UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): June 9, 2025
Commission File Number: 001-41430
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | ||||||||||||||||||||||||||||||||||
| (Address of principal executive offices) | (Zip Code) | ||||||||||||||||||||||||||||||||||
(646 ) 710-7714
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
5.07 Submission of Matters to a Vote of Security Holders.
The Company held its Annual General Meeting of Shareholders on June 9, 2025. Below are the final voting results. For more information on the following proposals, see the Company’s proxy statement dated April 30, 2025, the relevant portions of which are incorporated herein by reference.
(1)ELECTION OF DIRECTORS
| Director | FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | ||||||||||
| Gal Krubiner | 145,864,246 | 495,558 | 844,972 | 11,913,329 | ||||||||||
| Avital Pardo | 145,773,920 | 582,718 | 848,138 | 11,913,329 | ||||||||||
| Yahav Yulzari | 145,709,367 | 636,297 | 859,112 | 11,913,329 | ||||||||||
| Alison Davis | 146,303,300 | 56,956 | 844,520 | 11,913,329 | ||||||||||
| Asheet Mehta | 146,304,827 | 55,347 | 844,602 | 11,913,329 | ||||||||||
(2)RE-APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
| FOR | 158,177,412 | ||||
| AGAINST | 52,004 | ||||
| ABSTAIN | 888,689 | ||||
(3)APPROVAL OF THE FRAMEWORK FOR THE 2025 BONUSES FOR OUR EXECUTIVE OFFICERS WHO ARE ALSO DIRECTORS
(a)Chief Executive Officer
| FOR | 95,833,819 | ||||
| AGAINST | 4,063,285 | ||||
| ABSTAIN | 892,856 | ||||
| BROKER NON-VOTES | 11,214,262 | ||||
(b)Additional Management Directors
| FOR | 61,120,528 | ||||
| AGAINST | 4,063,285 | ||||
| ABSTAIN | 892,856 | ||||
| BROKER NON-VOTES | 11,913,329 | ||||
(4)APPROVAL, ON AN ADVISORY (NON-BINDING) BASIS, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS
| FOR | 141,170,004 | ||||
| AGAINST | 5,142,265 | ||||
| ABSTAIN | 892,507 | ||||
| BROKER NON-VOTES | 11,913,329 | ||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| PAGAYA TECHNOLOGIES LTD. | ||||||||
| Date: June 11, 2025 | By: | /s/ Gal Krubiner | ||||||
| Name: | Gal Krubiner | |||||||
| Title: | Chief Executive Officer | |||||||