Payoneer Global Inc.

8-K · dp248180_8k.htm iXBRL

0001845815

 2026-06-09
 2026-06-09

 0001845815

 PAYO:CommonStockParValue0.01PerShareMember

 2026-06-09
 2026-06-09

 iso4217:USD

 xbrli:shares

 iso4217:USD

 xbrli:shares

  

 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