UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM
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CURRENT REPORT
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| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On May 31, 2023, Payoneer Global Inc. (the “Company”) held its annual meeting of stockholders.
Proposal 1 – Election of Directors
The Class II Directors proposed by management were elected with a tabulation of votes to the nearest share as shown below. The Directors also had broker non-votes totaling 53,641,114.
| Name | For | Withheld | ||
| John Caplan | 260,369,250 | 1,582,575 | ||
| Amir Goldman | 217,420,982 | 44,530,843 | ||
| Susanna Morgan | 260,952,344 | 999,481 | ||
| Rich Williams | 260,263,413 | 1,688,412 |
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 2023 fiscal year was ratified by stockholders with 314,819,699 shares voted in favor, 704,805 shares voted against, and 68,435 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 248,796,903 shares voted in favor, 13,020,457 shares voted against, and 134,465 shares abstained. The proposal also had broker non-votes totaling 53,641,114.
Proposal 4 – Non-Binding Advisory Vote on the Frequency of Future Stockholder Non-Binding Advisory Votes to Approve Named Executive Officer Compensation
The stockholders approved on a non-binding, advisory basis, an annual vote frequency for future advisory votes on the compensation of the Company’s named executive officers, with a tabulation of votes to the nearest share shown below. The proposal also had broker non-votes totaling 53,641,114.
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1 Year |
2 Years |
3 Years |
Abstain |
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| 260,502,861 | 37,242 | 1,247,113 | 164,609 |
In light of the voting results on Proposal 4, the Company has decided to seek a non-binding advisory stockholder vote on named executive officer compensation every one year and accordingly to include same in its proxy materials on an annual basis until the next required advisory vote on such matter.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| PAYONEER GLOBAL INC. | ||||
| Date: | June 1, 2023 | By: | /s/ Bea Ordonez | |
| Name: Bea Ordonez | ||||
| Title: Chief Financial Officer | ||||