DEF 14A 1 nc10021573x1_def14a.htm DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE

SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material Pursuant to §240.14a-12

SQUARE, INC.

(Name of Registrant as Specified In Its Charter)

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TABLE OF CONTENTS

TABLE OF CONTENTS

SQUARE, INC.

1455 MARKET STREET, SUITE 600

SAN FRANCISCO, CALIFORNIA 94103

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held at 10:00 a.m. Pacific Time on Tuesday, June 15, 2021

Dear Stockholders of Square, Inc.:

We cordially invite you to attend the 2021 annual meeting of stockholders (the “Annual Meeting”) of Square, Inc., a Delaware corporation, which will be held virtually on Tuesday, June 15, 2021, at 10:00 a.m. Pacific Time. You can attend the Annual Meeting by visiting www.virtualshareholdermeeting.com/SQ2021, where you will be able to listen to the meeting live, submit questions and vote your shares online during the meeting, just as you could at an in-person meeting.

We are holding the Annual Meeting for the following purposes, as more fully described in the accompanying proxy statement:

1. To elect four Class III directors to serve until the 2024 annual meeting of stockholders and until their successors are duly elected and qualified;

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

3. To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2021;

4. To vote upon two stockholder proposals, if properly presented at the annual meeting; and

5. To transact such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof.

Our board of directors has fixed the close of business on April 22, 2021 as the record date for the Annual Meeting. Only stockholders of record on April 22, 2021 are entitled to notice of, and to vote at, the Annual Meeting. A list of stockholders entitled to vote at the Annual Meeting will be available for examination during ordinary business hours for 10 days prior to the Annual Meeting at our headquarters located at 1455 Market Street, Suite 600, San Francisco, California 94103. Reasonable accommodations will be made if we cannot make the list available at our headquarters. The stockholder list will also be available online during the Annual Meeting. Further information regarding voting rights, the matters to be voted upon and instructions to attend the Annual Meeting is presented in the accompanying proxy statement.

The Notice of Internet Availability of Proxy Materials containing instructions on how to access the proxy statement and our annual report is first being mailed on or about April 29, 2021 to all stockholders entitled to vote at the Annual Meeting. The accompanying proxy statement and our annual report can be accessed by visiting www.proxyvote.com. You will be asked to enter the 16-digit control number located on your Notice of Internet Availability of Proxy Materials, your proxy card or the instructions that accompanied your proxy materials to attend the Annual Meeting.

YOUR VOTE IS IMPORTANT. Whether or not you plan to attend the Annual Meeting, we urge you to submit your vote via the Internet, telephone or mail as soon as possible to ensure your shares are represented. For additional instructions on attending the Annual Meeting or voting your shares, please refer to the section titled “Questions and Answers About Our Proxy Materials and Annual Meeting” in this proxy statement. Returning the proxy does not deprive you of your right to attend the Annual Meeting and to vote your shares at the Annual Meeting.

We appreciate your continued support of Square.

By order of the Board of Directors,

Jack Dorsey

President, Chief Executive Officer and

Chairman of the Board

San Francisco, California

April 29, 2021

TABLE OF CONTENTS

			Page
EXECUTIVE SUMMARY			i
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE			1
Nominees for Director			1
Continuing Directors			2
Director Independence			4
Board Leadership Structure and Role of Our Lead Independent Director			5
Board Meetings and Committees			5
Compensation Committee Interlocks and Insider Participation			9
Considerations in Evaluating Director Nominees			9
Stockholder Recommendations and Nominations to the Board of Directors			10
Communications with the Board of Directors			10
Corporate Governance Guidelines and Code of Business Conduct and Ethics			11
Stock Ownership Guidelines			11
Risk Management			11
ESG and Corporate Responsibility			13
Director Compensation			14
PROPOSAL NO. 1—ELECTION OF DIRECTORS			20
PROPOSAL NO. 2—ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS			21
PROPOSAL NO. 3—RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			22
PROPOSAL NO. 4—STOCKHOLDER PROPOSAL REGARDING AN INDEPENDENT CHAIR			25
PROPOSAL NO. 5—STOCKHOLDER PROPOSAL REGARDING A CHANGE IN STOCKHOLDER VOTING			29
REPORT OF THE AUDIT AND RISK COMMITTEE			32
EXECUTIVE OFFICERS			33
EXECUTIVE COMPENSATION			34
Compensation Discussion and Analysis			34
Compensation Committee Report			46
Compensation Risk Assessment			47
Compensation Tables			48
EQUITY COMPENSATION PLAN INFORMATION			59
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			60
PAY RATIO DISCLOSURE			64
CERTAIN RELATIONSHIPS, RELATED PARTY AND OTHER TRANSACTIONS			65

SEC Form DEF 14A filed by Square, Inc.