Paymentus sets annual say-on-pay vote frequency

Q: 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.

Q: How did Paymentus (PAY) shareholders vote on say-on-pay frequency at the 2026 meeting?

Shareholders cast 659,717,563 votes for a one-year frequency, 5,003 for two years, and 844,276 for three years, with 16,815 abstentions and 8,121,639 broker non-votes at the 2026 Annual Meeting held June 5, 2026.

Q: 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.

Q: 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.

Paymentus Holdings, Inc. has decided to hold future stockholder advisory votes on executive compensation (say-on-pay votes) on an annual basis.

Filing Impact

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Form Type

8-K/A

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.

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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

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.

How did Paymentus (PAY) shareholders vote on say-on-pay frequency at the 2026 meeting?

Shareholders cast 659,717,563 votes for a one-year frequency, 5,003 for two years, and 844,276 for three years, with 16,815 abstentions and 8,121,639 broker non-votes at the 2026 Annual Meeting held June 5, 2026.

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.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 07/23/2026 - 04:58 PM EDT

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

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 5, 2026

    

Paymentus Holdings, Inc.

(Exact name of Registrant as Specified in Its Charter)


Delaware	001-40429	45-3188251
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

15601 Dallas Parkway, Suite 600
Addison, Texas		75001
(Address of Principal Executive Offices)		(Zip Code)

     (888) 440-4826
Registrant’s Telephone Number, Including Area Code:

     Not Applicable

    

(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
Class A Common Stock, par value $0.0001 per share	PAY	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 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. ☐

Explanatory Note

This current report on Form 8-K/A (the “Amendment”) amends and supplements the current report on Form 8-K filed by Paymentus Holdings, Inc. (the “Company”) with the U.S. Securities and Exchange Commission (the “SEC”) on June 8, 2026 (the “Original Form 8-K”). The Original Form 8-K reported the final voting results of the Company’s 2026 Annual Meeting of Stockholders held on June 5, 2026 (the “2026 Annual Meeting”). The sole purpose of this Amendment is to disclose the Company’s decision regarding how frequently it will conduct future stockholder advisory votes to approve the compensation of the Company’s named executive officers pursuant to the compensation disclosure rules of the SEC (“say-on-pay votes”). No other changes have been made to the Original Form 8-K.

Item 5.07 Submission of Matters to a Vote of Security Holders.

As previously reported in the Original Form 8-K, in a non-binding advisory vote by the Company’s stockholders on the frequency of future say-on-pay votes held at the 2026 Annual Meeting, every “one year” received 659,717,563 votes, every “two years” received 5,003 votes and every “three years” received 844,276 votes, with 16,815 abstentions and 8,121,639 broker non-votes. The Company’s Board of Directors (the “Board”) has considered the outcome of this advisory vote and has determined, consistent with the recommendation by the Board in the proxy statement for the 2026 Annual Meeting, that the Company will hold future say-on-pay votes on an annual basis until the occurrence of the next advisory vote on the frequency of say-on-pay votes. The next advisory vote regarding the frequency of say-on-pay votes is required to occur no later than the Company’s 2032 Annual Meeting of Stockholders.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


			PAYMENTUS HOLDINGS, INC.

Date:	July 23, 2026	By:	/s/ Dushyant Sharma
			Dushyant Sharma Chairman, President and Chief Executive Officer

Source: View Original Filing on SEC EDGAR

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