Paymentus (NYSE: PAY) holders approve directors, auditor and pay votes

Rhea-AI Filing Summary

Paymentus Holdings, Inc. reported the results of its 2026 annual stockholder meeting. Stockholders elected three Class II directors to serve until the 2029 annual meeting, ratified PricewaterhouseCoopers LLP as auditor for the fiscal year ending December 31, 2026, and approved executive compensation on an advisory basis.

They also chose an annual “say-on-pay” advisory vote frequency. As of the record date, there were 62,936,502 Class A shares and 62,852,835 Class B shares outstanding, and votes representing approximately 97% of the combined voting power were present or represented by proxy.

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

Class A shares outstanding: 62,936,502 shares Class B shares outstanding: 62,852,835 shares Voting power represented: approximately 97% +5 more

8 metrics

Class A shares outstanding 62,936,502 shares As of record date for 2026 annual meeting

Class B shares outstanding 62,852,835 shares As of record date for 2026 annual meeting

Voting power represented approximately 97% Combined voting power present or by proxy at annual meeting

Votes for Jody Davids 651,204,104 votes Election as Class II director

Votes for Adam Malinowski 649,273,539 votes Election as Class II director

Votes for Gary Trainor 645,710,319 votes Election as Class II director

Votes for auditor ratification 668,498,797 votes Ratification of PricewaterhouseCoopers LLP for fiscal 2026

Votes for say-on-pay 659,611,183 votes Advisory approval of named executive officer compensation

Key Terms

emerging growth company, independent registered public accounting firm, named executive officers, say-on-pay, +1 more

5 terms

emerging growth company regulatory

"Emerging growth company Item 5.07. Submission of Matters to a Vote of Security Holders."

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

independent registered public accounting firm financial

"ratified the appointment of PricewaterhouseCoopers LLP to serve as the Company’s independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

named executive officers financial

"the compensation of the Company’s named executive officers, as disclosed in the proxy statement"

Named executive officers are the senior company leaders whose names, roles and compensation are singled out in required regulatory filings; this typically includes the chief executive, chief financial officer and the next highest‑paid senior officers. Investors treat this list like a team roster — it shows who makes key decisions, how they are paid and whether incentives align with shareholder interests, so changes or pay patterns can signal governance quality, risk or strategic shifts.

say-on-pay financial

"approved, on an advisory basis, every “one year” for the frequency with which stockholders will be provided future “say-on-pay” advisory votes"

A say-on-pay is a shareholder vote that gives investors a chance to approve or disapprove a company’s executive compensation packages, typically held at annual meetings. It matters because the vote signals investor satisfaction with how leaders are paid—like customers rating how well managers are rewarded—and can push boards to change pay plans, reducing governance risk and affecting investor confidence and stock value even though the vote is usually advisory rather than legally binding.

broker non-votes financial

"Votes For | | Votes Against | | Votes Abstained | | 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.

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Understanding 8-K Material Events →

0001841156false00018411562026-06-052026-06-05

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 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.)
11605 North Community House Road, Suite 300
Charlotte, North Carolina				28277
(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. ☐

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

On June 5, 2026, Paymentus Holdings, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the stockholders:

1. elected three Class II Directors nominated to serve on the Company’s Board of Directors until the 2029 annual meeting of stockholders and until their successors are duly elected and qualified or their earlier death, resignation or removal;

2. ratified the appointment of PricewaterhouseCoopers LLP to serve as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 31, 2026;

3. approved, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed in the proxy statement for the Annual Meeting (the “Proxy Statement”) pursuant to the compensation disclosure rules of the Securities and Exchange Commission (“SEC”); and

4. approved, on an advisory basis, every “one year” for the frequency with which stockholders will be provided future “say-on-pay” advisory votes on executive compensation.

A more complete description of each item is set forth in the Proxy Statement.

As of the record date for the Annual Meeting, there were 62,936,502 shares of the Company’s Class A common stock and 62,852,835 shares of the Company’s Class B common stock issued and outstanding. Each share of Class A common stock was entitled to one vote on each matter properly brought before the Annual Meeting, and each share of Class B common stock was entitled to ten votes on each matter properly brought before the Annual Meeting. The Class A common stock and Class B common stock voted together as a single class. Votes representing approximately 97% of the combined voting power of the Class A common stock and Class B common stock, as of the record date, were present in person or represented by proxy at the Annual Meeting.

The final voting results for the Annual Meeting were as follows:

Item 1—Election of Directors

Each of the three nominees named in the Proxy Statement was elected by the stockholders to the Company’s Board of Directors for three-year terms based on the following vote:

Nominee		Votes For		Votes Withheld		Broker Non-Votes
Jody Davids		651,204,104		9,379,553		8,121,639
Adam Malinowski		649,273,539		11,310,118		8,121,639
Gary Trainor		645,710,319		14,873,338		8,121,639

Item 2—Ratification of the Appointment of PricewaterhouseCoopers LLP

The appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 31, 2026 was ratified by the stockholders based on the following vote:

Votes For		Votes Against		Votes Abstained		Broker Non-Votes
668,498,797		100,921		105,578		N/A

Item 3—Advisory Vote on the Approval of the Compensation of the Company’s Named Executive Officers

The stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the Proxy Statement pursuant to the compensation disclosure rules of the SEC, based on the following vote:

Votes For		Votes Against		Votes Abstained		Broker Non-Votes
659,611,183		942,919		29,555		8,121,639

Item 4— Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation

The stockholders chose, on an advisory basis, every “One Year” as the frequency with which stockholders will be provided future “say-on-pay” advisory votes on executive compensation:

One Year		Two Years		Three Years		Votes Abstained		Broker Non-Votes
659,717,563		5,003		844,276		16,815		8,121,639

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 hereunto duly authorized.

			PAYMENTUS HOLDINGS, INC.
Date:	June 8, 2026	By:	/s/ Dushyant Sharma
			Dushyant Sharma Chairman, President and Chief Executive Officer

FAQ

What did Paymentus (PAY) stockholders approve at the 2026 annual meeting?

Paymentus stockholders approved all items on the ballot, including electing three Class II directors, ratifying PricewaterhouseCoopers LLP as auditor, endorsing executive compensation on an advisory basis, and selecting annual say-on-pay votes, reflecting broad support for the company’s governance and pay practices.

How strong was stockholder turnout for Paymentus (PAY)’s 2026 annual meeting?

Turnout was very high, with votes representing approximately 97% of the combined voting power of Class A and Class B stock present or represented by proxy. This indicates most voting power participated in decisions on directors, auditor ratification, and advisory compensation proposals.

Which directors were elected at Paymentus (PAY)’s 2026 annual meeting?

Stockholders elected Jody Davids, Adam Malinowski, and Gary Trainor as Class II directors. Each will serve on the board until the 2029 annual meeting, and continue until their successors are elected and qualified or they earlier resign, die, or are removed.

Did Paymentus (PAY) stockholders approve the executive compensation program?

Yes. Stockholders approved, on an advisory basis, the compensation of Paymentus’ named executive officers as disclosed in the proxy statement. The advisory vote supports the company’s current pay structure under SEC compensation disclosure rules, although it is non-binding on the board and compensation committee.

How often will Paymentus (PAY) hold say-on-pay votes going forward?

Stockholders chose, on an advisory basis, to hold say-on-pay advisory votes every one year. This means Paymentus expects to provide an annual non-binding stockholder vote on executive compensation, aligning compensation feedback more closely with each year’s disclosed pay outcomes.

Which audit firm did Paymentus (PAY) stockholders ratify for fiscal 2026?

Stockholders ratified PricewaterhouseCoopers LLP as Paymentus’ independent registered public accounting firm for the fiscal year ending December 31, 2026. The ratification supports continued engagement of PwC to audit the company’s financial statements and internal control over financial reporting for that year.

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