Payoneer holders back directors, auditor and pay

Payoneer Global Inc. reported the results of its annual meeting of stockholders held on June 9, 2026.

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Form Type

8-K

Rhea-AI Filing Summary

Payoneer Global Inc. reported the results of its annual meeting of stockholders held on June 9, 2026. Stockholders elected three Class II directors: John Caplan, Amir Goldman and Susanna Morgan, each receiving substantially more votes "for" than "against," alongside 66,992,499 broker non-votes for this proposal.

Stockholders also ratified the appointment of Kesselman & Kesselman, a member firm of PricewaterhouseCoopers International Limited, as independent registered public accounting firm for the 2026 fiscal year, with 255,270,515 shares in favor versus 6,708,995 against. In addition, the non-binding advisory vote to approve compensation for named executive officers passed with 183,709,751 shares in favor, 16,478,407 against and 98,953 abstentions, plus 66,992,499 broker non-votes.

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 John Caplan: 198,488,911 shares Votes for Amir Goldman: 184,190,282 shares Votes for Susanna Morgan: 199,342,951 shares +5 more

8 metrics

Votes for John Caplan 198,488,911 shares Election of Class II director at June 9, 2026 annual meeting

Votes for Amir Goldman 184,190,282 shares Election of Class II director at June 9, 2026 annual meeting

Votes for Susanna Morgan 199,342,951 shares Election of Class II director at June 9, 2026 annual meeting

Votes for 2026 auditor ratification 255,270,515 shares Ratification of Kesselman & Kesselman as 2026 independent auditor

Votes against 2026 auditor ratification 6,708,995 shares Ratification of Kesselman & Kesselman as 2026 independent auditor

Votes for executive compensation 183,709,751 shares Non-binding advisory vote on named executive officer compensation

Votes against executive compensation 16,478,407 shares Non-binding advisory vote on named executive officer compensation

Broker non-votes on governance items 66,992,499 shares Broker non-votes on director elections and executive compensation proposal

Key Terms

broker non-votes, independent registered public accounting firm, non-binding advisory vote, emerging growth company, +1 more

5 terms

broker non-votes financial

"The Directors also had broker non-votes totaling 66,992,499."

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.

independent registered public accounting firm financial

"as the Company’s independent registered public accounting firm for the 2026 fiscal year"

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.

non-binding advisory vote financial

"Non-Binding Advisory Vote to Approve Named Executive Officer Compensation"

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.

emerging growth company regulatory

"Emerging growth company"

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.

Audit Committee financial

"The earlier appointment by the Audit Committee of Kesselman & Kesselman"

A company's audit committee is a small group of board members who act like independent inspectors for the firm's finances, overseeing how financial reports are prepared, monitoring internal controls, and managing the relationship with external auditors. Investors care because a strong audit committee reduces the risk of accounting errors, fraud, or misleading statements, making financial statements more trustworthy and helping protect shareholder value.

FAQ

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

What did Payoneer (PAYO) shareholders decide at the June 9, 2026 annual meeting?

Shareholders elected three Class II directors, ratified the 2026 independent auditor, and approved executive compensation on an advisory basis. All three proposals received substantially more votes in favor than against, indicating broad support for current governance, oversight, and pay practices.

Which directors were elected to Payoneer (PAYO)’s board in 2026 and how did the vote break down?

John Caplan, Amir Goldman, and Susanna Morgan were elected as Class II directors. Each received far more "for" votes than "against," with additional broker non-votes recorded. This maintains continuity on the board and confirms shareholder backing for the existing director slate.

Did Payoneer (PAYO) shareholders ratify the company’s independent auditor for fiscal 2026?

Yes, shareholders ratified Kesselman & Kesselman, a member firm of PricewaterhouseCoopers International Limited, as independent registered public accounting firm for fiscal 2026, with 255,270,515 shares voting for, 6,708,995 against, and 5,300,100 abstaining in the auditor ratification proposal.

How did Payoneer (PAYO) shareholders vote on executive compensation in 2026?

The advisory vote on named executive officer compensation was approved. Stockholders cast 183,709,751 shares in favor, 16,478,407 against, and 98,953 abstaining, with 66,992,499 broker non-votes. This suggests shareholders generally support the company’s current executive pay program.

What are broker non-votes mentioned in Payoneer (PAYO)’s 2026 annual meeting results?

Broker non-votes arise when brokers hold shares for clients but cannot vote on certain proposals without specific instructions. For Payoneer’s director elections and executive compensation proposal, there were 66,992,499 broker non-votes, which count for quorum but not as votes for or against.

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

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Accepted by SEC EDGAR 06/09/2026 - 04:32 PM EDT

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 9, 2026

	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 5.07 Submission of Matters to a Vote of Security Holders.

On June 9, 2026, Payoneer Global Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”).

Proposal 1 – Election of Directors

The following Class II directors (the “Directors”) were elected to the Board of Directors of the Company with a tabulation of votes as shown below. The Directors also had broker non-votes totaling 66,992,499.

Name	For	Against	Abstained
John Caplan	198,488,911	1,646,873	151,327
Amir Goldman	184,190,282	15,938,308	158,521
Susanna Morgan	199,342,951	816,166	127,994

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 2026 fiscal year was ratified by stockholders with 255,270,515 shares voted in favor, 6,708,995 shares voted against, and 5,300,100 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 183,709,751 shares voted in favor, 16,478,407 shares voted against, and 98,953 shares abstained. The proposal also had broker non-votes totaling 66,992,499.

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 9, 2026	By:	/s/ John Caplan
		Name: John Caplan
		Title: Chief Executive Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

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