---
schema_version: "secwatch.filing_event.v1"
accession: "0000950103-23-008321"
form_type: "8-K"
ticker: "PAYO"
cik: "0001845815"
company_name: "Payoneer Global Inc."
filed_at: "2023-06-01T23:59:59+00:00"
generated_at: "2026-06-14T09:43:01.172436+00:00"
event_type: "other"
sentiment: "neutral"
materiality_score: 0.0
calibrated_materiality_score: 0.0
confidence: "high"
source: SEC EDGAR
---

# Payoneer stockholders re-elect four directors, ratify PwC as auditor, approve say-on-pay on annual basis

## Summary
- John Caplan, Amir Goldman, Susanna Morgan, and Rich Williams re-elected as Class II directors with overwhelming support.
- Kesselman & Kesselman (PwC) ratified as independent auditor for FY 2023: 314.8M shares for, 704k against, 68k abstain.
- Non-binding advisory vote on executive compensation approved: 248.8M for, 13.0M against, 134k abstain.
- Stockholders voted for annual frequency of future say-on-pay votes; company will hold annual advisory votes going forward.

## SEC filing metadata
- accession: 0000950103-23-008321
- form_type: 8-K
- ticker: PAYO
- cik: 0001845815
- company_name: Payoneer Global Inc.
- filed_at: 2023-06-01T23:59:59+00:00
- event_type: other
- sentiment: neutral
- materiality_score: 0.0
- calibrated_materiality_score: 0.0
- confidence: high
- sec_items: 5.07
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1845815/000095010323008321/0000950103-23-008321-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1845815/000095010323008321/dp194737_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0000950103-23-008321
- JSON: https://secwatch.observer/filing/0000950103-23-008321.json
- Plain text: https://secwatch.observer/filing/0000950103-23-008321.txt

## Key facts
- Shareholder Votes
  Payoneer Global Inc. shareholders approved Non-Binding Advisory Vote to Approve Named Executive Officer Compensation at the 2023-05-31 meeting.
  - Proposal: say on pay
  - Outcome: passed
  - Meeting: 2023-05-31
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1845815/000095010323008321/0000950103-23-008321-index.htm
- Shareholder Votes
  Payoneer Global Inc. shareholders approved Ratification of Appointment of Independent Registered Public Accounting Firm at the 2023-05-31 meeting.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2023-05-31
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1845815/000095010323008321/0000950103-23-008321-index.htm
- Shareholder Votes
  Payoneer Global Inc. shareholders approved Non-Binding Advisory Vote on the Frequency of Future Stockholder Non-Binding Advisory Votes to Approve Named Executive Officer Compensation at the 2023-05-31 meeting.
  - Proposal: say on pay frequency
  - Outcome: passed
  - Meeting: 2023-05-31
  source text: 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. 1 Year 2 Years 3 Years Abstain 260,502,861 37,242 1,247,113 164,609
  evidence_url: https://www.sec.gov/Archives/edgar/data/1845815/000095010323008321/0000950103-23-008321-index.htm
- Shareholder Votes
  Payoneer Global Inc. shareholders approved Election of Directors at the 2023-05-31 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2023-05-31
  source text: 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
  evidence_url: https://www.sec.gov/Archives/edgar/data/1845815/000095010323008321/0000950103-23-008321-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.