---
schema_version: "secwatch.filing_event.v1"
accession: "0000950170-23-026443"
form_type: "8-K"
ticker: "PAY"
cik: "0001841156"
company_name: "Paymentus Holdings, Inc."
filed_at: "2023-06-05T23:59:59+00:00"
generated_at: "2026-06-14T07:33:19.955059+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.4
calibrated_materiality_score: 0.4
confidence: "high"
source: SEC EDGAR
---

# Paymentus adopts 2023 exec bonus plan; CEO declines bonus; shareholders approve charter amendment

## Summary
- CFO Kalra $500k base, target bonus 100%; other execs Portocalis $420k, Gerber $341k.
- CEO Sharma declines $675k target bonus (192.9% of $350k base); funds reinvested in company.
- Annual meeting elected Class II directors Davids, Malinowski, and Trainor.
- Shareholders ratified PwC as independent auditor for FY2023.
- Approved charter amendment to limit officer liability as permitted by Delaware law.

## SEC filing metadata
- accession: 0000950170-23-026443
- form_type: 8-K
- ticker: PAY
- cik: 0001841156
- company_name: Paymentus Holdings, Inc.
- filed_at: 2023-06-05T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.4
- calibrated_materiality_score: 0.4
- confidence: high
- sec_items: 5.02, 5.07
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1841156/000095017023026443/0000950170-23-026443-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1841156/000095017023026443/pay-20230601.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0000950170-23-026443
- JSON: https://secwatch.observer/filing/0000950170-23-026443.json
- Plain text: https://secwatch.observer/filing/0000950170-23-026443.txt

## Key facts
- Shareholder Votes
  Paymentus Holdings, Inc. shareholders approved Election of three Class II Directors at the 2023-06-02 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2023-06-02
  source text: Item 1—Election of Directors Each of the three nominees named in the Proxy Statement was elected by the stockholders to the Company’s Board of Directors for three-year terms based on the following vote: Nominee Votes For Votes Withheld Broker Non-Votes Jody Davids 1,032,046,672 931,797 2,824,099 Adam Malinowski 1,031,861,933 1,116,536 2,824,099 Gary Trainor 1,031,728,368 1,250,101 2,824,099
  evidence_url: https://www.sec.gov/Archives/edgar/data/1841156/000095017023026443/0000950170-23-026443-index.htm
- Shareholder Votes
  Paymentus Holdings, Inc. shareholders approved Ratification of appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm for fiscal year ending December 31, 2023 at the 2023-06-02 meeting.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2023-06-02
  source text: Item 2—Ratification of the Appointment of PricewaterhouseCoopers LLP The appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 31, 2023 was ratified by the stockholders based on the following vote: Votes For Votes Against Votes Abstained Broker Non-Votes 1,035,798,341 3,961 266 N/A
  evidence_url: https://www.sec.gov/Archives/edgar/data/1841156/000095017023026443/0000950170-23-026443-index.htm
- Shareholder Votes
  Paymentus Holdings, Inc. shareholders approved Approval of amendment to Amended and Restated Certificate of Incorporation to limit liability of certain officers as permitted by Delaware law at the 2023-06-02 meeting.
  - Proposal: charter amendment
  - Outcome: passed
  - Meeting: 2023-06-02
  source text: Item 3—Approval of Amendment to Amended and Restated Certificate of Incorporation The amendment to the Company’s Amended and Restated Certificate of Incorporation was approved by the stockholders based on the following vote: Votes For Votes Against Votes Abstained Broker Non-Votes 1,026,721,650 6,255,286 1,533 2,824,099
  evidence_url: https://www.sec.gov/Archives/edgar/data/1841156/000095017023026443/0000950170-23-026443-index.htm

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