---
schema_version: "secwatch.filing_event.v1"
accession: "0000950103-25-007473"
form_type: "8-K/A"
ticker: "PAYO"
cik: "0001845815"
company_name: "Payoneer Global Inc."
filed_at: "2025-06-17T23:59:59+00:00"
generated_at: "2026-05-19T05:09:46.519970+00:00"
event_type: "other_material"
sentiment: "positive"
materiality_score: 0.5
calibrated_materiality_score: 0.5
confidence: "high"
source: SEC EDGAR
---

# Payoneer stockholders approve board declassification and supermajority removal

## Summary
- Proposal to declassify Board and mandate annual director elections passed with 243.1M votes (99.9% of cast).
- Proposal to eliminate supermajority voting for charter/bylaw amendments passed with 242.9M votes (99.8%).
- Charter and bylaw amendments effective June 16, 2025; Bylaws now use majority voting standard for uncontested elections.

## SEC filing metadata
- accession: 0000950103-25-007473
- form_type: 8-K/A
- ticker: PAYO
- cik: 0001845815
- company_name: Payoneer Global Inc.
- filed_at: 2025-06-17T23:59:59+00:00
- event_type: other_material
- sentiment: positive
- materiality_score: 0.5
- calibrated_materiality_score: 0.5
- confidence: high
- sec_items: 5.03, 5.07, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1845815/000095010325007473/0000950103-25-007473-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1845815/000095010325007473/dp230198_8ka.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0000950103-25-007473
- JSON: https://secwatch.observer/filing/0000950103-25-007473.json
- Plain text: https://secwatch.observer/filing/0000950103-25-007473.txt

## Key facts
- Governance Changes
  Payoneer Global Inc.: Amendments to Bylaws to provide for annual election of directors, eliminate supermajority voting for stockholder amendments, and change election voting standard to majority of votes cast (effective 2025-06-16).
  - Change: bylaw amendment
  - Effective: 2025-06-16
  source text: The Board also adopted amendments to the Bylaws (the “Bylaw Amendments”), which were contingent on the Charter Amendments and became effective on the same date. Among other things, the Bylaw Amendments (i) provide for the annual election of directors in conjunction with the declassification of the Board, (ii) eliminate the supermajority voting requirement for stockholders to amend the Bylaws, and (iii) amend the voting standard with respect to the election of directors in uncontested elections to a majority of votes cast standard.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1845815/000095010325007473/0000950103-25-007473-index.htm
- Governance Changes
  Payoneer Global Inc.: Amendments to Charter to phase out classified board and provide for annual election of directors, and to eliminate supermajority voting requirements (effective 2025-06-16).
  - Change: charter amendment
  - Effective: 2025-06-16
  source text: On June 16, 2025, following approval by stockholders at the reconvened Annual Meeting of Stockholders of the amendments to the Charter contemplated by Proposals 4 and 5 (the “Charter Amendments”), the Company filed a Certificate of Amendment (the “Certificate of Amendment”) to the Charter with the Secretary of State of the State of Delaware, effective upon its filing
  evidence_url: https://www.sec.gov/Archives/edgar/data/1845815/000095010325007473/0000950103-25-007473-index.htm

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