Officers and the philosophy, policies and practices described in this proxy statement. The text of the resolution is as follows:

Resolved, that the shareholders of Global Payments Inc. hereby APPROVE, on an advisory basis, the compensation of the Company’s Named Executive Officers as disclosed in the proxy statement for the Company’s 2013 annual meeting of shareholders pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis section, the Summary Compensation Table, and related compensation tables and narrative discussion.

The Company urges you to read the Compensation Discussion and Analysis in this proxy statement, which discusses how our compensation policies and procedures implement our compensation philosophy. You should also read the Summary Compensation Table and other related compensation tables and narrative disclosure which provide additional details about the compensation of the executive officers in fiscal year 2013 whose compensation is disclosed in this proxy statement. We have designed our compensation and benefits program and philosophy to attract, retain and motivate talented, qualified and committed executive officers who share our philosophy and desire to work toward the Company’s goals. We believe that our executive compensation program aligns individual compensation with the short-term and long-term performance of the Company in ways such as the following:

•

Pay opportunities are appropriate to the size of the Company when compared to peer companies

•

The pay program is heavily performance-based using multiple measures which are fully disclosed in the proxy statement

•

Long-term incentives are linked to shareholders through performance shares that change in value as stock price changes

•

There has been no backdating or re-pricing of stock options

•

Perquisites are a minor part of our compensation program

•

Our insider trading policy prohibits directors and employees from engaging in any transaction in which they profit if the value of the Company’s common stock falls

•

Executives are subject to stock ownership guidelines

•

Change-in-control agreements are double trigger, and new arrangements (those entered in to after April 1, 2010) do not contain provisions offering excise tax gross-ups

•

The Committee engages an independent compensation consultant

The vote regarding the compensation of the Named Executive Officers described in this Proposal No. 2, referred to as a “say-on-pay advisory vote,” is advisory, and is, therefore, not binding on the Company or the Board of Directors. Although non-binding, the Board of Directors values the opinions that shareholders express in their votes and will review the voting results and take them into consideration when making future decisions regarding our executive compensation programs as they deem appropriate.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE

“FOR” THE APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF OUR

NAMED EXECUTIVE OFFICERS, AS DISCLOSED IN THIS PROXY STATEMENT.

PROPOSAL THREE:

RATIFICATION OF THE REAPPOINTMENT OF AUDITORS

A.	Deloitte & Touche LLP

The Audit Committee recommends, and the Board of Directors selects, independent public accountants for the Company. The Audit Committee has recommended that Deloitte & Touche LLP, or Deloitte, who served during the fiscal year ended May 31, 2013, be selected for the fiscal year ending May 31, 2014, and the Board has approved the selection. Unless a shareholder directs otherwise, proxies will be voted for the approval of the ratification of Deloitte as independent public accountants for fiscal year ending May 31, 2014. If the appointment of Deloitte is not ratified by the shareholders, the Board will consider the selection of other independent public accountants for 2014.

A representative of Deloitte will be present at the 2013 annual meeting. The representative will be given the opportunity to make a statement, if he or she desires to do so, and will be available to respond to appropriate questions from shareholders.

B.	Audit Fees

The aggregate fees billed by Deloitte for professional services rendered for the audit of our annual financial statements and the reviews of the financial statements included in our quarterly reports on Form 10-Q or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements were $3,268,785 for fiscal year 2013 and $2,925,234 for fiscal year 2012.

C.	Audit-Related Fees

Audit-related fees are the fees billed by Deloitte for professional services rendered for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements and are not included under “Audit Fees” disclosed above. There were no audit-related fees billed during fiscal year 2013 or fiscal year 2012.

D.	Tax Fees

The aggregate fees billed by Deloitte for professional services rendered for tax compliance, tax advice, and tax planning services were $334,000 for fiscal year 2013, and $400,000 for fiscal year 2012. In fiscal year 2013, $69,000 of such fees was for tax return preparation and compliance and $265,000 was for tax consulting and advisory services. In fiscal year 2012, $70,000 of such fees was for tax return preparation and compliance and $330,000 was for tax consulting and advisory services.

E.	All Other Fees

Except as described above, there were no other fees billed by Deloitte for professional services in fiscal year 2013 or fiscal year 2012.

F.	Audit Committee Pre-Approval Policies

The Audit Committee must approve any audit services and any permissible non-audit services provided by Deloitte prior to the commencement of the services. In making its pre-approval determination, the Audit Committee considers whether providing the non-audit services is compatible with maintaining the auditor’s independence. To minimize relationships which could appear to impair the objectivity of the independent registered public accounting firm, it is generally the Audit Committee’s practice to restrict the non-audit services that may be provided to us by our independent auditor to audit-related services, tax services and merger and acquisition due diligence and integration services, but other permissible non-audit services are approved on a case by case basis.

The Audit Committee has delegated to the Chair of the Audit Committee the authority to approve non-audit services by the independent registered public accounting firm within the guidelines set forth above, provided that the fees associated with the applicable engagement are not anticipated to exceed $100,000. Any decision by the Chair to pre-approve non-audit services must be presented to the full Audit Committee for ratification at its next scheduled meeting. All of the services described under the headings “Audit Fees,” “Audit-Related Fees,” “Tax Fees,” and “All Other Fees” were approved by the Audit Committee in accordance with the foregoing policy.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE RATIFICATION OF THE

REAPPOINTMENT OF THE INDEPENDENT PUBLIC ACCOUNTANTS.

CERTAIN INFORMATION CONCERNING THE EXECUTIVE OFFICERS

The following table sets forth the names of our executive officers as of May 31, 2013, their ages, their positions with the Company, and their principal occupations and employers for at least the past five years. There are no arrangements or understandings between any of our executive officers and any other person pursuant to which any of them was elected an officer, other than arrangements or understandings with our officers acting solely in their capacities as such. Our executive officers serve at the pleasure of our Board of Directors.


Name	Age	Current Position	Position with Global Payments and Other Principal Business Affiliations
Paul R. Garcia	61	Chairman of the Board of Directors and Chief Executive Officer	Chairman of the Board of Directors (since October 2002); Chief Executive Officer of Global Payments (since February 2001); Chief Executive Officer of NDC eCommerce (July 1999 – January 2001); President and Chief Executive Officer of Productivity Point International (March 1997 – September 1998); Group President of First Data Card Services (1995 – 1997); Chief Executive Officer of National Bancard Corporation (NaBANCO) (1989 – 1995).

Jeffrey S. Sloan	46	President	President, Global Payments Inc. (since June 2010); Partner, Goldman Sachs Group, Inc. (1) (December 2004 – May 2010) heading the Financial Technology Group in New York and focused on mergers and acquisitions and corporate finance; Managing Director, Goldman Sachs Group, Inc. (December 2001 – November 2004); Vice President, Goldman Sachs Group, Inc. (September 1998 – November 2001).

David E. Mangum	47	Senior Executive Vice President and Chief Financial Officer	Senior Executive Vice President and Chief Financial Officer (since August 2011) of Global Payments; Executive Vice President and Chief Financial Officer (November 2008 – August 2011) of Global Payments; Executive Vice President of Fiserv Corp. (2), which acquired CheckFree Corporation in December 2007, (December 2007 – April 2008 as an employee and then as a consultant until August 2008) leading the integration of the CheckFree acquisition; Executive Vice President and Chief Financial Officer of CheckFree Corporation (July 2000 to December 2007); Senior Vice President, Finance and Accounting of CheckFree Corporation (September 1999 – June 2000); Vice President, Finance and Administration, Managed Systems Division for Sterling Commerce, Inc. (July 1998 – September 1999).

Morgan M. Schuessler	43	President –International	President – International (since August 2012); Executive Vice President and Chief Administrative Officer (since November 2008) of Global Payments; Executive Vice President, Human Resources and Corporate Communications of Global Payments (June 2007 – November 2008); Senior Vice President, Human Resources and Corporate Communications of Global Payments (June 2006 –


Name	Age	Current Position	Position with Global Payments and Other Principal Business Affiliations
			June 2007); Senior Vice President, Marketing and Corporate Communications of Global Payments (October 2005 – June 2006); Vice President, Global Purchasing Solutions of American Express Company (February 2002 – February 2005).

Suellyn P. Tornay	53	Executive Vice President and General Counsel	Executive Vice President (since June 2004) and General Counsel for the Company (since February 2001); Interim General Counsel for National Data Corporation (1999 – 2001); Group General Counsel, eCommerce Division of National Data Corporation (1996 – 1999); Senior Attorney, eCommerce Division of National Data Corporation (1987 – 1995); Associate at Powell, Goldstein, Frazer, & Murphy (1985 – 1987).

Daniel C. O’Keefe	47	Senior Vice President and Chief Accounting Officer	Senior Vice President and Chief Accounting Officer of the Company (since August 2008); Vice President, Accounting Policy of the Company (April 2008-August 2008); Vice President and Chief Accounting Officer of Ocwen Financial Corporation (November 2006-April 2008); Vice President, Business Management of RBS Lynk (February 2005-October 2006); Assistant Controller, External Reporting of Beazer Homes USA, Inc. (November 2002-February 2005).

Note 1:

Investment banking firm

Note 2:

Provider of financial services technology

COMMON STOCK OWNERSHIP OF MANAGEMENT

The following table sets forth information as of September 11, 2013 with respect to the beneficial ownership of the Company’s Common Stock by the nominees to the Board, by the directors of the Company, by each of the persons named in the Summary Compensation Table, and by the 15 persons, as a group, who were directors and/or executive officers of the Company on September 11, 2013.

Except as explained in the footnotes below, the named persons have sole voting and investment power with regard to the shares shown as beneficially owned by them.


Name and Address of Beneficial Owner (1)	Amount and Nature of Beneficial Ownership			Percent of Class (2)
Paul R. Garcia		1,143,244	(3)		1.57	%
Edwin H. Burba, Jr.		42,700	(4)		*
Alex W. Hart		57,112	(5)		*
William I Jacobs		80,450	(6)		*
Raymond L. Killian, Jr.		54,808	(7)		*
Ruth Ann Marshall.		35,804	(8)		*
Alan M. Silberstein		50,408	(9)		*
Michael W. Trapp		38,878	(10)		*
Gerald J. Wilkins		37,297	(11)		*
John M. Partridge		0			*
Jeffrey S. Sloan		86,983	(12)		*
David E. Mangum		106,167	(13)		*
Morgan M. Schuessler		66,924	(14)		*
Suellyn Tornay		114,483	(15)		*
All Directors and Executive Officers as a group		1,928,504	(16)		2.65	%

*	Less than one percent

Note 1:

The address of each of the directors and officers listed is c/o Global Payments Inc., 10 Glenlake Parkway, North Tower, Atlanta, Georgia 30328.

Note 2:

The percentage calculations are based on 72,870,106 shares of Common Stock outstanding on September 11, 2013, plus shares that could be acquired through the exercise of stock options that were exercisable as of September 11, 2013 or will become exercisable within 60 days of September 11, 2013.

Note 3:

This amount includes: (i) 97,845 shares of restricted stock, (ii) options to purchase 571,341 shares which are currently exercisable or will become exercisable within 60 days, (iii) 822 shares held by a grantor retained annuity trust of which Mr. Garcia’s wife is the trustee and of which Mr. Garcia is annuitant, (iv) 17,364 held by a grantor trust for the benefit of Mr. Garcia’s children and grandchildren and of which Mr. Garcia’s spouse is sole trustee, (v) 75,438 held by a grantor retained annuity trust of which Mr. Garcia’s spouse is the sole trustee and Mr. Garcia is the annuitant, and (vi) 140,492 shares held by a family limited partnership of which Mr. Garcia and his spouse are each general partners.

Note 4:

This amount includes options to purchase 28,991 shares which are currently exercisable or will become exercisable within 60 days. All shares are held in a trust of which General Burba and his wife are co-trustees.

Note 5:

This amount includes options to purchase 33,929 shares which are currently exercisable or will become exercisable within 60 days and 1,600 shares held by a trust of which Mr. Hart and his spouse are the trustees and beneficiaries.

Note 6:

This amount includes options to purchase 40,389 shares which are currently exercisable or will become exercisable within 60 days.

Note 7:

This amount includes options to purchase 49,389 shares which are currently exercisable or will become exercisable within 60 days.

Note 8:

This amount includes options to purchase 24,221 shares which are currently exercisable or will become exercisable within 60 days.

Note 9:

This amount includes options to purchase 33,929 shares which are currently exercisable or will become exercisable within 60 days.

Note 10:

This amount includes options to purchase 24,221 shares which are currently exercisable or will become exercisable within 60 days. All shares held outright are held in a trust of which Mr. Trapp and his wife are co-trustees.

Note 11:

This amount includes options to purchase 24,221 shares which are currently exercisable or will become exercisable within 60 days.

Note 12:

This amount includes 37,175 shares of restricted stock over which Mr. Sloan has sole voting power and includes options to purchase 18,750 shares which are currently exercisable or will become exercisable within 60 days.

Note 13:

This amount includes 27,572 shares of restricted stock over which Mr. Mangum has sole voting power and includes options to purchase 43,876 shares which are currently exercisable or will become exercisable within 60 days.

Note 14:

This amount includes 17,265 shares of restricted stock over which Mr. Schuessler currently has sole voting power and options to purchase 33,546 shares which are currently exercisable or will become exercisable within 60 days.

Note 15:

This amount includes 14,809 shares of restricted stock over which Ms. Tornay has sole voting power and includes options to purchase 70,184 shares which are currently exercisable or will become exercisable within 60 days.

Note 16:

This amount includes 1,001,options which are currently exercisable or will become exercisable within 60 days.

COMMON STOCK OWNERSHIP BY CERTAIN OTHER PERSONS

The following table sets forth information as of the date indicated with respect to the only persons who are known by the Company to be the beneficial owners of more than 5% of the outstanding shares of Common Stock.


Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership		Percent of Class as Reflected in the Applicable 13G Filing
T. Rowe Price Associates, Inc. (1) 100 East Pratt Street Baltimore, Maryland 21202		6,084,303		7.7	%

FMR LLC (2) 80 Devonshire Street Boston, MA 02109		4,571,110		5.8	%

Blackrock, Inc. (3) 40 East 52^nd Street New York, New York 10022		4,176,814		5.3	%


Note 1:		This information is contained in a Schedule 13G/A filed by T. Rowe Price Associates, Inc. and T. Rowe Price Mid-Cap Growth Fund, Inc. with the Securities and Exchange Commission on February 6, 2013. T. Rowe Price Associates, Inc. reports sole dispositive power of all shares listed above and sole voting power for 1,125,740 shares, while T. Rowe Price Mid-Cap Growth Fund, Inc. reports sole dispositive power over none of the shares listed above and sole voting power for 2,751,700 shares.
Note 2:		This information is contained in a Schedule 13G filed by FMR LLC with the Securities and Exchange Commission on February 14, 2013. FMR LLC reports sole dispositive power of all shares listed above and sole voting power for all shares listed above.
Note 3:		This information is contained in a Schedule 13G/A filed by Blackrock, Inc. with the Securities and Exchange Commission on February 8, 2013. Blackrock, Inc. reports sole dispositive power of all shares listed above and sole voting power for all shares listed above.

COMPENSATION AND OTHER BENEFITS:

COMPENSATION DISCUSSION AND ANALYSIS

2013 Executive Summary

As discussed in our Management Discussion and Analysis contained in our annual report on Form 10K for fiscal year 2013, we accomplished the following:

•

As a result of the March 2012 processing intrusion event, a significant portion of the Company’s resources were focused on remediating security processes. We successfully regained PCI DSS certification in fiscal 2013.

•

For fiscal year 2013, we achieved growth in revenues of 7.8% and in earnings per share of 3.4%.

•

We completed three acquisitions in fiscal 2013, Accelerated Payment Technologies, the purchase of the remaining 44% ownership interest in our Asia Pacific joint venture, and Banca Civica. Each of these acquisitions will provide further distribution opportunities to grow our Company.

•

We continue to add innovative services providing us the ability to grow our distribution points by offering mobility and other innovative solutions.

Our executive compensation programs are materially aligned with short- and long-term Company performance and these programs include best practices designed to reflect sound corporate governance. They incent and reward our executives for achievement of short-term goals aligned with the fiscal year operating plan (Annual Performance Plan) and achievement of long-term goals measured over a multi-year period (Long-Term Incentive Plan). In support of our long-term goals, we incent and reward our executives with performance-based restricted stock units to be earned based on (1) multiple financial measures (performance shares) and (2) our future 3-year total shareholder return compared to the constituent companies in the S&P 500 (TSR shares). We believe the TSR shares align the interests of executives with those of our shareholders while rewarding for management contributions on a level economic playing field relative to our peer companies.

Our short- and long-term incentive programs are 100% performance-based and our long-term incentives are 100% stock-based, so that the value of the shares earned fluctuates with stock price during the performance and vesting periods. Executives are also subject to stock ownership guidelines, and the shares they are required to hold under that program also fluctuate with stock price.

These performance-based plans support our strategy of facilitating the adoption of, and transition to, card and electronic-based payments by expanding market share in our existing markets through our distribution channels and entry to new markets through acquisitions around the world.

•

In aggregate for fiscal year 2013, the Named Executive Officers (as set forth in Section A below) earned 86% of target for the Annual Performance Plan. These payouts were a result of achieving specific revenue, diluted EPS, and individual goals set in early fiscal year 2013. These performance goals are disclosed later in this Compensation Discussion and Analysis.

•

In aggregate, the Named Executive Officers earned 75.1% of target for the Long-Term Incentive Plan in connection with the performance units based on financial measures. The payouts were a result of achieving specific revenue, diluted EPS and margin goals set in early fiscal year 2013, with time-based vesting over an additional three years. The value of the restricted award made in connection with the payout changes as our stock price changes, thereby aligning executive and shareholder interests. Any payout that may be due pursuant to the TSR shares will not be determined until the end of the three year performance period. These performance goals are fully disclosed later in this Compensation Discussion and Analysis.

•

For fiscal year 2014, the Committee, after considering market data and overall Company performance, did not increase base salaries, target bonus opportunity or target equity awards for the Named Executive Officers.

•

For fiscal year 2014, the Committee has increased the emphasis on TSR shares as a measure of long-term performance. As a result of this change, TSR will be weighted at 40% of the total LTI grant or two times that of any other single measure such as EPS, revenue and operating margin.

•

For fiscal year 2014, the Committee has implemented a clawback policy as described in section L. In addition, we have strengthened our ownership guidelines with a holding requirement as described in section K.

We evaluate our plans every year against various sets of market data to align our pay practices with performance. The following contains additional detail regarding our executive pay program.

A.	Introduction

In the paragraphs that follow, we provide an overview and analysis of our compensation program and policies, the material compensation decisions we have made under those programs and policies, and the material factors that we considered in making those decisions. Following this section is a series of tables containing specific information about the compensation earned or paid in fiscal year 2013 to the following individuals, to whom we refer as our “Named Executive Officers” or “NEOs” for the purposes of this proxy statement.

Paul R. Garcia—Chairman and Chief Executive Officer

Jeffrey S. Sloan—President

David E. Mangum—Senior Executive Vice President and Chief Financial Officer

Morgan M. Schuessler—President, International

Suellyn P. Tornay—Executive Vice President and General Counsel

The discussion below is intended to explain the detailed information provided in the tables contained in this section and to put that information into context within our overall compensation program.

B.	Objectives of Compensation Policies

We design our compensation program with a view to retaining and attracting executive leadership of a caliber and level of experience necessary to manage our complex, growth-oriented, and global businesses. Our objective is to have a compensation program that will allow us to:

•

Support the financial and business objectives of the organization;

•

Attract, motivate, and retain highly qualified executives;

•

Create an environment where performance is expected and rewarded;

•

Deliver an externally competitive total compensation structure; and

•

Align the interests of our executives with our shareholders.

In order to do this effectively, our program must:

•

Provide our executives with total compensation opportunities at levels that are competitive for comparable positions;

•

Provide variable, at-risk incentive award opportunities that are only payable if specific goals are achieved;

•

Provide significant upside opportunities for better-than-expected performance; and

•

Align our executives’ interests with those of our shareholders by making stock-based incentives a core element of our executives’ compensation.

C.	Role of the Independent Compensation Consultant

The Compensation Committee retained an independent compensation consultant from Meridian Compensation Partners, LLC during fiscal year 2013 and assessed Meridian’s independence and whether its work raised any conflict of interest, taking into consideration the independence factors set forth in applicable SEC rules. The consultant takes guidance from and reports directly to the Compensation Committee. The consultant advises the Compensation Committee on current and future trends and issues in executive compensation and on the competitiveness of the compensation structure and levels of our executives, including the Named Executive Officers. At the request of the Committee and to provide context for the Committee’s compensation decisions made for fiscal year 2013, the consultant performed the following services for the Committee late in fiscal year 2012:

•

Conducted a market review and analysis for the Named Executive Officers to determine whether their total targeted compensation opportunities were competitive with positions of a similar scope in similarly sized companies in similar industries;

•

Conducted pay and performance relationship analyses to evaluate the correlation of prior year Company performance and pay levels to those of the peer group companies;

•

Prepared tally sheets on the Named Executive Officers to allow the Compensation Committee to review the total wealth accumulated during each executive’s tenure with the Company and to assess its reasonableness, and to show the impact to the Company of a termination event by an executive or upon a change in control; and

•

Attended Committee meeting(s) to discuss these items with the Committee in early fiscal year 2013.

The same individual consultant was retained throughout the year. Meridian performed no services for the Company which were not executive or director compensation related during fiscal year 2013.

The tally sheets referred to above allowed the Committee to assess the impact of compensation decisions over time. The Committee did not deem any changes to be necessary to the compensation program as the result of its review of the information contained in such tally sheets.

D.	Market Data

We consider the compensation levels, programs, and practices of certain other companies to assist us in setting our executive compensation so that it is market competitive. For fiscal year 2013, the peer group listed below was utilized for this purpose. The companies were chosen because each is in the transaction processing or data services business and is publicly traded, and because at the time the peer group was constructed, our revenues fell near the median of the group as a whole. We compete for talent with these peer companies.

Acxiom

Alliance Data Systems

Broadridge Financial Solutions

Convergys Corporation

CSG Systems International

Equifax

Euronet Worldwide

Fair Isaac Corporation

Fidelity National Info Services

Global Cash Access Holdings

Heartland Payment Systems

Moneygram International

Paychex

Total System Services

The Compensation Committee periodically reviews and updates the list of companies comprising the peer group to ensure it provides an appropriate marketplace focus. However, no changes were made to the list in FY2013.

Before the Compensation Committee met in executive session to set fiscal year 2013 compensation, the independent consultant collected and analyzed comprehensive market data for its use. The consultant presented market figures representing the size-adjusted median of the market for base salary, target short-term incentive opportunity and long-term incentive opportunity. The consultant used peer group proxy data as the primary data source and supplemented it as necessary with general industry information from an executive compensation database maintained by Aon Hewitt. The Committee reviewed the data for each of the Named Executive Officers for the different elements of compensation and then made individual compensation decisions, taking into consideration such factors as performance, retention, internal equity, individual development, and succession planning. Given that, some actual pay opportunities for our executives are higher than the size-adjusted market median and some are lower.

E.	How Decisions Are Made and the Role of Executive Officers

Our Chief Executive Officer (Paul R. Garcia), with the assistance of our human resources department, developed compensation recommendations for the executive officers who report directly to him (including the Named Executive Officers) based upon market data supplied by the independent consultant, the Company’s performance relative to goals approved by the Compensation Committee, individual performance versus personal objectives, and other individual contributions to the Company’s performance. The Compensation Committee decided on all aspects of Mr. Garcia’s compensation and Mr. Garcia did not determine his own compensation. The Compensation Committee reviewed and approved all compensation elements for the Named Executive Officers and set the compensation of the CEO after reviewing market information provided by its consultant.

F.	2012 Shareholder Say-on-Pay Vote and Compensation Actions Taken

At last year’s annual meeting of shareholders, approximately 96% of the shares voted were cast in support of the compensation of the Company’s Named Executive Officers, as discussed and disclosed in the 2012 Proxy Statement. The Compensation Committee viewed the results of this vote as significant support for our executive compensation program. No changes to our fiscal year 2013 program were made specifically as a result of this vote. The Committee continued to emphasize the importance of linking pay to performance.

G.	Overview of Executive Compensation Program Elements

The following elements comprise our compensation program for executives:

•

base salary,

•

short-term incentives,

•

long-term incentives, and

•

other benefits, including limited perquisites and a nonqualified deferred compensation plan.

To provide flexibility in using the different elements of compensation from year to year, the Compensation Committee’s policy with regard to the allocation of the major elements of compensation, including base salary, short-term incentives, and long-term incentives is to approximate the mix of pay inherent in the size-adjusted median market data provided by its consultant. The following executive pay at target levels was set by the Compensation Committee for fiscal year 2013:


Name	Base salary		Cash Incentive		Performance Shares (Financial Performance) (#)		Performance Shares (Relative TSR) (#)
Paul Garcia	$	1,000,000	$	1,500,000		76,331		25,444
Jeffrey Sloan	$	618,000	$	618,000		25,195		8,399
David Mangum	$	530,000	$	450,500		21,945		7,315
Morgan Schuessler	$	425,000	$	318,750		14,427		4,809
Suellyn Tornay	$	387,000	$	232,200		11,450		3,817

When the Committee established the diluted EPS goals for the annual performance and performance unit plans that are described throughout this narrative, it took into account the relationship between additional earnings and the incremental short-term incentive and performance unit payouts that would be earned as a result of the executives reaching their goals. This maintains equilibrium between shareholder reward and executive reward between the target and maximum goal levels.

(1) Base Salary. Base salary provides our executive officers with a level of compensation consistent with their skills, responsibilities, experience and performance in relation to comparable positions in the marketplace. Base salary is the one fixed component of our executives’ compensation. The Compensation Committee reviews the base salaries of our executive officers annually. None of the Named Executive Officers, except for Mr. Schuessler, received a base salary increase for fiscal year 2013. In connection with his promotion to President, International, Mr. Schuessler received an increase of 21% to $425,000 from $350,000 for fiscal year 2013.

(2) Short-Term Incentives. We provide our Named Executive Officers with short-term incentive opportunities to motivate and reward them for the achievement of the Company’s defined business goals and objectives and to reward individual performance. Our short-term incentive program is described below under the heading “Annual Performance Plan”

(a) Annual Performance Plan. The annual performance plan provides an opportunity for executives to earn variable at-risk cash compensation. The annual performance plan is a subplan of our 2011 Incentive Plan, and is designed to allow annual incentive awards that are fully deductible by the Company under Section 162(m) of the Internal Revenue Code (which we refer to as the Code). Under this plan, the threshold performance goal for each plan year is that we achieve positive operating income, as reflected in our consolidated statements of income and filed with our Form 10-K for such fiscal year, except that for the purpose of the annual performance plan, operating income will be rounded up or down to the nearest whole million dollar level and will exclude the impact of restructuring, acquisition-related intangible amortization expense,

foreign exchange, and other non-recurring charges. We refer to this performance goal as “Threshold Operating Income Performance.” In any year in which Threshold Operating Income Performance is achieved, the plan establishes an individual award limit for each participant which will be that person’s award unless the Compensation Committee uses its discretion to pay a lesser amount, which it is expected to do. To guide it in exercising such discretion, the Compensation Committee establishes intermediate performance metrics and their respective weightings, and intermediate award opportunity ranges, as it deems appropriate to encourage and reward particular areas of performance, as discussed below.

In early fiscal year 2013, the Compensation Committee approved the target award opportunities for each of our Named Executive Officers, expressed as a percentage of base salary. Based on the review of the market data, the Compensation Committee set the target bonus opportunities for fiscal year 2013 as follows: Mr. Garcia-$1,500,000 or 150% of his base salary, Mr. Sloan-$618,000 or 100% of his base salary, Mr. Mangum-$450,500 or 85% of his base salary, Mr. Schuessler-$318,750 or 75% of his base salary, and Ms. Tornay-$232,200 or 60% of her base salary.

Also in early fiscal year 2013, the Compensation Committee approved the three weighted performance metrics under the annual performance plan. There were two Company objectives—diluted EPS and revenue, and a set of individual objectives that varied from person to person. The rationale for using each component in the plan is outlined in the following table:


Metric	Definition	Rationale for Use
Diluted EPS	GAAP diluted earnings per share, excluding the impact of restructuring, acquisition-related intangible amortization expense, foreign exchange, and other non-recurring charges.	Earnings per share most closely aligns the performance of executives to the interests of shareholders, given that it is the primary metric we use to evaluate new business opportunities as well as the performance of existing operations.

Revenue	GAAP revenue, excluding the impact of restructuring, acquisition-related intangible amortization expense, foreign exchange, and other non-recurring charges.	Revenue demonstrates our performance in further penetrating our global footprint and executing against our market opportunities.

Individual Objectives	Objectives differ by executive.	Individual objectives promote accountability for personal performance regarding areas under the executive’s responsibility.

The three parts of the annual performance plan were calculated separately. The target opportunity was allocated among the three elements based upon the table below.


Name	Diluted EPS			Revenue			Individual Objectives
Paul Garcia		50	%		30	%		20	%
All other NEOs		40	%		30	%		30	%

The range of possible payouts for each performance measure varied by person, by measure and in total as shown in the tables below. Each executive could earn up to 100% of the individual objectives component. For each of the corporate components, Mr. Garcia could earn up to 225%, Mr. Sloan and Mr. Mangum could earn up to approximately 215%, and Mr. Schuessler and Ms. Tornay could earn up to 200%. Once calculated, all cash incentive payments (also referred to as bonus payments in this narrative) are totaled and then rounded to the nearest dollar.

For Mr. Garcia:


Degree of Performance Attainment	Diluted EPS Weighted 50%			Revenue Weighted 30%			Individual Objectives Weighted 20%			Total Opportunity
Maximum		225	%		225	%		100	%		200	%
Target		100	%		100	%		100	%		100	%
Threshold		50	%		50	%		0	%		40	%
Below Threshold		0	%		0	%		0	%		0	%

For Mr. Sloan and Mr. Mangum:


Degree of Performance Attainment	Diluted EPS Weighted 40%			Revenue Weighted 30%			Individual Objectives Weighted 30%			Total Opportunity
Maximum		215	%		215	%		100	%		180	%
Target		100	%		100	%		100	%		100	%
Threshold		50	%		50	%		0	%		35	%
Below Threshold		0	%		0	%		0	%		0	%

For Mr. Schuessler and Ms. Tornay:


Degree of Performance Attainment	Diluted EPS Weighted 40%			Revenue Weighted 30%			Individual Objectives Weighted 30%			Total Opportunity
Maximum		200	%		200	%		100	%		170	%
Target		100	%		100	%		100	%		100	%
Threshold		50	%		50	%		0	%		35	%
Below Threshold		0	%		0	%		0	%		0	%

For example, an executive eligible for the plan described in the table immediately above with a base salary of $200,000 per year and a target bonus of 50% of his base salary would have a target bonus of $100,000. Based upon the relative weighting set forth in the table above, the target bonus would be apportioned $40,000 for diluted EPS results (40%), $30,000 for revenue results (30%), and $30,000 for individual objectives (30%). The executive’s target diluted EPS cash incentive was $40,000, so he could earn from zero to 200% (or from $0 to $80,000) for this portion of the bonus. The executive’s target revenue bonus was $30,000, so he could earn from zero to 200% (or from $0 to $60,000) for this portion of the bonus. Finally, the executive’s target bonus for individual goals was $30,000, so he could earn from zero to 100% (or from $0 to $30,000) for performance against individual goals. The total payout opportunity in this example is from 0% to 170% (or from $0 to $170,000).

(i) Diluted EPS Payout

The following table contains the range of diluted EPS goals for fiscal year 2013 and the applicable payout percentages. The diluted EPS goal excludes the impact of restructuring, acquisition-related intangible amortization expense, foreign exchange, and other non-recurring charges and includes the Accelerated Payment Technologies, Asia Pacific joint venture and Banca Civica acquisitions.


Degree of Performance Attainment	Diluted EPS	Percentage of bonus opportunity apportioned to Diluted EPS
Degree of Performance Attainment	Diluted EPS	Garcia			Sloan and Mangum			Schuessler and Tornay
Maximum	$3.88		225	%		215	%		200	%
Target	$3.67		100	%		100	%		100	%
Threshold	$3.53		50	%		50	%		50	%
Below Threshold	Less than $3.53		0	%		0	%		0	%

The metric at target was established at a level that reflected growth over fiscal year 2012 results. Factoring in the adjustments described above, diluted EPS for fiscal year 2013 was $3.62. Using straight line interpolation, the payout was approximately 82% for all Named Executive Officers of the target amount of the bonus apportioned to diluted EPS results.

(ii) Revenue Payout

The following table contains the range of revenue goals for fiscal year 2012 and the applicable payout percentages. The revenue goal excludes the impact of restructuring, acquisition-related intangible amortization expense, foreign exchange, and other non-recurring charges and includes the Accelerated Payment Technologies, Asia Pacific joint venture and Banca Civica acquisitions.


Degree of Performance Attainment	Revenue (millions)	Percentage of bonus opportunity apportioned to Revenue
Degree of Performance Attainment	Revenue (millions)	Garcia			Sloan and Mangum			Schuessler and Tornay
Maximum	$2,516		225	%		215	%		200	%
Target	$2,406		100	%		100	%		100	%
Threshold	$2,295		50	%		50	%		50	%
Below Threshold	Less than $2,295		0	%		0	%		0	%

The metric at target was established at a level that reflected growth over fiscal year 2012 results. Factoring in the adjustments described above, revenue for fiscal year 2013 was $2,369 million. Using straight line interpolation, the payout was approximately 83% for all Named Executive Officers of the target amount apportioned to revenue results.

(iii) Payout Based upon Individual Performance Objectives

The third component of the bonus payout was based upon individual performance objectives. Each of the executives could earn from zero to 100% of the payout amount allocated to individual performance. Individual performance objectives are established annually in writing. The Compensation Committee and the Lead Director set the individual performance objectives for the CEO, and the CEO approves the individual objectives for the other Named Executive Officers. For fiscal year 2013, each executive had between five and six individual objectives. Each of the executive’s objectives was given a weighting that determined the portion of the individual performance bonus opportunity that was allocated to that objective. For example, more important objectives may comprise 25% of an executive’s opportunity while a less critical objective may comprise 10%. Collectively, all the executive’s objectives totaled 100% of his performance bonus opportunity.

At the end of the year, the CEO reviewed the performance of each Named Executive Officer (other than himself) against his objectives, and determined to what extent each objective was achieved. The percentage achievement was used to determine the payment related to each objective. The Compensation Committee approved the final payments. The Lead Director and the Compensation Committee reviewed Mr. Garcia’s performance against his objectives and determined the amount payable.

The table below highlights the material individual objectives, achievement levels and payout amount for each NEO for fiscal year 2013.


Name	Highlights of Individual Objectives	Assessed Achievement
Paul Garcia	Return to the list of PCI compliant companies, effectively position the Company externally, set the tone for customer and employee engagement, oversee appropriate acquisition initiatives		93	%
Jeffrey Sloan	Return to the list of PCI compliant companies, develop and execute additional market strategies, oversee global support operations and appropriate acquisition initiatives		96	%
David Mangum	Return to the list of PCI compliant companies, effectively manage capital availability, execute data center and network infrastructure improvements, and advance enterprise risk and business continuity plan initiatives		97	%
Morgan Schuessler	Return to the list of PCI compliant companies, develop and execute additional market and cross-regional expansion strategies, and build a high-performing organization		91	%
Suellyn Tornay	Oversee governance-related initiatives focused on compliance, enterprise risk management, and vendor management		92	%

(iv) Summary of the Annual Performance Plan

The following table summarizes the final annual performance incentive plan payouts for each executive based on fiscal year 2013 performance:


Name	Diluted EPS ($)		Revenue ($)		Individual Objectives ($)		Total Payout ($)		Percent of Target Payout (%)
Paul Garcia	$	616,071	$	374,844	$	279,000	$	1,269,915		85	%
Jeffrey Sloan	$	203,057	$	154,436	$	178,448	$	535,941		87	%
David Mangum	$	148,021	$	112,578	$	131,096	$	391,695		87	%
Morgan Schuessler	$	104,732	$	79,654	$	87,258	$	271,644		85	%
Suellyn Tornay	$	76,294	$	58,026	$	64,087	$	198,407		85	%

(b) Discretionary Bonus Awards. The Committee, in its discretion, may from time to time, approve awards for achieving certain accomplishments in addition to an executive’s individual objectives. For fiscal year 2013, the Committee exercised its discretion to award David Mangum with an additional bonus payment of $150,000 for his technology leadership related to the Company’s return to PCI DSS certification.

(3) Long-Term Incentive Program. Each year the Company grants long-term incentive awards, which we refer to as LTIs, to executives and other key employees throughout the Company. All LTI grants were made pursuant to our 2011 Incentive Plan, which was approved by our shareholders. All grants of LTIs to the Named Executive Officers are approved by the Compensation Committee. LTIs align the executives’ interests with those of the shareholders by linking their compensation to stock price. The LTI grants for Named Executive Officers represent pay opportunity for performance at target for Mr. Garcia- $4,444,444 Mr. Sloan- $1,467,000, Mr. Mangum- $1,277,778, Mr. Schuessler- $840,000, and Ms. Tornay- $666,667. Figures in the tables following this CD&A are slightly different as they reflect specific accounting methodologies required for table reporting.

In fiscal year 2013, 100% of the LTIs granted to the executives were in the form of performance-based restricted stock units, with 75% of the LTI value allocated to performance shares (expressed at target) based on financial targets (referred to as performance shares) and 25% allocated to performance shares (expressed at target) based on total shareholder return relative to the companies making up the S&P 500 (referred to as TSR shares). The Compensation Committee implemented an LTI program utilizing two different types of LTI awards in order to incent and reward executives to enhance certain operational metrics (performance shares) as well as to align executive compensation with shareholder return (TSR shares). In determining the use of these plans and the allocation, the Committee took into account competitive market practices of peer group companies, the belief that a blend of equity awards provides both an incentive and retention effect, and the belief that a

use of various LTI awards mitigates compensation risks that may be associated with the use of a single LTI vehicle. The decision to more heavily weight the LTI program to performance shares (75%) over TSR shares (25%) was made by the Compensation Committee in its discretion, with the support of its independent compensation consultant. For fiscal year 2014, the Committee has increased the emphasis on TSR shares so that they will be weighted at 40% of the total LTI grant.

In order to determine the number of performance shares and TSR shares to grant, we established a per share value equal to 100% of the fair market value of a share of our Common Stock on the grant date ($43.67). We then divided the dollar amount of the LTI grant by the per share value ($43.67) to determine the number of performance shares and TSR shares that would be granted at the target level. Any fractional shares were rounded up to the nearest whole share. For example, if an executive’s LTI grant value was $200,000, we would have multiplied $200,000 by 75% to derive the portion of the grant to be allocated to performance shares ($150,000), reserving the remaining 25% of the grant value ($50,000) to be allocated to TSR shares. Then, we would have divided the performance-based restricted stock allocation by the fair market value on the grant date of $43.67. As a result, the executive would have received 3,435 performance shares and 1,145 TSR shares at target level.

(a) Performance-Based Restricted Stock Units (Performance Shares). The amount of performance shares awarded to each NEO at target is allocated equally among three criteria: diluted EPS, revenue, and operating margin results. Performance shares, to the extent earned through 1-year performance, are converted into restricted shares which vest over a 3-year period.

By design, the LTI plan is distinguished from the short-term plan to ensure that our executives are focused on the long-term objectives of our shareholders. The five principal design differences are:

•

Operating margin, which is used only in the LTI plan, is a key component of long-term shareholder value creation and is a driver of stock price performance.

•

Unlike the short-term incentive plan, the LTI plan does not include individual objectives, in order to focus the executives on the overall performance of the Company.

•

Awards earned via the LTI plan are paid in time-based restricted shares which vest over an additional 3-year period, which supports a long-term outlook that reflects and rewards for long-term shareholder value creation.

•

We require executives to hold shares in accordance with ownership guidelines, as described in the section entitled “Target Stock Ownership Guidelines”.

Because of the above factors, the payouts for our executives under the LTI plan and the short-term incentive plan have always been different, ensuring appropriate rewards based on both long-term and short-term results.

The rationale for using each component in the plan is summarized in the following table:


Metric	Definition	Rationale for Use
Diluted EPS	GAAP diluted earnings per share, excluding the impact of restructuring, acquisition-related intangible amortization expense, foreign exchange, and other non-recurring charges.	Earnings per share most closely aligns the performance of executives to the interests of shareholders given it is the primary metric we use to evaluate new business opportunities as well as the performance of existing operations.

Revenue	GAAP revenue, excluding the impact of restructuring, acquisition-related intangible amortization expense, foreign exchange, and other non-recurring charges.	Revenue demonstrates our performance in further penetrating our global footprint and executing against our market opportunities.

Operating Margin	Ratio of operating income to revenue on a cash basis, which excludes the impact of restructuring, acquisition-related intangible amortization expense, foreign exchange, and other non-recurring charges.	We use this measure to assess the quality and efficiency of our operations and as discussed above, to promote a long-term outlook.

The following table summarizes the structure of the grant of performance shares:


Degree of Performance Attainment	% of Target Award Applicable to Diluted EPS Results Earned			% of Target Award Applicable to Revenue Results Earned			% of Target Award Applicable to Operating Margin Results Earned			Total
Maximum		66.66	%		66.66	%		66.67	%		200	%
Target		33.33	%		33.33	%		33.34	%		100	%
Threshold		16.67	%		16.67	%		16.66	%		50	%
Below Threshold		0	%		0	%		0	%		0	%

The following table summarizes the performance units based on financial performance metrics at target granted during fiscal year 2012.


Name	Target Performance Shares Based on Diluted EPS Results		Target Performance Shares Based on Revenue Results		Target Performance Shares Based on Margin Results		Total Performance Shares at Target Opportunity for Fiscal Year 2012
Paul Garcia		25,441		25,441		25,449		76,331
Jeffrey Sloan		8,397		8,397		8,400		25,195
David Mangum		7,314		7,314		7,316		21,945
Morgan Schuessler		4,809		4,809		4,810		14,427
Suellyn Tornay		3,816		3,816		3,817		11,450

Depending on the diluted EPS, revenue and operating margin results, the executives could earn from 0% to 200% of the applicable target amount.

(i) Portion Attributable to Diluted EPS Results

The following table contains the diluted EPS goals and the applicable reward amounts for fiscal year 2012. The diluted EPS goals exclude the impact of restructuring, acquisition-related intangible amortization expense, foreign exchange, and other non-recurring charges and include the Accelerated Payment Technologies, Asia Pacific joint venture and Banca Civica acquisitions.


Degree of Performance Attainment	Diluted EPS	% of Target Award Allocable to Diluted EPS results			% of Total Target Award Applicable to Diluted EPS Results Earned
Maximum	$3.88		200	%		66.66	%
Target	$3.67		100	%		33.33	%
Threshold	$3.53		50	%		16.67	%
Below Threshold	Less than $3.53		0	%		0	%

The metric at target was established at a level that reflected growth over fiscal year 2012 results. Factoring in the adjustments described above, diluted EPS for fiscal 2013 was $3.62. Using straight line interpolation, the payout was approximately 82%.

(ii) Portion Attributable to Revenue Results

The following table contains the revenue goals and the applicable award amounts for fiscal year 2013. The revenue goals exclude the impact of restructuring, acquisition-related intangible amortization expense, foreign exchange, and other non-recurring charges and include the Accelerated Payment Technologies, Asia Pacific joint venture and Banca Civica acquisitions.


Degree of Performance Attainment	Revenue (Millions)	% of Target Award Allocable to Revenue Results			% of Total Target Award Applicable to Revenue Results Earned
Maximum	$2,516		200	%		66.66	%
Target	$2,406		100	%		33.33	%
Threshold	$2,295		50	%		16.67	%
Below Threshold	Less than $2,295		0	%		0	%

The metric at target was established at a level that reflected growth over fiscal year 2012 results. Factoring in the adjustments described above, revenue for fiscal year 2013 was $2,369 million. Using straight line interpolation between goal points, the payout was approximately 83%.

(iii) Portion Attributable to Operating Margin Results

The following table contains the operating margin goals and the applicable award amounts for fiscal year 2013. The operating margin goals exclude the impact of restructuring, acquisition-related intangible amortization expense, foreign exchange, and other non-recurring charges and include the Accelerated Payment Technologies, Asia Pacific joint venture and Banca Civica acquisitions.


Degree of Performance Attainment	Operating Margin	% of Target Award Allocable to Operating Margin Results			% of Total Target Award Applicable to Operating Margin Results Earned
Maximum	23.8%		200	%		66.67	%
Target	21.3%		100	%		33.34	%
Threshold	18.8%		50	%		16.66	%
Below Threshold	Less than 18.8%		0	%		0	%

Factoring in the adjustments described above, operating margin for fiscal 2013 was 19.3%. Using straight line interpolation, the payout was approximately 60%.

(iv) Conversion of Performance Shares into Restricted Stock

Once the results were certified, the Committee determined the number of performance shares earned by each executive, and such shares were converted on a 1-for-1 basis into shares of restricted stock on July 30, 2013. Such shares of restricted stock vest in accordance with the following schedule: 25% vested on July 30, 2013 and the remaining 75% of the shares in three equal installments over the next three years. The following table summarizes the conversion of the performance shares to restricted stock for each executive, which equates to approximately 75.1% of the grant at target for each:


Name	Actual Performance Shares Based on Diluted EPS Results		Actual Performance Shares Based on Revenue Results		Actual Performance Shares Based on Margin Results		Total Actual Performance Shares for Fiscal Year 2012
Paul Garcia		20,898		21,192		15,269		57,359
Jeffrey Sloan		6,898		6,995		5,040		18,933
David Mangum		6,008		6,093		4,390		16,491
Morgan Schuessler		3,950		4,005		2,886		10,841
Suellyn Tornay		3,135		3,179		2,290		8,604

(b) Performance-Based Restricted Stock Units (TSR Shares). Beginning in fiscal year 2012, we replaced the portion of LTI previously granted in stock options with performance-based restricted stock units, to be earned based on our future 3-year total shareholder return compared to the constituent companies in the S&P 500 as of June 1 each year, with 3-year cliff vesting. We refer to these restricted stock units as TSR Shares. The design of the TSR Shares is intended to continue to align the interests of executives with those of our shareholders, while rewarding for management contributions on a level economic playing field relative to our peer companies and enhancing retention capability.

The following table summarizes the structure of the grant of TSR shares:


Percentile in 3-Year TSR vs. Comparator Group	Resulting shares Earned (% of Target)
90^th or above		200	%
70^th		150	%
50^th		100	%
30^th		50	%
< 30th		0	%

Final payout as a percent of target will be determined based on the average of the hypothetical payouts from our cumulative TSR positioning through each of the last four quarters of the performance cycle. For example, for the fiscal year 2013 grants, final payout will be determined based on the average of the payouts related to our relative TSR positioning as of August 31, 2014, November 30, 2014, February 28, 2015 and May 31, 2015.

The following table summarizes the target TSR shares granted during fiscal year 2013.


Name	Target TSR Shares
Paul Garcia		25,444
Jeffrey Sloan		8,399


David Mangum			7,315
Morgan Schuessler			4,809
Suellyn Tornay			3,817

(4) Retirement Benefits. The only retirement benefit provided to all of our executives consists of the Company’s 401(k) plan. We have a pension plan that formerly was available to all employees but was closed to new employees hired after June 1, 1998. Ms. Tornay is the only Named Executive Officer who was hired before such time and, therefore, is the only Named Executive Officer who participates in the pension plan. Additional information regarding the pension plan is contained in the Compensation Tables and Narratives section under the heading “Pension Benefits.”

(5) Other Benefits. The Named Executive Officers are eligible to participate in other health and welfare programs that are available to substantially all full-time salaried employees, including the Company’s 401(k) plan.

Perquisites offered to the Named Executive Officers on an annual basis are financial planning and certain business club dues. These items create taxable income to the executive, which we do not gross up. In addition, we may ask Named Executive Officers and their spouses to participate in President’s Club/Chairman’s Club trips offered as rewards to certain other employees for excellent sales or other performance. Tax rules require that we treat the expenses of spouses as taxable income to the executives. Because spousal participation is at the request of the Company and can be disruptive to other plans they may have, we gross-up that taxable income.

The Named Executive Officers are also eligible to participate in the Company’s Non-Qualified Deferred Compensation Plan, pursuant to which they may elect to defer up to 100% of base salary and other forms of compensation. The Company does not make contributions to the DC Plan. In fiscal year 2013 none of the Named Executive Officers participated in the plan. The section entitled “Nonqualified Deferred Compensation” includes more detail regarding the plan.

(6) 2014 Compensation Decisions. For fiscal year 2014, the Committee, after considering market data and overall Company performance, did not increase base salaries, target bonus opportunity or target equity awards for the Named Executive Officers.

Additionally, while the Committee believes the long-term incentive plan has appropriately rewarded executives for the long-term performance of the Company, it further strengthened the long-term shareholder alignment by increasing the allocation to TSR shares from 25% to 40% of the 2014 Named Executive Officers’ LTI grants.

For fiscal year 2014, the Committee asked its compensation consultant to review the peer group and suggest revisions because the Company’s revenues had grown to exceed the median of its peers. The Committee reviewed and discussed the analysis and approved the following peer group for use in fiscal 2014 and later years:

Acxiom

Alliance Data Systems

Broadridge Financial Solutions

DST Systems

Dun & Bradstreet Equifax

Euronet Worldwide

Fidelity National Info Services

FISERV

Heartland Payment Systems

Henry (Jack) & Associates Mastercard

Paychex

Total System Services

Vantiv

Verifone Systems

Western Union

H.	Employment Agreements

We offer employment agreements to a limited number of key employees, including all of the Named Executive Officers. These employment agreements provide benefits to the Company and, we believe, are necessary in order to retain and attract highly-qualified executives. Each of the Named Executive Officers who is a party to an employment agreement has agreed not to disclose confidential information or compete with us, and not to solicit our customers or recruit our employees, for a period of twenty four months following the termination of his or her employment. In exchange, we offer limited income and benefit protections to the executive. The section entitled “Potential Payments Upon Termination or Change in Control” includes more detail regarding the benefits.

Employment contracts signed prior to April 1, 2010 provide a gross-up for excise taxes that may be due with respect to any change of control provisions. Employment contracts signed after April 1, 2010 do not include such provisions. Also, all new employment agreements contain a term. The section entitled “Potential Payments Upon Termination or Change in Control” includes more detail regarding the employment agreements for the Named Executive Officers.

I.	Policy Regarding Timing of Equity Grants

Our current policy regarding the timing of equity grants, which has been in place for several years, is to make the annual grant to all eligible employees on the next business day following the filing of our annual report on Form 10-K based upon the closing price of the Common Stock on that day.

J.	Anti-Hedging Policy

Our insider trading policy prohibits directors and employees from engaging in any transaction in which they profit if the value of the Company’s Common Stock falls.

K.	Target Stock Ownership Guidelines

The Compensation Committee has implemented stock ownership guidelines for executives and directors. This fosters Common Stock ownership and aligns the interests of our executives with our shareholders. Within five years of the later of (1) June 1, 2007 or (2) the executive’s initial appointment to his or her position, each executive is expected to beneficially own shares valued as a percentage of base salary as follows: CEO—5 times base salary, and the other executives—2 times base salary. Additionally, the Committee has approved a holding requirement that requires executives to hold stock until the executive has met their ownership guidelines.

Within three years of becoming a director, each director should own a number of shares of Company stock valued at least three times the then current annual cash retainer payable to such director.

L.	Clawback Policy

The Compensation Committee has implemented a clawback policy in which it may seek to recoup all or any portion of the value of any annual or long-term incentive awards provided to any current or former executive officers in the event that the Company’s financial statements are restated due to the Company’s material noncompliance with any financial reporting requirement under the securities laws.

M.	Tax Considerations

Section 162(m) of the Code places a limit of $1,000,000 on the amount of compensation that we may deduct in any one year with respect to any one of our Named Executive Officers. However, qualifying performance-based compensation will not be subject to the deduction limit if certain requirements are met. We have designed our incentive programs such that we expect to achieve full deductibility for them. To maintain flexibility in compensating our executives, however, the Compensation Committee reserves the right to use its judgment to authorize compensation payments that may be subject to the limit when the Compensation Committee believes that such payments are appropriate.

COMPENSATION COMMITTEE REPORT

The Compensation Committee has reviewed and discussed the foregoing section entitled “Compensation Discussion and Analysis” with management. Based on such review and discussion, the Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement, which is to be incorporated by reference into our annual report on Form 10-K for fiscal year 2013.

COMPENSATION COMMITTEE

Edwin H. Burba, Jr., Chairperson

Alex W. Hart

William I Jacobs

Raymond L. Killian

Ruth Ann Marshall

COMPENSATION TABLES AND NARRATIVES

A.	Summary Compensation Table

The following table presents certain summary information concerning compensation paid or accrued by the Company for services rendered in all capacities during the fiscal year ended May 31, 2013 (“2013 fiscal year”), during the fiscal year ended May 31, 2012 (“2012 fiscal year”), and during the fiscal year ended May 31, 2011 (“2011 fiscal year”), for (i) the principal executive officer of the Company; (ii) the principal financial officer of the Company, and (iii) each of the three other most highly compensated executive officers of the Company who were acting as executive officers at the end of the last completed fiscal year. The persons referenced in (i) through (iii) above are our “Named Executive Officers.”

SUMMARY COMPENSATION TABLE


Name and Principal Position	FY		Salary ($)		Bonus ($)		Stock Awards ($) (1)			Option Awards ($) (2)		Non-Equity Incentive Plan Comp ($)		Change in Pension Value and Nonqualified Deferred Comp Earnings ($) (3)		All Other Compensation ($)			Total ($)
(a)	(b)		(c)		(d)		(e)			(f)		(g)		(h)		(i)			(j)
Paul Garcia Chairman and Chief Executive Officer		2013	$	1,000,000		—	$	4,544,072			—	$	1,269,915		—	$	34,183	4	$	6,848,170
		2012	$	1,000,000		—	$	4,711,198	5		—	$	1,420,067		—	$	32,905	6	$	7,164,170
		2011	$	1,000,000		—	$	2,916,676		$	663,550	$	1,153,991		—	$	32,467	6	$	5,766,684

Jeffrey Sloan President		2013	$	618,000		—	$	1,499,914			—	$	535,941		—	$	28,885	4	$	2,682,739
		2012	$	618,000		—	$	1,354,495	5		—	$	490,669		—	$	27,778	6	$	2,490,942
		2011	$	600,000		—	$	2,072,000		$	322,011	$	492,019		—	$	2,398,586	6	$	5,884,616

David Mangum Senior Executive Vice President And Chief Financial Officer		2013	$	530,000	$	150,000	$	1,306,407				$	391,695			$	28,424	4	$	2,406,525
		2012	$	530,000		—	$	1,354,495	5		—	$	421,956		—	$	27,993	6	$	2,334,444
		2011	$	450,000	$	94,568	$	750,020		$	170,635	$	325,950		—	$	27,027	6	$	1,818,200


Morgan Schuessler President—International		2013	$	412,500		—	$	858,853				$	271,644			$	38,347	4	$	1,581,344
		2012	$	350,000		—	$	824,512	5		—	$	191,741		—	$	24,973	6	$	1,391,226
		2011	$	340,000		—	$	437,505		$	99,538	$	179,759		—	$	24,571	6	$	1,081,373

Suellyn Tornay Executive Vice President and General Counsel		2013	$	387,000		—	$	681,645				$	198,407		—	$	27,449	4	$	1,294,501
		2012	$	387,000		—	$	706,708				$	215,585	$	47,939	$	24,542		$	1,381,773
		2011	$	375,000	$	75,000	$	458,337		$	104,280	$	215,612	$	25,207	$	26,783		$	1,280,219

Note 1:

The amounts in the Stock Awards column reflect the aggregate grant date fair value of restricted stock and performance unit awards in accordance with FASB ASC Topic 718. The values disclosed are based upon the value of the underlying shares and the probable outcome of performance-based vesting conditions on the grant date, excluding the effect of estimated forfeitures. The maximum grant date fair value of performance unit awards assuming that the highest level of performance conditions was achieved for 2013 are Mr. Garcia—$8,868,674, Mr. Sloan $2,927,382, Mr. Mangum -$2,549,717, Mr. Schuessler- $1,330,367 and Ms. Tornay—$2,927,382; 2012 are Mr. Garcia—$5,000,000, Mr. Sloan and Mr. Mangum -$2,555,639, Mr. Schuessler- $1,555,678 and Ms. Tornay—$767,894; and for 2011 were Mr. Garcia- $5,000,000, Mr. Mangum -$1,500,039, Mr. Schuessler- $885,010 and Ms. Tornay—$916,674.

Note 2:

The amounts in the Option Awards column reflect the aggregate grant date fair value of such awards computed in accordance with FASB ASC 718. Assumptions made in the calculation of these amounts are included in Note 11 to the Company’s audited financial statements for the fiscal year ended May 31, 2013, included in the Company’s annual report on Form 10-K filed with the SEC on July 25, 2013.

Note 3:

All of the Named Executive Officers are eligible to participate in the Global Payments Inc. Non-Qualified Deferred Compensation Plan described below. In fiscal year 2013, no Named Executive Officers participated in such plan. In fiscal year 2012, only Mr. Sloan participated in such plan. Neither Mr. Sloan nor any of the other Named Executive Officers received any interest on deferred compensation at an above-market rate of interest in 2013, 2012 or 2011.

Note 4:

The table below provides additional detail regarding the components of the “All Other Compensation” column for fiscal year 2013.

ALL OTHER COMPENSATION FOR FISCAL YEAR 2013


	Garcia		Sloan		Mangum		Schuessler			Tornay
Defined Contribution Company Match	$	10,200	$	12,000	$	11,015	$	9,346		$	10,040
Financial Planning	$	21,595	$	17,409	$	17,409	$	12,997		$	17,409
Attendance at Company’s President’s Club/Chairman’s Club Award Trip		—	$	1,276		—		—			—
Club Dues	$	2,388		—		—	$	2,460			—
Services Related to a foreign assignment		—		—		—	$	9,079			—
Tax Gross up Payments		—		—		—		4,464	(*)

Total	$	34,183	$	28,885	$	28,424	$	38,347		$	27,449

All amounts in the table above reflect the aggregate incremental cost to the Company of providing the benefit.

The amount included for Mr. Schuessler is related to taxes due on the amount paid related to a foreign assignment.

Note 5:

The stock awards for fiscal year 2012 reported in the proxy statement for the 2012 shareholders’ meeting reported 100% of the face value of the stock awards. The stock awards for fiscal year 2012 reported above have been adjusted to correctly report the value based on the Monte Carlo valuation method (124% of the face value of the stock awards).

Note 6:

Amounts of All Other Compensation reported for fiscal year 2012 and fiscal year 2011 were updated from those amounts reported in the proxy statement for the 2012 shareholders’ meeting to account for adjustments to financial planning costs.

B.	Grants of Plan-Based Awards

The following table sets forth information concerning grants of plan-based awards during the 2013 fiscal year to the Named Executive Officers, all of which were made pursuant to the 2011 Incentive Plan.

GRANTS OF PLAN-BASED AWARDS IN FISCAL YEAR 2013


Name	Grant Date		Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1)						Estimated Future Payouts Under Equity Incentive Plan Awards						Grant Date Fair Value of Stock and Option Awards (4)
			Threshold ($)		Target ($)		Max. ($)		Threshold (#)		Target (#)		Max. (#)		($)
(a)	(b)		(c)		(d)		(e)		(f)		(g)		(h)		(l)
Garcia		7/30/2012	$	600,000	$	1,500,000	$	3,000,000
										38,166		76,331		152,662	$	3,333,375
										12,722		25,444		50,888	$	1,210,697

Sloan		7/30/2012	$	216,300	$	618,000	$	1,112,400
										12,598		25,195		50,390	$	1,100,266
										4,200		8,399		16,798	$	399,648

Mangum		7/30/2012	$	157,675	$	450,500	$	810,900
										10,973		21,945		43,890	$	958,338
										3,658		7,315		14,630	$	348,069

Schuessler		7/30/2012	$	111,563	$	318,750	$	541,875
										5,725		14,427		22,900	$	500,022
										1,909		3,817		7,634	$	181,624

Tornay		7/30/2012	$	81,270	$	232,200	$	394,740
										12,598		11,450		50,390	$	1,100,266
										4,200		3,817		16,798	$	399,648

Note 1:

The amounts contained in columns (c), (d), and (e) reflect the threshold, target and maximum annual incentive opportunities under the Company’s Annual Performance Plan, which are further described in the Compensation Discussion and Analysis section under the sub-heading “Annual Performance Plan.” At the time of the filing of this proxy statement, the actual results were certified, and each of the Named Executive Officers received the following amounts: Mr. Garcia- $1,269,915; Mr. Sloan- $535,941; Mr. Mangum- $391,695; Ms. Tornay- $198,407; and Mr. Schuessler- $271,644. The dollar amounts listed in the foregoing sentence are the amounts that are reflected in the Summary Compensation Table under column (g).

Note 2:

The number of performance-based restricted stock units contained in columns (f), (g), and (h) reflect threshold, target, and maximum award opportunities which are further described in the Compensation Discussion and Analysis section under the sub-heading “Performance-Based Restricted Stock Units (Performance Shares).” As described in the Compensation Discussion and Analysis section, such performance-based restricted stock units were converted into a restricted stock grant based upon achievement of applicable performance metrics. At the time of the filing of this proxy statement, the actual results were certified, and each of the Named Executive Officers received the following restricted stock awards on July 30, 2013: Mr. Garcia- 57,359; Mr. Sloan- 18,933; Mr. Mangum- 16,491; Ms. Tornay- 8,604; and Mr. Schuessler- 10,841. 25% of the restricted shares were paid to the executive immediately, and the remaining 75% of the restricted shares will vest in three equal installments over the next three years.

The grantees did not have the right to vote the underlying shares and dividends were not payable to the grantees with respect to such performance-based restricted stock units, until they were converted into a restricted stock grant after the results for fiscal year 2013 were certified. Once converted, dividends will be paid on such stock at the same rate as all of the Company’s shareholders.

Note 3:

The grantees do not have the right to vote the underlying shares, and dividends are not payable to the grantees with respect to such performance-based restricted stock units, until they are converted into a stock grant at the end of the applicable three year period. Once the stock grant is made, dividends will be paid on such stock at the same rate as all of the Company’s shareholders.

Note 4:

The amounts in column (l) reflect the aggregate grant date fair value of awards computed in accordance with FASB ASC 718, based upon the value of the underlying shares on the grant date and the probable outcome of performance-based vesting conditions on the grant date, excluding the effect of estimated forfeitures.

C.	Outstanding Equity Awards at Fiscal Year End

The following table provides the outstanding equity grants for each Named Executive Officer on May 31, 2013. The table includes outstanding equity grants from past years as well as current-year equity grants. Since the Company has not issued options pursuant to an equity incentive plan referred to in column (d), that column has been eliminated.

OUTSTANDING EQUITY AWARDS AT 2013 FISCAL YEAR-END


	Option Awards								Stock Awards
Name	Number of Securities Underlying Unexercised Options (#) Exercisable (1)		Number of Securities Underlying Unexercised Options (#) Unexercisable (2)		Option Exercise Price ($)		Option Expiration Date		Number of Shares or Units of Stock That Have Not Vested (#) (3)		Market Value of Shares or Units of Stock That Have Not Vested ($) (4)		Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested (#) (5)		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (6)
(a)	(b)		(c)		(e)		(f)		(g)		(h)		(i)		(j)
Paul Garcia										105,766	$	5,072,557		76,331 and 48,430	$	5,983,538
		140,000		0	$	16.905		8/7/2013
		154,000		0	$	23.350		6/1/2014
		180,000		0	$	31.575		7/19/2015
		65,000		0	$	45.860		6/2/2016
		41,544		0	$	37.400		7/31/2017
		39,513		0	$	44.290		7/31/2018
		35,562		11,854	$	42.180		7/29/2019
		29,246		29,245	$	37.400		7/29/2020

Total		684,865		41,099		—		—


Jeffrey Sloan		12,500		12,500	$	41.44		6/1/2020		40,714	$	1,952,643		25,195	$	1,928,136
										40,714	$	1,952,643		25,195	$	1,928,136
Total		12,500		12,500		—		—						and 15,008


David Mangum		20,000		0	$	42.03		11/3/2018		28,979	$	1,163,078		21,945 and 13,924	$	1,720,277
		9,447		3,148	$	42.18		7/29/2019
		7,520		7,521	$	37.40		7/29/2020

Total		36,967		10,669		—		—


Morgan Schuessler		10,000		0	$	45.86		6/2/2016		17,210	$	723,237		14,427 and 8,832	$	922,559
		4,986		0	$	37.40		7/31/2017
		4,940		0	$	44.29		7/31/2018
		5,280		1,759	$	42.18		7/29/2019
		4,388		4,386	$	37.40		7/29/2020

Total		29,594		6,145		—		—


Suellyn Tornay		30,000		0	$	31.58		7/19/2015		16,443	$	788,606		11,450 and 7,265	$	732,206
		12,000		0	$	45.86		6/2/2016
		6,648		0	$	37.40		7/31/2017
		6,492		0	$	44.29		7/31/2018
		6,113		2,038	$	42.18		7/29/2019
		4,596		4,596	$	37.40		7/29/2020

Total		65,849		6,634		—		—

Note 1:

The vesting schedule for the exercisable options reflected in column (b) for each Named Executive Officer is contained in the following tables. Awards were granted under our 2000 Long Term Incentive Plan, as amended and restated (“2000”), or our Amended and Restated 2005 Incentive Plan (“2005”):


Name	Grant Date		Vest Date		Plan		Shares		Price
Garcia, Paul		8/7/2003		8/7/2004		2000		35,000	$	16.91
		8/7/2003		8/7/2005		2000		35,000	$	16.91
		8/7/2003		8/7/2006		2000		35,000	$	16.91
		8/7/2003		8/7/2007		2000		35,000	$	16.91
		6/1/2004		6/1/2005		2000		38,500	$	23.35
		6/1/2004		6/1/2006		2000		38,500	$	23.35
		6/1/2004		6/1/2007		2000		38,500	$	23.35
		6/1/2004		6/1/2008		2000		38,500	$	23.35
		7/19/2005		7/19/2006		2005		45,000	$	31.58
		7/19/2005		7/19/2007		2005		45,000	$	31.58
		7/19/2005		7/19/2008		2005		45,000	$	31.58
		7/19/2005		7/19/2009		2005		45,000	$	31.58
		6/2/2006		6/2/2007		2005		16,250	$	45.86
		6/2/2006		6/2/2008		2005		16,250	$	45.86
		6/2/2006		6/2/2009		2005		16,250	$	45.86
		6/2/2006		6/2/2010		2005		16,250	$	45.86
		7/31/2007		7/31/2008		2005		10,386	$	37.40
		7/31/2007		7/31/2009		2005		10,386	$	37.40
		7/31/2007		7/31/2010		2005		10,386	$	37.40
		7/31/2007		7/31/2011		2005		10,386	$	37.40
		7/31/2008		7/31/2009		2005		9,879	$	44.29
		7/31/2008		7/31/2010		2005		9,878	$	44.29
		7/31/2008		7/31/2011		2005		9,878	$	44.29
		7/31/2008		7/31/2012		2005		9,878	$	44.29
		7/29/2009		7/29/2010		2005		11,854	$	42.18
		7/29/2009		7/29/2011		2005		11,854	$	42.18
		7/29/2009		7/29/2012		2005		11,854	$	42.18
		7/29/2010		7/29/2011		2005		14,623	$	37.40
		7/29/2010		7/29/2012		2005		14,623	$	37.40

Total outstanding options vested on or before 5/31/13								684,865


Name	Grant Date		Vest Date		Plan		Shares		Price
Sloan, Jeffrey		6/1/2010		6/1/2011		2005		6,250	$	41.44
		6/1/2010		6/1/2012		2005		6,250	$	41.44

Total outstanding options vested on or before 5/31/13								12,500


Name	Grant Date		Vest Date		Plan		Shares		Price
Mangum, David		11/3/2008		11/3/2009		2005		5,000	$	42.03
		11/3/2008		11/3/2010		2005		5,000	$	42.03
		11/3/2008		11/3/2011		2005		5,000	$	42.03
		11/3/2008		11/3/2012		2005		5,000	$	42.03
		7/29/2009		7/29/2010		2005		3,149	$	42.18
		7/29/2009		7/29/2011		2005		3,149	$	42.18
		7/29/2009		7/29/2012		2005		3,149	$	42.18
		7/29/2010		7/29/2011		2005		3,760	$	37.40
		7/29/2010		7/29/2012		2005		3,760	$	37.40

Total outstanding options vested on or before 5/31/13								36,967



Name	Grant Date		Vest Date		Plan		Shares		Price
Schuessler, Morgan		6/2/2006		6/2/2007		2005		2,500	$	45.86
		6/2/2006		6/2/2008		2005		2,500	$	45.86
		6/2/2006		6/2/2009		2005		2,500	$	45.86
		6/2/2006		6/2/2010		2005		2,500	$	45.86
		7/31/2007		7/31/2008		2005		1,247	$	37.40
		7/31/2007		7/31/2009		2005		1,247	$	37.40
		7/31/2007		7/31/2010		2005		1,246	$	37.40
		7/31/2007		7/31/2011		2005		1,246	$	37.40
		7/31/2008		7/31/2009		2005		1,235	$	44.29
		7/31/2008		7/31/2010		2005		1,235	$	44.29
		7/31/2008		7/31/2011		2005		1,235	$	44.29
		7/31/2008		7/31/2012		2005		1,235	$	44.29
		7/29/2009		7/29/2010		2005		1,760	$	42.18
		7/29/2009		7/29/2011		2005		1,760	$	42.18
		7/29/2009		7/29/2012		2005		1,760	$	42.18
		7/29/2010		7/29/2011		2005		2,194	$	37.40
		7/29/2010		7/29/2012		2005		2,194	$	37.40

Total outstanding options vested on or before 5/31/13								29,594


Name	Grant Date		Vest Date		Plan		Shares		Price
Tornay, Suellyn		7/19/2005		7/19/2006		2005		7,500	$	31.58
		7/19/2005		7/19/2007		2005		7,500	$	31.58
		7/19/2005		7/19/2008		2005		7,500	$	31.58
		7/19/2005		7/19/2009		2005		7,500	$	31.58
		6/2/2006		6/2/2007		2005		3,000	$	45.86
		6/2/2006		6/2/2008		2005		3,000	$	45.86
		6/2/2006		6/2/2009		2005		3,000	$	45.86
		6/2/2006		6/2/2010		2005		3,000	$	45.86
		7/31/2007		7/31/2008		2005		1,662	$	37.40
		7/31/2007		7/31/2009		2005		1,662	$	37.40
		7/31/2007		7/31/2010		2005		1,662	$	37.40
		7/31/2007		7/31/2011		2005		1,662	$	37.40
		7/31/2008		7/31/2009		2005		1,623	$	44.29
		7/31/2008		7/31/2010		2005		1,623	$	44.29
		7/31/2008		7/31/2011		2005		1,623	$	44.29
		7/31/2008		7/31/2012		2005		1,623	$	44.29
		7/29/2009		7/29/2010		2005		2,038	$	42.18
		7/29/2009		7/29/2011		2005		2,038	$	42.18
		7/29/2009		7/29/2012		2005		2,038	$	42.18
		7/29/2010		7/29/2011		2005		2,298	$	37.40


	7/29/2010	7/29/2012	2005	2,298	$	37.40

Total outstanding options vested on or before 5/31/13				146,665

Note 2:

The vesting schedule for the unexercisable options reflected in column (c) for each Named Executive Officer is contained in the following tables:


Name	Grant Date		Vest Date		Plan		Shares		Price
Garcia, Paul		7/29/2009		7/29/2013		2005		11,854	$	42.18
		7/29/2010		7/29/2013		2005		14,623	$	37.40
		7/29/2010		7/29/2014		2005		14,622	$	37.40

Total outstanding options which were unvested on 5/31/13								41,099


Name	Grant Date		Vest Date		Plan		Shares		Price
Sloan, Jeffrey		6/1/2010		6/1/2013		2005		6,250	$	41.44
		6/1/2010		6/1/2014		2005		6,250	$	41.44

Total outstanding options which were unvested on 5/31/13								12,500


Name	Grant Date		Vest Date		Plan		Shares		Price
Mangum, David		7/29/2009		7/29/2013		2005		3,148	$	42.18
		7/29/2010		7/29/2013		2005		3,760	$	37.40
		7/29/2010		7/29/2014		2005		3,761	$	37.40

Total outstanding options which were unvested on 5/31/13								10,669


Name	Grant Date		Vest Date		Plan		Shares		Price
Schuessler, Morgan		7/29/2009		7/29/2013		2005		1,759	$	42.18
		7/29/2010		7/29/2013		2005		2,193	$	37.40
		7/29/2010		7/29/2014		2005		2,193	$	37.40

Total outstanding options which were unvested on 5/31/13								6,145


Name	Grant Date		Vest Date		Plan		Shares		Price
Tornay, Suellyn		7/29/2009		7/29/2013		2005		2,038	$	42.18
		7/29/2010		7/29/2013		2005		2,298	$	37.40
		7/29/2010		7/29/2014		2005		2,298	$	37.40

Total outstanding options which were unvested on 5/31/13								6,634

Note 3:

The vesting schedule for unvested restricted stock held on May 31, 2013, which is reflected in column (g) for each Named Executive Officer, is contained in the following table:


Name	Grant Date		Plan		Vest Date		Shares
Garcia, Paul		7/29/2009		2005		7/29/2013		14,334
		7/29/2010		2005		7/29/2013		18,389
		7/29/2010		2005		7/29/2014		18,389
		7/26/2011		2005		7/26/2013		18,218
		7/26/2011		2005		7/26/2014		18,218
		7/26/2011		2005		7/26/2015		18,218

								105,766

Sloan, Jeffrey		6/1/2010		2005		6/1/2013		12,500
		6/1/2010		2005		6/1/2014		12,500
		7/26/2011		2005		7/26/2013		5,238
		7/26/2011		2005		7/26/2014		5,238
		7/26/2011		2005		7/26/2015		5,238

								40,714

Mangum, David		7/29/2009		2005		7/29/2013		3,808
		7/29/2010		2005		7/29/2013		4,729
		7/29/2010		2005		7/29/2014		4,729
		7/26/2011		2005		7/26/2013		5,238
		7/26/2011		2005		7/26/2014		5,238
		7/26/2011		2005		7/26/2015		5,238

								28,980

Schuessler, Morgan		7/29/2010		2005		7/29/2013		2,758
		7/29/2010		2005		7/29/2014		2,758
		7/26/2011		2005		7/26/2013		3,188
		7/26/2011		2005		7/26/2014		3,188
		7/26/2011		2005		7/26/2015		3,188

								15,080

Suellyn Tornay		7/29/2009		2005		7/29/2013		2,464
		7/29/2010		2005		7/29/2013		2,890
		7/29/2010		2005		7/29/2014		2,890
		7/26/2011		2005		7/26/2013		2,733
		7/26/2011		2005		7/26/2014		2,733
		7/26/2011		2005		7/26/2015		2,733

								16,443

Note 4:

The market value included in this column is the number of shares contained in column (g) multiplied by Company’s closing stock price on May 31, 2013, which was $47.96.

Note 5:

On July 30, 2012, each Named Executive Officer was granted a target award of performance-based restricted stock units which could be adjusted up or down depending upon the performance of the Company. The adjustment factors are described in the Compensation Discussion and Analysis section under the sub-heading “Performance-Based Restricted Stock Units (Performance Shares).” Also on July 26, 2011 and July 30, 2012, each Named Executive Officer was granted a target award of performance-based restricted stock units which could be adjusted up or down depending upon our future 3-year total shareholder return compared to the constituent companies in the S&P 500 as of June 1, 2011 and June 1, 2012, respectively. For additional details, please see the Compensation Discussion and Analysis section under the sub-heading “Performance-Based Restricted Stock Units (TSR Shares).”

The number shown in this column reflects the total of both such awards, assuming achievement at target levels of performance.

Note 6:

The market value included in this column is the number of shares contained in column (i) multiplied by the Company’s closing stock price on May 31, 2013, which was $47.96.

D.	Options Exercises and Stock Vested

The following table provides information on options exercised and stock awards that vested in fiscal year 2013. The shares shown as acquired on exercise or on vesting represent shares of the Company’s Common Stock.

2013 OPTION EXERCISES AND STOCK VESTED


	Option Awards				Stock Awards
Name	Number of Shares Acquired on Exercise (#)		Value Realized on Exercise ($) (1)		Number of Shares Acquired on Vesting (#)		Value Realized on Vesting ($) (2)
(a)	(b)		(c)		(d)		(e)
Paul Garcia		200,000	$	4,849,000		55,773	$	2,431,965
Jeffrey Sloan		0		0		17,738	$	740,042
David Mangum		0		0		17,524	$	763,331
Morgan Schuessler		0		0		8,678	$	377,982
Suellyn Tornay		0		0		8,880		387,477

Note 1:

Value realized represents the excess of the fair market value of the shares at the time of exercise over the exercise price of the options.

Note 2:

Value realized represents the fair market value of the shares on the vesting date.

E.	Pension Benefits

We maintain a noncontributory defined benefit pension plan covering our United States employees who have met the eligibility provisions, named the “Global Payments Inc. Employees Retirement Plan” or “the Plan.” The Plan was closed to new participants beginning June 1, 1998. Ms. Tornay is the only Named Executive Officer who was hired before June 1, 1998 and, therefore, is the only Named Executive Officer who participates in the Plan. All participants were vested and their years of credited service were frozen on June 1, 1998. Benefits are based on years of service and the ratio of an employee’s compensation during the highest five consecutive years of earnings out of the last ten years of service, divided by his or her Final Average Earnings (as defined below) as of December 31, 1998. Effective May 31, 2004, we modified the Plan to cease benefit accruals for increases in compensation levels.

We calculate the present values shown in the table below using: (i) a 7% discount rate, which is the same discount rates the Company uses for calculations for benefit obligation calculations for financial statement reporting purposes; and (ii) age 65, which is the Plan’s earliest unreduced benefit retirement age based on the participant’s age and service. The present values shown in the table reflect post-retirement mortality, based on RP2000 Combined Mortality Table, the same assumptions used in the calculations for financial statement reporting purposes but do not include an assumption of pre-retirement termination, mortality, or disability.

The Plan provides participants with a monthly life annuity at normal retirement calculated by subtracting (b) from (a), and then multiplying the difference by (c) as defined below where:

(a)

= 1.65% of Final Average Earnings as of December 31, 1998 multiplied by years of credited benefit service (up to a maximum of 35 years).

(b)

= .75% of the participant’s Integration Level (as defined below) multiplied by years of credited benefit service (up to a maximum of 35 years).

(c)

= the ratio of Final Average Earnings as of the earlier of termination of employment or May 31, 2004 to Final Average Earnings as of December 31, 1998.

The monthly benefit will be 1/12th of the amount calculated above.

For purposes of these calculations, “Final Average Earnings” is the average of the participant’s annual earnings for the five consecutive calendar years, or the participant’s period of employment, if shorter, in which the participant had his or her highest annual earnings during the ten calendar years immediately preceding the earlier of (i) May 31, 2004, or (ii) the participant’s normal retirement date. Earnings include all compensation paid to the participant such as base salary or wages, bonuses, and commissions, but they exclude the cost of group insurance premiums we pay, moving expenses, and taxable equity compensation. Annual earnings for purposes of the benefit calculation is limited to $200,000 adjusted for cost of living increases from January 1, 2002, in accordance with Section 401(a)(17) of the Internal Revenue Code.

The “Integration Level” is the lower of the participant’s (1) Three-Year Average Social Security Earnings and (2) Covered Compensation.

“Three-Year Average Social Security Earnings” is the average of the participant’s annual earnings for the last three consecutive calendar years before employment is terminated, or the period of employment, if shorter, provided that each year’s annual earnings cannot exceed the Social Security taxable wage base in effect on the first day of the year.

“Covered Compensation” is the average of the Social Security taxable wage bases for the 35 calendar years ending with the year in which the participant reaches the Social Security normal retirement age. If the participant terminates employment before the Social Security normal retirement age, then, for purposes of computing the participant’s covered compensation for any year, it will be assumed that the Social Security taxable wage base in effect at the beginning of the year will remain the same for all future years.

The following table provides the actuarial present value of each Named Executive Officer’s total accumulated benefit as of May 31, 2013.


Name	Plan Name	Years of Credited Service (#)			Present value of Accumulated Benefit ($)		Payments During Last Fiscal Year
(a)	(b)	(c)			(d)		(e)
Paul Garcia	—		—			—		—
David Mangum	—		—			—		—
Jeffrey Sloan	—		—			—		—
Morgan Schuessler	—		—			—		—
Suellyn Tornay	Global Payments Inc. Employees Retirement Plan		11.58	(1)	$	176,180		0

(1)	Ms. Tornay has 27 actual years of service with the Company but this plan was frozen on June 1, 1998. As a result, the years credited for the pension plan are less than her actual years of service. For more information about the details of the plan, see the narrative above.

F.	Non-Qualified Deferred Compensation Plan

The Named Executive Officers are eligible to participate in the Company’s Non-Qualified Deferred Compensation Plan, or “DC Plan.” No Named Executive Officer participated in the DC plan during fiscal 2013. Pursuant to the DC Plan, participants are permitted to elect to defer up to 100% of base salary and other forms of cash compensation (such as cash incentive bonus). Participant accounts are credited with earnings based on the participant’s investment allocation among a menu of investment options selected by the DC Plan administrator. Participants are 100% vested in the participant deferrals and related earnings. The Company does not make contributions to the DC Plan and does not guarantee any return on participant account balances. Participants may allocate their plan accounts into sub-accounts that are payable upon separation from service or on designated specified dates. Except in the case of death or disability, participants may elect in advance to have their various account balances pay out in a single lump sum or in installments over a period of two to ten years. In the event a participant separates from service by reason of death or disability, the participant or his designated beneficiary will receive the undistributed portion of his or her account balances in a lump-sum payment. Subject to approval by the DC Plan administrator, in the event of an unforeseen financial emergency beyond the participant’s control, a participant may request a withdrawal from an account up to the amount necessary to satisfy the emergency (provided the participant does not have the financial resources to otherwise meet the hardship).

The following table provides information on deferred compensation under the DC Plan for each Named Executive Officer during fiscal 2013.

NON-QUALIFIED DEFERRED COMPENSATION


Name	Executive Contributions in Last FY		Registrant Contributions in Last FY		Aggregate Earnings in Last FY (1)		Aggregate Withdrawals / Distributions		Aggregate Balance at Last FYE (2)
(a)	(b)		(c)		(d)		(e)		(f)
Paul Garcia		—		—		—		—		—
Jeffrey Sloan		—		—	$	13,733.83		—	$	67,871.27
David Mangum		—		—		—		—		—
Morgan Schuessler		—		—		—		—		—
Suellyn Tornay		—		—		—		—		—

Note 1:

Aggregate earnings are not includable in the Summary Compensation Table disclosure above because they were not above-market or preferential earnings.

Note 2:

Amounts set forth in this column include amounts previously reported as salary and non-equity incentive plan compensation in the Summary Compensation Table for 2011.

G.	Consideration of Risk

In 2013 the Committee considered and assessed risk mitigation factors and potential risk aggravators in our compensation program and concluded that our compensation practices are balanced, do not encourage excessive risk taking by our employees, and are not reasonably likely to have a material adverse effect on the Company. There were no material changes to employee compensation plans for fiscal year 2013.

H.	Potential Payments Upon Termination or Change in Control

(1) Summary of Employment Agreements. Each of the Named Executive Officers is a party to an employment agreement with the Company. Mr. Garcia is also a party to a Key Position Agreement. The material terms of all of the aforementioned agreements are summarized below.

(a) Employment Agreements applicable to Mr. Garcia and Ms. Tornay

Mr. Garcia and Ms. Tornay are entitled to a minimum annual salary, subject to yearly review, plus an annual at-risk incentive bonus opportunity, which is determined annually based on a range of specific financial objectives and other objectives reflecting his or her area and scope of responsibility. Each such executive is also entitled to participate in all incentive, savings and welfare benefit plans generally made available to all salaried employees of the Company.

Each such executive has agreed not to disclose confidential information or compete with the Company, and not to solicit the Company’s customers or recruit its employees, for a period of 24 months following the termination of his or her employment.

Each such employment agreement may be terminated by the Company at any time for “cause” or “poor performance” (as defined therein) or for no reason, or by the applicable executive with or without “good reason” (as defined therein). Each employment agreement will also be terminated upon the death, disability or retirement of the executive. Depending on the reason for the termination and when it occurs, the executive will be entitled to certain severance benefits, as described below, which may be delayed for such time as may be necessary to avoid a violation of Code Section 409A.

If, prior to a change in control, the executive’s employment is terminated by the Company without cause (but not for poor performance) or he or she resigns for good reason, the Company will be required to pay such executive’s accrued salary and benefits through the date of termination, plus Mr. Garcia and Ms. Tornay will receive an amount equal to the greater of (i) 50% of his or her target annual bonus for the current year, or (ii) 100% of his or her target annual bonus, prorated through the date of termination and adjusted up or down by reference to year-to-date performance at the date of termination. In addition:

(i)

the executive will receive a lump sum payment equal to 6 months of his or her base salary, payable no less than 6 months after the date of termination, provided that he or she does not violate any of the restrictive covenants in the agreement,

(ii)

for a period of up to 12 additional months (or the earlier of the executive violating any restrictive covenants or the executive becoming employed elsewhere), the Company will continue to pay the executive his or her base salary, and

(iii)

the Company will continue to provide either health insurance coverage or reimbursement pursuant to COBRA for a period of time up to 18 months.

In addition, all of the executive’s restricted stock awards will vest and those stock options that would have vested in the next 24 months will vest and remain exercisable for 90 days after the end of the severance period.

If, prior to a change in control, the executive’s employment is terminated by the Company for poor performance, the Company will be required to pay such executive’s accrued salary and benefits through the date of termination. In addition, the executive may receive 100% of his or her target annual bonus, prorated through the date of termination and adjusted up or down by reference to year-to-date performance at the date of termination. In addition:

(i)

(ii)

for a period of up to 6 additional months, the Company will continue to pay the executive his or her base salary (in the case of each of (i) and (ii), provided the executive does not become employed elsewhere, does not violate any restrictive covenants), and

(iii)

the Company will provide either health insurance coverage or reimbursement pursuant to COBRA for a period of time up to 12 months.

In addition, the executive’s restricted stock awards and stock options that would have vested in the next 24 months will vest and those stock options remain exercisable for 90 days after the end of the severance period.

If, within 36 months after a change in control or in anticipation of a change in control, the executive’s employment is terminated by the Company without cause or such executive resigns for good reason, the Company will be required to pay such executive’s accrued salary and benefits through the date of termination plus 100% of his or her annual bonus opportunity for the current year. In addition:

(i)

(ii)

for a period of up to 18 additional months (or the earlier of the executive violating any restrictive covenants) the Company will continue to pay the executive his or her base salary, and

(iii)

the Company will provide either health insurance coverage or reimbursement pursuant to COBRA for a period of 24 months. In addition, all of the restricted stock awards and stock options of the executive will vest and those stock options will remain exercisable for 90 days after the end of the severance period.

Whether or not a change in control shall have occurred, if the employment of the executive is terminated by reason of his or her death, disability or retirement, such executive will be entitled to receive accrued salary and benefits through the date of termination and any death, disability or retirement benefits that may apply, but no additional severance amount. In addition, if the employment of the executive is terminated by reason of his or her death or disability, all of his or her restricted stock awards and stock options will vest in accordance with the terms of the plan, which is applicable to all employees who participate in the equity incentive plans.

If the Company terminates the executive for cause, or if he or she resigns from the Company without good reason, such executive will be entitled to receive accrued salary and benefits through the date of termination, but no additional severance amount is payable under the terms of the employment agreements.

asset sales or other major business combinations. A restructuring or separation of any line of business of the Company will not, of itself, constitute a change in control. Each of these employment agreements provides that the executive will be entitled to a tax gross-up payment from the Company to cover any excise tax liability such executive may incur as a result of payments or benefits contingent on a change in control, but such gross-up payment will be made only if the after-tax benefit to the executive of such tax gross-up is at least $50,000. If not, the benefits would be reduced to an amount that would not trigger the excise tax.

In addition, each of the agreements contains a waiver provision that provides that the failure of either party to insist, in one or more instances, on performance by the other in strict accordance with the terms and conditions of the agreement shall not be deemed a waiver or relinquishment of any right granted in the agreement or of the future performance of any such term or condition or of any other term or condition of the agreement, unless such waiver is contained in a writing signed by the party making the waiver.

(b) Employment Agreements with Mr. Mangum and Mr. Sloan

Mr. Mangum’s employment agreement was effective on March 1, 2010 and will remain in effect through May 31, 2013, with automatic renewals on a year to year basis unless either party provides notice that there will be no extension. Mr. Sloan’s employment agreement was effective on June 1, 2010 and will remain in effect through May 31, 2013 with automatic renewals on a year to year basis unless either party provides notice that there will be no extension. Pursuant to their agreements, Messrs. Mangum and Sloan are entitled to a minimum annual salary, subject to yearly review, plus an annual at-risk incentive bonus opportunity, which is based on the achievement of financial and performance objectives determined annually by the Compensation Committee. They are also entitled to participate in all incentive, savings and welfare benefit plans generally made available to all salaried employees of the Company.

Messrs. Mangum and Sloan both have agreed not to disclose confidential information and not to solicit the Company’s customers or recruit its employees, for a period of 24 months following the termination of his employment. If the executive’s employment is terminated (other than as a result of the Company failing to extend his employment agreement), he has agreed not to compete with the Company for a period of 24 months or, under certain circumstances, 18 months. The non-compete does not apply if the executive’s employment is terminated as a result of the Company failing to extend his employment agreement.

The employment agreements may be terminated by the Company at any time for “cause” or for no reason, or by the executive with or without “good reason” (as defined therein). The employment agreements will also be terminated upon the executive’s death, disability or retirement. Depending on the reason for the termination and when it occurs, the executive will be entitled to certain severance benefits, as described below, which may be delayed for such time as may be necessary to avoid a violation of Code Section 409A.

If, prior to a change in control or on or after the second anniversary of a change in control, the executive’s employment is terminated by the Company without cause or he resigns for good reason, the Company will be required to pay his accrued salary and benefits through the date of termination plus a pro-rata portion of his annual bonus for the year of termination, based upon actual performance against certified pre-established bonus targets. In addition:

(i)

the Company will continue to pay his base salary for 6 months, or, if such payments are delayed by reason of Code Section 409A, make a lump sum payment equal to 6 months of his base salary on the first day of the seventh month after the date of termination, in each case provided that he does not violate any of the restrictive covenants in the agreement,

(ii)

for a period of up to 12 additional months (or the earlier of the executive becoming employed with a competitor or violating any restrictive covenants) the Company will continue to pay his base salary, and

(iii)

the Company will for a period of up to 12 months pay his COBRA premiums (however, this obligation will cease upon the executive obtaining other employment if health care coverage is provided by the new employer).

All of the executive’s restricted stock awards will vest, and those stock options that would have vested in the next 24 months will vest and remain exercisable for no more than 90 days from the date of termination. His performance-based restricted stock units will remain outstanding, and, after the Compensation Committee certifies the results at the end of the performance cycle in which the date of termination falls, he will receive 50% of the number of shares that vested based on the actual satisfaction of such performance requirements.

If, within 24 months after a change in control, the executive’s employment is terminated by the Company without cause or he resigns for good reason, the Company will be required to pay his accrued salary and benefits through the date of termination. In addition, the Company will pay:

(i)

2 times the amount of his then-current base salary,

(ii)

2 times the amount of his then-current target bonus opportunity, payable on the date that is 9 months and 1 day following the date of termination (in the case of each of (i) and (ii), provided the executive does not violate any restrictive covenants),

(iii)

a pro-rated bonus for the fiscal year in which the termination occurs based on (1) his then-current target bonus opportunity, if the termination date occurs before the end of the fiscal year in which the change of control occurred, or (2) the actual amount earned based on certified results, if the termination date occurs during a fiscal year that began after the change in control occurred, and

(iv)

the Company will continue to provide up to 18 months of reimbursement pursuant to COBRA (however, this obligation will cease upon the executive obtaining other employment if health care coverage is provided by the new employer).

In addition, all of the executive’s restricted stock awards and stock options will vest, and the options will remain exercisable for no more than 90 days from the date of termination. The executive’s performance-based restricted stock units will convert to fully-vested shares of Company Common Stock based upon (i) assumed target performance, if the date of termination occurs before the end of the performance cycle in which the change in control occurs, or (ii) the greater of assumed target performance or actual performance, if the date of termination occurs after the end of the performance cycle in which the change of control occurs, or (iii) actual performance, if the date of termination occurs during a performance cycle that began after the change in control occurred. The executive also will be eligible for comparable benefits if his employment is terminated without cause or he resigns for good reason after a public announcement of a transaction which would lead to a change in control and the transaction closes no later than 9 months and 1 day after his termination of employment.

Whether or not a change in control shall have occurred, if the executive’s employment is terminated by reason of his death, disability or retirement, he will be entitled to receive accrued salary and benefits through the date of termination and any death, disability or retirement benefits that may apply. In addition, all of the executive’s restricted stock awards and stock options will vest. In the case of termination due to retirement, the executive’s performance-based restricted stock units will convert to fully-vested shares of Company Common Stock based on actual performance as certified by the Committee at the end of the performance cycle. In the case of termination due to death or disability, the executive’s performance-based restricted stock units will convert to fully-vested shares of Company Common Stock based upon assumed performance at the target level.

If the Company terminates the executive for cause, or if he resigns from the Company without good reason, he will be entitled to receive accrued salary and benefits through the date of termination, but no additional severance amount is payable under the terms of his employment agreement.

For purposes of the executive’s employment agreement, a change in control of the Company is generally defined as the acquisition by a third party of 35% or more of the voting power of the Company, or the consummation of certain mergers, asset sales or other major business combinations. His employment agreement provides that the executive will be entitled to a tax gross-up payment from the Company to cover any excise tax liability such executive may incur as a result of payments or benefits contingent on a change in control that occurs before the fourth anniversary of the effective date of his employment agreement, but no gross-up payment will be made if a determination is made that the payments required under the agreement are less than 110% of the safe harbor amount, where the safe harbor amount is 2.99 times the executive’s base amount as determined under Code Section 280G(b)(3). If not, the benefits would be reduced to an amount that would not trigger the excise tax.

In addition, the agreement contains a waiver provision that provides that the failure of either party to insist, in one or more instances, on performance by the other in strict accordance with the terms and conditions of the agreement shall not be deemed a waiver or relinquishment of any right granted in the agreement or of the future performance of any such term or condition or of any other term or condition of the agreement, unless such waiver is contained in a writing signed by the party making the waiver.

(c) Employment Agreement applicable to Mr. Schuessler

Mr. Schuessler’s employment agreement will remain in effect through May 31, 2015 with automatic renewals on a year to year basis unless either party provides notice that there will be no extension. Pursuant to his agreement,

Mr. Schuessler is entitled to a minimum annual salary, subject to yearly review, plus an annual at-risk incentive bonus opportunity, which is based on the achievement of financial and performance objectives determined annually by the Compensation Committee. He is also entitled to participate in all incentive, savings and welfare benefit plans generally made available to all salaried employees of the Company.

Mr. Schuessler has agreed not to disclose confidential information or compete with the Company, and not to solicit the Company’s customers or recruit its employees, for a period of 24 months following the termination of his employment.

His employment agreement may be terminated by the Company at any time for “cause” or for no reason, or by him with or without “good reason” (as defined therein). The employment agreement will also be terminated upon the executive’s death, disability or retirement. Depending on the reason for the termination and when it occurs, he will be entitled to certain severance benefits, as described below, which may be delayed for such time as may be necessary to avoid a violation of Code Section 409A.

If, prior to a change in control, the executive’s employment is terminated by the Company without cause or he resigns for good reason, the Company will be required to pay such executive’s accrued salary and benefits through the date of termination, plus a pro-rata portion of his annual bonus for the year of termination, based upon actual performance against certified pre-established bonus targets. In addition:

(i)

the executive will receive a lump sum payment equal to 6 months of his base salary, payable no less than 6 months after the date of termination, provided that he does not violate any of the restrictive covenants in the agreement,

(ii)

for a period of up to 12 additional months (or the earlier of the executive violating any restrictive covenants or becoming employed with a subsequent employer or earning non-employee compensation reasonably anticipated to be more than $100,000 per year), the Company will continue to pay the executive his base salary, and

(iii)

the Company will for a period of up to 18 months pay his COBRA premiums (however, this obligation will cease upon the executive obtaining other employment if health care coverage is provided by the new employer).

In addition, all of the executive’s restricted stock awards will vest, and those stock options that would have vested in the next 24 months will vest and remain exercisable for no more than 90 days from the date of termination. His performance-based restricted stock units will remain outstanding, and, after the Compensation Committee certifies the results at the end of the performance cycle in which the date of termination falls, he will receive 50% of the number of shares that vested based on the actual satisfaction of such performance requirements.

If, within 24 months after a change in control or in anticipation of a change in control, the executive’s employment is terminated by the Company without cause or he resigns for good reason, the Company will be required to pay his accrued salary and benefits through the date of termination. In addition, the Company will pay:

(i)

a lump sum payment equal to 6 months of his base salary, payable no less than 6 months after the date of termination, provided that he does not violate any of the restrictive covenants in the agreement,

(ii)

for a period of up to 18 additional months (or the earlier of the executive violating any restrictive covenants), his base salary,

(iii)

a pro-rated bonus for the fiscal year in which the termination occurs based on the actual amount earned based on certified results, provided that he does not violate any restrictive covenants,

(iv)

and 2 times the amount of his then-current target bonus opportunity, payable on the date that is 9 months and 1 day following the date of termination (provided that the executive does not violate any restrictive covenants), and

(v)

up to 18 months of reimbursement pursuant to COBRA (however, this obligation will cease upon the executive obtaining other employment if health care coverage is provided by the new employer).

In addition, all of the executive’s restricted stock awards and stock options will vest, and the options will remain exercisable for no more than 90 days from the date of termination. His performance-based restricted stock units will remain outstanding, and, after the Compensation Committee certifies the results at the end of the performance cycle in which the date of termination falls, he will receive 100% of the number of shares that vested based on the actual satisfaction of such performance requirements.

For purposes of these employment agreements, a change in control of the Company is generally defined as the acquisition by a third party of 35% or more of the voting power of the Company, or the consummation of certain mergers, asset sales or other major business combinations. A restructuring or separation of any line of business of the Company will not, of itself, constitute a change in control.

In addition, the agreements contains a waiver provision that provides that the failure of either party to insist, in one or more instances, on performance by the other in strict accordance with the terms and conditions of the agreement shall not be deemed a waiver or relinquishment of any right granted in the agreement or of the future performance of any such term or condition or of any other term or condition of the agreement, unless such waiver is contained in a writing signed by the party making the waiver.

(d) Key Position Agreement with Mr. Garcia

Mr. Garcia and the Company entered into a Key Position Agreement on January 6, 2010. Pursuant to such agreement, at any time on or after July 31, 2013, Mr. Garcia (upon one year’s prior notice) can retire from the Company and receive certain benefits in exchange for certain restrictive covenants. He has agreed not to disclose confidential information, not to compete with the Company, not to solicit the Company’s customers, and not to recruit its employees for a period of 4 years following his retirement date. He has also agreed not to sell any of the stock accelerated as a part of the agreement for a period of 1 year after his retirement date. At the end of such one year period, he may only dispose of 25% of the accelerated shares per year, on a cumulative basis. In exchange for abiding by the restrictive covenants set forth above, Mr. Garcia will receive $500,000 per year plus either health insurance coverage or reimbursement pursuant to COBRA for up to 4 years. In addition, all of his restricted stock awards and stock options will vest, and the options will remain exercisable for 5 years. He will also be entitled to receive the restricted stock granted as a result of any performance-based incentive awards issued prior to the retirement date once the results for the applicable year are certified.

(2) Value of Potential Payments upon Termination or Change in Control. The following tables summarize the value of the termination payments and benefits that each of our Named Executive Officers would receive if such executive had terminated employment on May 31, 2013 under the circumstances shown. The amounts shown in the tables do not include payments and benefits to the extent they are provided on a non-discriminatory basis to salaried employees generally upon termination of employment. These include accrued salary and distributions of plan balances under our tax-qualified 401(k) plan. A termination of employment due to death or disability does entitle the executive to an acceleration of all of his outstanding stock and options, but since that is a provision of the incentive plans, the Named Executive Officers would not be entitled to any payments or benefits that are not available to salaried employees generally who are also participants in the plans. For the purposes of the tables below, we have assumed that the price of the Company’s stock was the closing price on the first business day after May 31, 2013, which was $47.96.

Paul Garcia


Type of Payment	Termination by the Company other than for Cause or for Poor Performance or for Poor Performance or Resignation by Executive for Good Reason Prior to Change in Control			Termination for Poor Performance			Termination Without Cause or Resignation by Executive for Good Reason in Connection with a Change of Control
Base salary severance (1)	$	500,000 – $1,500,000	minimum of 6 months’ salary continuation but up to 18 months (2)	$	500,000 – $1,000,000	minimum of 6 months’ salary continuation but up to 12 months (3)	$	500,000 – $2,000,000	minimum of 6 months’ salary continuation but up to 24 months (4)

Other cash severance	$	1,500,000	100% of target opportunity since termination is assumed to have occurred on May 31	$	1,500,000	100% of target opportunity since termination is assumed to have occurred on May 31	$	1,500,000	100% of target opportunity

Restricted Stock Acceleration	$	5,072,537	all	$	5,072,537	24 months	$	5,072,537	all

Performance-Based Restricted Stock Unit Acceleration		0	none		0	none	$	2,322,703	100% of target total shareholder return

Stock Option Acceleration	$	377,343	24 months	$	377,343	24 months	$	377,343	all

Benefit Continuation	$	27,916 max.	up to 18 months	$	18,610 max.	up to 12 months	$	37,220 max.	up to 24 months

280G Tax Gross-Up		—			—			0

Note 1:

This calculation is based upon Mr. Garcia’s base salary as of May 31, 2013, which was $1,000,000.

Note 2:

His agreement provides for a lump sum payment equal to 6 months of base salary, provided he does not violate the restrictive covenants, and salary continuation for an additional 12 months. The salary continuation ceases in the event he becomes employed elsewhere or if he violates any of the restrictive covenants contained in his employment agreement.

Note 3:

His agreement provides for a lump sum payment equal to 6 months of base salary, provided he does not violate the restrictive covenants, and salary continuation for up to an additional 6 months, but ceases in the event he becomes employed elsewhere or violates any of the restrictive covenants contained in his agreement.

Note 4:

His agreement provides for a lump sum payment equal to 6 months of base salary, provided he does not violate the restrictive covenants and salary continuation for up to an additional 18 months, but ceases in the event he violates any of the restrictive covenants contained in his agreement.


Type of Payment	Voluntary Resignation or Termination for Cause		Death			Disability			Retirement
Base salary severance	0	none		0	none		0	none		0	none
Other cash severance	0	none		0	none		0	none		0	none
Restricted Stock Acceleration	0	none	$	5,072,537	all	$	5,072,537	all		0	none
Performance-Based Restricted Stock Unit Acceleration	0	none	$	5,983,538	actual earned based on certified results	$	5,983,538	actual earned based on certified results		0	none
Stock Option Acceleration	0	none	$	377,343	all	$	377,343	all		0	none
Benefit Continuation	0	none		0	none		0	none		0	none

Jeffrey Sloan


Type of Payment	Termination by the Company other than for Cause or Resignation by Executive for Good Reason			Termination Without Cause or Resignation by Executive for Good Reason in connection with a Change of Control
Base salary severance (1)	$	309,000 – $927,000	minimum of 6 months’ salary continuation but up to 18 months (2)	$	1,236,000	2 times base salary

Other cash severance	$	618,000	pro-rated actual bonus based upon certified results	$	1,854,000	actual bonus earned based upon certified results or target opportunity (depending on when the change of control occurred) plus 2 times the then current bonus opportunity.

Restricted Stock Acceleration	$	1,952,643	all	$	1,952,643	all

Performance-Based Restricted Stock Unit Acceleration	$	964,068	50% of actual amount earned based upon certified results	$	1,928,136	actual amount earned based upon certified results or 100% of target, depending on when the change of control occurred

Stock Option Acceleration	$	81,500	24 months	$	81,500	all

Benefit Continuation	$	18,610 max	up to 12 months	$	27,915 max	up to 18 months

280G Tax Gross-Up		—			0

Note 1:

This calculation is based upon Mr. Sloan’s base salary as of May 31, 2013, which was $618,000.

Note 2:

His agreement provides for salary continuation for a minimum of 6 months, but up to the later of (a) 18 months or (b) his becoming employed with a competitor. The salary continuation ceases if he violates any of the restrictive covenants contained in his employment agreement.


Type of Payment	Voluntary Resignation or Termination for Cause			Death			Disability			Retirement
Base salary severance		0	none		0	none		0	none		0	none
Other cash severance		0	none		0	none		0	none		0	none
Restricted Stock Acceleration		0	none	$	1,952,643	all	$	1,952,643	all	$	1,952,643	all
Performance- Based Restricted Stock Unit Acceleration		0	none	$	1,928,136	actual amount earned based on certified results	$	1,928,136	actual amount earned based on certified results	$	1,928,136	actual amount earned based on certified results
Stock Option Acceleration		0	none	$	81,500	all	$	81,500	all	$	81,500	all
Benefit Continuation		0	none		0	none		0	none		0	none

David Mangum


Type of Payment	Termination by the Company other than for Cause or Resignation by Executive for Good Reason			Termination Without Cause or Resignation by Executive for Good Reason in connection with a Change of Control
Base salary severance (1)	$	265,000 – $795,000	minimum of 6 months’ salary continuation but up to 18 months (2)	$	1,060,000	2 times base salary

Other cash severance	$	450,500	pro-rated actual bonus based upon certified results	$	1,351,500	actual bonus earned based upon certified results or target opportunity (depending on when the change of control occurred) plus 2 times the then current bonus opportunity.

Restricted Stock Acceleration	$	1,163,078	all	$	1,163,078	all

Performance-Based Restricted Stock Unit Acceleration	$	860,139	50% of actual amount earned based upon certified results	$	1,720,277	actual amount earned based upon certified results or 100% of target, depending on when the change of control occurred

Stock Option Acceleration	$	97,618	24 months	$	97,618	all

Benefit Continuation	$	18,610 max	up to 12 months	$	27,915 max	up to 18 months

280G Tax Gross-Up		—			0

Note 1:

This calculation is based upon Mr. Mangum’s base salary as of May 31, 2013, which was $530,000.

Note 2:


Type of Payment	Voluntary Resignation or Termination for Cause			Death			Disability			Retirement
Base salary severance		0	none		0	none		0	none		0	none
Other cash severance		0	none		0	none		0	none		0	none
Restricted Stock Acceleration		0	none	$	1,163,078	all	$	1,163,078	all	$	1,163,078	all
Performance- Based Restricted Stock Unit Acceleration		0	none	$	1,720,277	actual amount earned based on certified results	$	1,720,277	actual amount earned based on certified results	$	1,720,277	actual amount earned based on certified results
Stock Option Acceleration		0	none	$	97,618	all	$	97,618	all	$	97,618	all
Benefit Continuation		0	none		0	none		0	none		0	none

Morgan Schuessler


Type of Payment	Termination by the Company other than For Cause or Resignation by Executive for Good Reason			Termination Without Cause or Resignation by Executive for Good Reason in connection with a Change of Control
Base salary severance (1)	$	637,500	minimum of 6 months’ salary continuation but up to 18 months (2)	$	850,000	minimum of 6 months’ salary continuation but up to 24 months (3)

Other cash severance	$	318,750	Pro-rated actual bonus based upon certified results	$	956,250	Pro-rated actual bonus based upon certified results plus 2 times the then current bonus opportunity.

Restricted Stock Acceleration	$	723,237	all	$	723,237	all

Performance-Based Restricted Stock Unit Acceleration	$	557,751	50% of actual amount earned based upon certified results	$	1,115,502	100% of actual amount earned based upon certified results

Stock Option Acceleration	$	56,485	24 months	$	56,485	all

Benefit Continuation	$	27,915 max	up to 18 months	$	27,915 max	up to 18 months

280G Tax Gross-Up		—			0	No provision contained in employment agreement requiring gross-up payment by Company

Note 1:

This calculation is based upon Mr. Schuessler’s base salary as of May 31, 2013, which was $425,000.

Note 2:

His agreement provides for a lump sum payment equal to 6 months of base salary, provided he does not violate the restrictive covenants, and salary continuation for an additional 12 months. The salary continuation ceases if he violates any of the restrictive covenants contained in his employment agreement, becomes employed with a subsequent employer or earns non-employee compensation reasonably anticipated to be more than $100,000 per year.

Note 3:

His agreement provides for a lump sum payment equal to 6 months of base salary, provided he does not violate the restrictive covenants, and salary continuation for up to an additional 18 months, but ceases in the event he violates any of the restrictive covenants contained in his agreement.


Type of Payment	Voluntary Resignation or Termination for Cause		Death			Disability			Retirement
Base salary severance	0	none		0	none		0	none		0	none
Other cash severance	0	none		0	none		0	none		0	none
Restricted Stock Acceleration	0	none	$	723,237	all	$	723,237	all	$	723,237	all
Performance- Based Restricted Stock Unit Acceleration	0	none	$	1,115,502	actual amount earned based on certified results	$	1,115,502	actual amount earned based on certified results	$	1,115,502	actual amount earned based on certified results
Stock Option Acceleration	0	none	$	56,485	all	$	56,485	all	$	56,485	all
Benefit Continuation	0	none		0	none		0	none		0	none

Suellyn Tornay


Type of Payment	Termination by the Company other than For Cause or For Poor Performance or Resignation by Executive for Good Reason			Termination for Poor Performance			Termination Without Cause or Resignation by Executive for Good Reason in connection with a Change of Control
Base salary severance (1)	$	193,500 – $580,500	minimum of 6 months’ salary continuation but up to 18 months (2)	$	387,000	minimum of 6 months’ salary continuation but up to 12 months (3)	$	774,000	minimum of 6 months’ salary continuation but up to 24 months (4)

Other cash severance	$	232,200	100% of target opportunity since termination is assumed to have occurred on May 31	$	232,200	100% of target opportunity since termination is assumed to have occurred on May 31	$	232,200	100% of target opportunity

Restricted Stock Acceleration	$	788,606	all	$	788,606	24 months	$	788,606	all

Performance-Based Restricted Stock Unit Acceleration		0	none		0	none	$	348,430	100% of target total shareholder return

Stock Option Acceleration	$	60,314	24 months	$	60,314	24 months	$	60,314	all

Benefit Continuation	$	27,916 max.	up to 18 months	$	18,610 max.	up to 12 months	$	37,220 max.	up to 24 months

280G Tax Gross-Up		—			—			0

(1)	This calculation is based upon Ms. Tornay’s base salary as of May 31, 2013, which was $387,000.

(2)

Her agreement provides for a lump sum payment equal to 6 months of base salary, provided she does not violate the restrictive covenants, and salary continuation for an additional 12 months. The salary continuation ceases in the event she becomes employed elsewhere or if she violates any of the restrictive covenants contained in the employment agreement.

(3)

Her agreement provides for a lump sum payment equal to 6 months of base salary, provided she does not violate the restrictive covenants, and salary continuation for up to 6 additional months, but ceases in the event she becomes employed elsewhere or violates any of the restrictive covenants contained in her agreement.

(4)	Her agreement provides for a lump sum payment equal to 6 months of base salary, provided she does not violate the restrictive covenants, and salary continuation for up to an additional 18 months, but ceases in the event she violates any of the restrictive covenants contained in her agreement.


Type of Payment	Voluntary Resignation			Death			Disability			Retirement
Base salary severance		0	none		0	none		0	none		0	none
Other cash severance		0	none		0	none		0	none		0	none
Restricted Stock Acceleration		0	none	$	788,606	all	$	788,606	all		0	all
Performance- Based Restricted Stock Unit Acceleration		0	none	$	788,606	actual earned based on certified results	$	788,606	actual earned based on certified results		0	none
Stock Option Acceleration		0	none	$	60,314	all	$	60,314	all		0	all
Benefit Continuation		0	none		0	none		0	none		0	none

REPORT OF THE AUDIT COMMITTEE

The primary responsibility of the Audit Committee is to oversee our financial reporting process on behalf of the Board and to report the results of the Audit Committee’s activities to the Board. Management has the primary responsibility for the financial statements and reporting process, including the systems of internal control, and the independent registered public accounting firm (Deloitte) is responsible for auditing those financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States) and issuing a report thereon. In this context, the Audit Committee has reviewed and discussed with management and Deloitte our audited financial statements as of and for the year ended May 31, 2013. The Audit Committee has discussed with Deloitte the matters required to be discussed by the statement on Auditing Standards No. 61, as amended and as adopted by the Public Company Accounting Oversight Board in Rule 3200T. The Audit Committee has received and reviewed the written disclosures and the letter from Deloitte required by the applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the Audit Committee concerning independence and has discussed with Deloitte their independence. In addition, the Audit Committee has considered the compatibility of non-audit services with Deloitte’s independence. Based on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors that the audited financial statements, referred to above, be included in the Company’s annual report on Form 10-K for the year ended May 31, 2013 for filing with the SEC.

AUDIT COMMITTEE

Michael W. Trapp, Chairperson

Gerald J. Wilkins

Alan M. Silberstein

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Based solely on a review of copies of Forms 3 and 4 filed with the SEC, or written representations that no annual forms (Form 5) were required, we believe that, during the 2013 fiscal year, all of our officers, directors and 10% shareholders complied with the reporting requirements of the SEC regarding their ownership and changes in ownership of Common Stock (as required pursuant to Section 16(a) of the Securities Exchange Act of 1934), except for one late Form 4 was filed on behalf of Mr. Garcia reflecting a gift to a grantor retained trust, one late Form 4 was filed on behalf of Mr. Schuessler reflecting a sale and two late Form 4s were filed on behalf of Mr. Wilkins reflecting sales.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

We review all relationships and transactions in which the Company and our directors and executive officers or their immediate family members are participants to determine whether they qualify for disclosure as a transaction with related persons under Item 404(a) of Regulation S-K of the Securities Exchange Act of 1934. Management screens for these relationships and transactions through the annual circulation of a Directors and Officers Questionnaire (“D&O Questionnaire”) to each member of the Board of Directors and each officer of the Company that is a reporting person under Section 16 of the Securities Act of 1934. The D&O Questionnaire contains questions intended to identify related persons and transactions between the Company and related persons. In addition, our Employee Code of Conduct and Ethics requires employees to report to the General Counsel or Chief Executive Officer any transaction involving themselves or their immediate family members and the Company that may create a conflict of interest with the Company, and further requires the Chief Executive Officer to approve in writing any such transaction with a related person. The members of our disclosure committee also identify any potential related-person transactions. If our management identifies a transaction with a related person, the Audit Committee Charter requires that such transaction be brought to the attention of the Audit Committee for its approval of the financial disclosure pertaining to such transaction. Since June 1, 2008, there have been no transactions with related persons required to be disclosed pursuant to Item 404 of Regulation S-K.

ADDITIONAL INFORMATION

A.	Solicitation of Proxies

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. In the event that we engage Georgeson to solicit proxies on our behalf, we estimate that the fees for such services will not exceed $15,000.

B.	Shareholder Proposals

Only proper proposals under Rule 14a-8 of the Securities Exchange Act of 1934 that are timely received will be included in the proxy statement and proxy for the 2014 annual meeting of shareholders. Notice of shareholder proposals will be considered untimely if received by us after August 22, 2014. If we do not receive notice of any matter that a shareholder wishes to raise at the 2013 annual meeting no later than 45 calendar days before the first anniversary of the date on which this proxy statement is first mailed by the Company, which is expected to be September 27, 2013, and a matter is properly raised at such meeting, the proxies granted in connection with that meeting will have discretionary authority whether or not to vote on the matter.

C.	Shareholder List

We will maintain a list of shareholders entitled to vote at the Annual Meeting at our corporate offices at 10 Glenlake Parkway, North Tower, Atlanta, Georgia 30328-3473. The list will be available for examination at the Annual Meeting.

D.	Annual Report on Form 10-K

A copy of our Annual Report on Form 10-K, including the financial statements and financial statement schedules (but without exhibits) for the fiscal year ended May 31, 2013, will be provided, free of charge, upon written request of any shareholder addressed to Global Payments Inc., 10 Glenlake Parkway, North Tower, Atlanta, Georgia 30328-3473, Attention: Jane Elliott, Investor Relations. Additionally, the EDGAR version of our Form 10-K is available on the Internet on the SEC’s web site (www.sec.gov).

E.	Closing Price

The closing price of the Common Stock, as reported by the New York Stock Exchange on September 12, 2013 was $49.37.

F.	Code of Business Conduct and Ethics

We have adopted an Employee Code of Conduct and Ethics, a Director Code of Conduct and Ethics, and a Code of Ethics for Senior Financial Officers, all of which are available on our website at www.globalpaymentsinc.com and will be provided free of charge, upon written request of any shareholder addressed to Global Payments Inc., 10 Glenlake Parkway, North Tower, Atlanta, Georgia, 30328-3473, Attention: Investor Relations.

We intend to post amendments to or waivers from the Code of Ethics for Senior Financial Officers on our website at www.globalpaymentsinc.com.

LOGO

Using a black ink pen, mark your votes with an X as shown in

this example. Please do not write outside the designated areas.

Annual Meeting Proxy Card

q PLEASE FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q


A		Proposals — The Board of Directors recommends a vote FOR all the nominees listed and FOR Proposals 2 and 3.

Election of Class I Directors:

For

Withhold

For

Withhold

01 - Ruth Ann Marshall*

02 - John M. Partridge*

Each to serve until the 2016 Annual Meeting of Shareholders, or until their respective successors are elected and qualified or until their respective earlier resignation, retirement, disqualification, removal from office or death.


		For	Against	Abstain

2.	To approve, on an advisory basis, the compensation of our named executive officers.	¨	¨	¨


		For	Against	Abstain

3.	To ratify the reappointment of Deloitte & Touche LLP as the Company’s independent public accountants.	¨	¨	¨


B		Authorized Signatures — This section must be completed for your vote to be counted. — Date and Sign Below

Please sign exactly as your name appears on your stock certificate and date. Where shares are held jointly, each shareholder should sign. When signing as executor, administrator, trustee, or guardian, please give full title as such. If a corporation, please sign in full corporate name by president or other authorized officer. If a partnership, please sign in partnership name by authorized person.


Date (mm/dd/yyyy) — Please print date below.		Signature 1 — Please keep signature within the box.		Signature 2 — Please keep signature within the box.
	/ /

	¢		1 U P X 1 7 2 7 5 6 2		+

01P98D

Directions to Global Payments Corporate Headquarters

Global Payments Inc.

10 Glenlake Parkway NE, North Tower

Atlanta, GA 30328-3473

770.829.8000

Using GA 400 North, take exit 5B (Sandy Springs) and drive west on Abernathy Road about one block. Turn right on Glenlake Parkway. 10 Glenlake Parkway is the first drive on the left. (The North Tower is the building to your right upon entering the circular drive). Using GA 400 South, exit 5 Abernathy Road and follow instructions above.

LOGO

q PLEASE FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q

Proxy — GLOBAL PAYMENTS INC.

2013 ANNUAL MEETING OF SHAREHOLDERS

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF

GLOBAL PAYMENTS INC. AND MAY BE REVOKED BY THE SHAREHOLDER PRIOR TO ITS EXERCISE

The undersigned shareholder of Global Payments Inc. (the “Company”), Atlanta, Georgia, hereby constitutes and appoints Paul R. Garcia or Suellyn P. Tomay or either one of them, each with full power of substitution, to vote the number of shares of Common Stock which the undersigned would be entitled to vote if personally present at the Annual Meeting of shareholders to be held at the Company’s offices at 10 Glenlake Parkway, North Tower, Atlanta, Georgia 30328, on November 20, 2013, at 9:00 a.m., Atlanta time (the “Annual Meeting”), or at any adjournments or postponements thereof, upon the proposals described in the Notice of 2013 Annual Meeting of Shareholders and Proxy Statement, both dated September 27, 2013, the receipt of which is acknowledged, in the manner specified below. 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 person to the Board of Directors if any of the nominees named herein becomes unable to serve or for good cause will not serve, on matters which the Board of Directors 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 adjournments or postponements thereto.

This proxy, when properly executed, will be voted in the manner directed by the undersigned shareholder. If no direction is made, this Proxy will be voted “FOR” election of the director nominees named in Proposal 1, “FOR” Proposal 2 relating to the advisory vote on the compensation of our named executive officers, and “FOR” Proposal 3 relating to the ratification of the reappointment of Deloitte & Touche LLP as the Company’s independent public accountants, and with discretionary authority on all other matters that may properly come before the Annual Meeting and any adjournments or postponements thereof.

YOU MAY VOTE BY U.S. MAIL.