United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 10, 2025
| Payoneer Global Inc. | ||
| (Exact Name of Registrant as Specified in its Charter) |
| Delaware | 001-40547 | 86-1778671 | ||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
| 195 Broadway, 27th floor New York, New York | 10007 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (212) 600-9272
| n/a | ||
| (Former name or former address, if changed since last report) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Common Stock, par value $0.01 per share | PAYO | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (Sec.230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (Sec.240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| 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 | ||