Payoneer holders back Nuvei merger plan

Q: What did Payoneer Global Inc. (PAYO) stockholders approve at the September 14, 2026 special meeting?

Stockholders approved the Merger Agreement with Nuvei, under which Payoneer will become a wholly owned subsidiary of Nuvei, and also approved, on a non-binding advisory basis, potential compensation to named executive officers related to the merger.

Q: How many PAYO shares were entitled to vote at the special meeting?

As of the record date for the special meeting, 338,850,836 shares of Payoneer common stock were entitled to vote on the merger and related proposals.

Q: What were the vote results on the Payoneer–Nuvei Merger Agreement?

The Merger Agreement proposal received 224,985,441 votes for, 2,236,609 votes against, and 54,219 abstentions, indicating substantial support among voting stockholders.

Q: How did Payoneer (PAYO) stockholders vote on merger-related executive compensation?

On a non-binding, advisory basis, stockholders approved merger-related compensation for named executive officers with 212,564,908 votes in favor, 14,300,204 against, and 411,157 abstentions.

Q: Was the adjournment proposal used at the Payoneer special meeting?

No. The adjournment proposal was rendered moot because there were already sufficient votes to approve the Merger Agreement proposal at the time of the special meeting.

Payoneer Global Inc. (PAYO) reported the results of a special meeting of stockholders held on September 14, 2026 to vote on its proposed merger with Nuvei.

Filing Impact

(High)

Filing Sentiment

(Negative)

Form Type

8-K

Rhea-AI Filing Summary

Payoneer Global Inc. (PAYO) reported the results of a special meeting of stockholders held on September 14, 2026 to vote on its proposed merger with Nuvei. As of the record date, 338,850,836 shares of common stock were entitled to vote.

Stockholders approved the Merger Agreement with Nuvei and related transactions, with 224,985,441 shares in favor, 2,236,609 against, and 54,219 abstaining. On a separate, non-binding advisory vote, stockholders also approved potential merger-related compensation for named executive officers, with 212,564,908 shares in favor, 14,300,204 against, and 411,157 abstaining. A proposal to adjourn the meeting, if needed to solicit additional proxies, was rendered moot because the merger proposal already had sufficient support.

Positive

Merger with Nuvei approved by stockholders, with 224,985,441 votes in favor versus 2,236,609 against, clearing a key step toward Payoneer becoming a wholly owned subsidiary of Nuvei.

Negative

None.

Filing Explained

Stockholder approval advances the deal but does not report closing; completion would make Payoneer a wholly owned Nuvei subsidiary.

The September 14, 2026 Form 8-K records approval of the merger proposal and states that, if completed under the agreement, Payoneer would survive as Nuvei’s wholly owned subsidiary.

An 8-K reports a specified material event; here, the disclosed event is shareholder approval of the proposed ownership transaction, not a reported closing.

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

Shares entitled to vote: 338,850,836 shares Votes for Merger Agreement: 224,985,441 shares Votes against Merger Agreement: 2,236,609 shares +4 more

7 metrics

Shares entitled to vote 338,850,836 shares Common stock entitled to vote as of the record date for the special meeting

Votes for Merger Agreement 224,985,441 shares Shares voted in favor of the Merger Agreement with Nuvei

Votes against Merger Agreement 2,236,609 shares Shares voted against the Merger Agreement with Nuvei

Abstentions on Merger Agreement 54,219 shares Shares abstaining on the Merger Agreement proposal

Votes for merger-related compensation 212,564,908 shares Shares in favor of non-binding advisory vote on merger-related executive compensation

Votes against merger-related compensation 14,300,204 shares Shares against non-binding advisory vote on merger-related executive compensation

Abstentions on merger-related compensation 411,157 shares Shares abstaining on non-binding advisory vote on merger-related executive compensation

Key Terms

Merger Agreement, special meeting of stockholders, non-binding, advisory basis, Adjournment Proposal

4 terms

Merger Agreement financial

"The proposal to adopt the Agreement and Plan of Merger (the “Merger Agreement”)"

A merger agreement is a binding contract that lays out the exact terms for two companies to combine, including the price, what each side will deliver, and the conditions that must be met before the deal is completed. Investors care because it sets the timetable, payouts and risks — like a blueprint or prenup that shows whether the deal is likely to close, how ownership will change, and what could cancel or alter the payout they expect.

special meeting of stockholders financial

"held a special meeting of stockholders (the “Special Meeting”)"

A special meeting of stockholders is an unscheduled gathering called to let shareholders vote on specific, often urgent company decisions—like mergers, major asset sales, changes to the board, or amendments to governing rules. Think of it as an emergency town hall where owners cast ballots in person or by mail/online; outcomes can materially change a company’s strategy, control or value, so investors pay close attention and may need to vote or adjust holdings accordingly.

non-binding, advisory basis financial

"was approved on a non-binding, advisory basis by stockholders"

A non-binding, advisory basis means a recommendation or decision that carries no legal force and does not obligate the parties to act; it’s similar to a friendly suggestion rather than a signed promise. For investors, this matters because such guidance can influence market expectations and management plans but offers no guarantee of follow-through, so investors should treat it as informative input rather than a firm commitment.

Adjournment Proposal financial

"Proposal 3 – The Adjournment Proposal"

An adjournment proposal is a formal request made at a shareholder or board meeting to pause the meeting and reconvene at a later date or time. It matters to investors because it postpones votes and decisions, giving parties extra time to gather information, solicit support, negotiate alternatives or introduce new options — like hitting pause on a group decision to wait for more facts, which can alter outcomes and market reactions.

FAQ

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

What did Payoneer Global Inc. (PAYO) stockholders approve at the September 14, 2026 special meeting?

Stockholders approved the Merger Agreement with Nuvei, under which Payoneer will become a wholly owned subsidiary of Nuvei, and also approved, on a non-binding advisory basis, potential compensation to named executive officers related to the merger.

How many PAYO shares were entitled to vote at the special meeting?

As of the record date for the special meeting, 338,850,836 shares of Payoneer common stock were entitled to vote on the merger and related proposals.

What were the vote results on the Payoneer–Nuvei Merger Agreement?

The Merger Agreement proposal received 224,985,441 votes for, 2,236,609 votes against, and 54,219 abstentions, indicating substantial support among voting stockholders.

Was the adjournment proposal used at the Payoneer special meeting?

No. The adjournment proposal was rendered moot because there were already sufficient votes to approve the Merger Agreement proposal at the time of the special meeting.

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

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Available on EDGAR 09/14/2026 - 04:46 PM Accepted by SEC EDGAR 09/14/2026 - 04:43 PM

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): September 14, 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:

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 September 14, 2026, Payoneer Global Inc. (the “Company”) held a special meeting of stockholders (the “Special Meeting”) in connection with the proposed merger with Nuvei (as defined below), as described in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on August 11, 2026 (the “Proxy Statement”).

The following is a summary of the voting results for each of the proposals voted upon at the Special Meeting. For more information on these proposals, please refer to the Proxy Statement. As of the record date for the Special Meeting (the “Record Date”), there were 338,850,836 shares of Company common stock, par value $0.01 per share (the “Common Stock”), entitled to vote at the Special Meeting.

Proposal 1 – The Merger Agreement Proposal

The proposal to adopt the Agreement and Plan of Merger (the “Merger Agreement”), dated as of June 12, 2026, among the Company, Neon Maple Parent Inc. (“Nuvei”), a corporation incorporated pursuant to the laws of Canada, and Panda Acquisition Sub Inc., a Delaware corporation and wholly owned indirect subsidiary of Nuvei, and the transactions contemplated thereby, including the merger of Panda Acquisition Sub Inc. with and into the Company, with the Company surviving the merger as a wholly owned subsidiary of Nuvei, upon the terms and subject to the conditions of the Merger Agreement, was approved by stockholders with 224,985,441 shares voted in favor, 2,236,609 shares voted against, and 54,219 shares abstained.

Proposal 2 – The Merger-Related Compensation Proposal

The proposal to approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to the Company’s named executive officers that is based on or otherwise relates to the Merger Agreement and the transactions contemplated thereby, was approved on a non-binding, advisory basis by stockholders with 212,564,908 shares voted in favor, 14,300,204 shares voted against, and 411,157 shares abstained.

Proposal 3 – The Adjournment Proposal

The proposal to approve the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to approve the Merger Agreement Proposal at the time of the Special Meeting, was rendered moot as there were sufficient votes to approve the Merger Agreement Proposal at the time of the Special Meeting.

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.


September 14, 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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