Payoneer Global Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders
United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(d) The information set forth in the third paragraph of Item 5.07 of this Current Report on Form 8-K is incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On June 10, 2025, Payoneer Global Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”).
Proposal 1 – Election of Directors
The Class I directors proposed by management were elected to the Board of Directors of the Company (the “Board”) with a tabulation of votes as shown below. The Directors also had broker non-votes totaling 54,546,059.
| Name | For | Withheld | ||
| Barak Eilam | 239,808,349 | 552,642 | ||
| Rich Williams | 237,476,473 | 2,884,518 |
Consistent with the Company’s 2025 Proxy Statement filed with the Securities and Exchange Commission (the “SEC”) on April 28, 2025, Mr. Eilam was appointed to the Audit Committee of the Board and Mr. Williams was appointed as Chair of the Board, both effective as of their election at the Annual Meeting. In addition, effective at the Annual Meeting, the number of directors which shall constitute the Board was fixed at eight members.
Proposal 2 – Ratification of Appointment of Independent Registered Public Accounting Firm
The earlier appointment by the Audit Committee of Kesselman & Kesselman, a member firm of PricewaterhouseCoopers International Limited, as the Company’s independent registered public accounting firm for the 2025 fiscal year was ratified by stockholders with 291,336,531 shares voted in favor, 3,315,978 shares voted against, and 254,541 shares abstained.
Proposal 3 – Non-Binding Advisory Vote to Approve Named Executive Officer Compensation
The compensation paid to our named executive officers was approved on a non-binding, advisory basis by stockholders with 222,628,465 shares voted in favor, 17,609,302 shares voted against, and 123,224 shares abstained. The proposal also had broker non-votes totaling 54,546,059.
Proposal 4 – Approval of Amendments to the Certificate of Incorporation to Phase Out the Classification of the Board and Provide for the Annual Election of Directors, and Proposal 5 – Approval of Amendments to the Certificate of Incorporation to Eliminate Supermajority Voting Requirements
The Annual Meeting was adjourned prior to concluding the vote on Proposals 4 and 5 described in the Company’s definitive proxy statement filed with the SEC on April 28, 2025, to allow additional time for voting on such proposals. The Annual Meeting will reconvene on such proposals at 8:30 a.m. (Eastern Time) on June 16, 2025, as further disclosed in the Company’s definitive additional proxy materials filed with the SEC on June 10, 2025.
SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| PAYONEER GLOBAL INC. | ||
| June 10, 2025 | By: | /s/ John Caplan |
| Name: John Caplan | ||
| Title: Chief Executive Officer | ||