UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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| Item 8.01 | Other Events. |
On December 30, 2024, Payoneer Global Inc. (the “Company”) announced that the Company’s Board of Directors (the “Board”) intends to propose certain changes to the Company’s corporate governance at the Company’s 2025 Annual General Meeting of Stockholders. The Board intends to propose to stockholders amendments to the Company’s Certificate of Incorporation and Bylaws to implement the following: (i) beginning at the Company’s 2026 Annual General Meeting of Stockholders, phasing-out the classified structure of the Board such that all members of the Board shall be elected to annual terms by the Company’s 2028 Annual General Meeting of Stockholders, (ii) removal of the supermajority voting threshold to amend the Company’s Bylaws, and (iii) removal of the supermajority voting threshold to amend the Company’s Certificate of Incorporation. In addition, the Board plans to amend the Bylaws to replace the plurality voting standard with majority voting for uncontested director elections.
Forward-Looking Statements
This Current Report on Form 8-K includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements generally relate to future events or Payoneer’s future financial or operating performance. For example, statements of intended corporate governance changes are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “expect,” “intend,” “plan,” “will,” “estimate,” “anticipate,” “believe,” “predict,” “potential” or “continue,” or the negatives of these terms or variations of them or similar terminology. Such forward-looking statements are subject to risks, uncertainties, and other factors which could cause actual results to differ materially from those expressed or implied by such forward looking statements. These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by Payoneer and its management, as the case may be, are inherently uncertain. Factors that may cause actual results to differ materially from current expectations include, but are not limited to: (1) changes in applicable laws or regulations; (2) the possibility that Payoneer may be adversely affected by geopolitical events and conflicts, such as Israel’s ongoing conflicts in the region, and other economic, business and/or competitive factors; (3) changes in the assumptions underlying our financial estimates; (4) the outcome of any known and/or unknown legal or regulatory proceedings; and (5) other risks and uncertainties set forth in Payoneer’s Annual Report on Form 10-K for the period ended December 31, 2023 and future reports that Payoneer may file with the SEC from time to time. Nothing in this Current Report on Form 8-K should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. Payoneer does not undertake any duty to update these forward-looking statements.
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. | ||
| December 30, 2024 | By: | /s/ Bea Ordonez |
| Name: Bea Ordonez | ||
| Title: Chief Financial Officer | ||