Paymentus (NYSE: PAY) opts for annual say-on-pay advisory votes
Rhea-AI Filing Summary
Paymentus Holdings, Inc. has decided to hold future stockholder advisory votes on executive compensation (say-on-pay votes) on an annual basis. This follows a stockholder advisory vote at the 2026 Annual Meeting on June 5, 2026 regarding the preferred frequency of such votes.
In that vote, the one-year option received 659,717,563 votes, the two-year option received 5,003 votes, and the three-year option received 844,276 votes, with 16,815 abstentions and 8,121,639 broker non-votes. The board’s determination aligns with its prior recommendation, and the next advisory vote on frequency is required no later than the 2032 Annual Meeting of Stockholders.
Positive
- None.
Negative
- None.
8-K Event Classification
Item 5.07 — Submission of Matters to a Vote of Security Holders
1 item
Item 5.07
Submission of Matters to a Vote of Security Holders
Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Key Figures
Votes for one-year frequency: 659,717,563 votes
Votes for two-year frequency: 5,003 votes
Votes for three-year frequency: 844,276 votes
+3 more
6 metrics
Votes for one-year frequency
659,717,563 votes
Non-binding advisory vote on say-on-pay frequency at the 2026 Annual Meeting
Votes for two-year frequency
5,003 votes
Say-on-pay frequency advisory vote at the 2026 Annual Meeting
Votes for three-year frequency
844,276 votes
Say-on-pay frequency advisory vote at the 2026 Annual Meeting
Abstentions
16,815
Say-on-pay frequency advisory vote at the 2026 Annual Meeting
Broker non-votes
8,121,639
Say-on-pay frequency advisory vote at the 2026 Annual Meeting
Next required frequency vote
2032 Annual Meeting
Next advisory vote on say-on-pay frequency must occur by this meeting
Key Terms
say-on-pay votes, non-binding advisory vote, broker non-votes, proxy statement
4 terms
say-on-pay votes regulatory
"future stockholder advisory votes to approve the compensation of the Company’s named executive officers"
non-binding advisory vote regulatory
"in a non-binding advisory vote by the Company’s stockholders on the frequency of future say-on-pay votes"
A non-binding advisory vote is a shareholder vote that expresses investors’ opinion on a proposal (such as executive pay, corporate policy, or governance practices) but does not legally force the company to act. Think of it like a customer survey: it signals whether owners approve or disapprove and can pressure boards and managers to change course, so investors watch the result as an indicator of governance risk and potential future shifts in company strategy or leadership.
broker non-votes financial
"with 16,815 abstentions and 8,121,639 broker non-votes"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
proxy statement regulatory
"consistent with the recommendation by the Board in the proxy statement for the 2026 Annual Meeting"
A proxy statement is a document companies send to shareholders ahead of a meeting that lays out the items up for a vote—like who will sit on the board, executive pay, and major corporate decisions—and provides background so shareholders can decide how to cast their votes or appoint someone to vote for them. Think of it as an agenda plus a ballot and briefing notes, important because the outcomes can change control, strategy, and value.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What did Paymentus (PAY) decide about future say-on-pay vote frequency?
Paymentus chose to hold annual say-on-pay advisory votes on executive compensation. This decision reflects the outcome of the 2026 stockholder vote and aligns with the board’s original recommendation in the proxy materials for the 2026 Annual Meeting.
When is the next say-on-pay frequency vote required for Paymentus (PAY)?
The next advisory vote on the frequency of say-on-pay votes must occur no later than Paymentus’ 2032 Annual Meeting of Stockholders, as required under applicable compensation disclosure and advisory vote rules.
Is the Paymentus (PAY) say-on-pay frequency vote binding on the board?
The 2026 vote on say-on-pay frequency was a non-binding advisory vote. The board considered the voting results and then determined to adopt an annual say-on-pay vote schedule consistent with its prior recommendation to stockholders.
Did the Paymentus (PAY) board follow its own recommendation on say-on-pay frequency?
Yes. The board determined to hold say-on-pay votes annually, which is consistent with its recommendation in the proxy statement for the 2026 Annual Meeting and with the strong stockholder support for a one-year frequency.