Payoneer股东高票通过Nuvei每股7.40美元现金收购案，属预期内程序性里程碑

----- dp253325_8k.htm -----
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):
September 14, 2026
Payoneer Global Inc.
(Exact Name of Registrant as Specified in its Charter)
Delaware
001-40547
86-1778671
(State or other jurisdiction of incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)
195 Broadway
,
27th floor
New York
,
New York
10007
(Address of Principal Executive Offices)
(Zip Code)
Registrant’s telephone number, including
area code: (
212
)
600-9272
N/A
(Former name or former address, if changed since last report)
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:
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act:
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, par value $0.01 per share
PAYO
The Nasdaq Stock Market LLC
Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (Sec.230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (Sec.240.12b-2 of this chapter).
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.
☐
Item 5.07 Submission of Matters to a Vote of Security
Holders.
On September 14, 2026, Payoneer Global Inc. (the “Company”)
held a special meeting of stockholders (the “Special Meeting”) in connection with the proposed merger with Nuvei (as defined
below), as described in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on August
11, 2026 (the “Proxy Statement”).
The following is a summary of the voting results for each
of the proposals voted upon at the Special Meeting. For more information on these proposals, please refer to the Proxy Statement. As of
the record date for the Special Meeting (the “Record Date”), there were 338,850,836 shares of Company common stock, par value
$0.01 per share (the “Common Stock”), entitled to vote at the Special Meeting.
Proposal 1 – The Merger Agreement Proposal
The proposal to adopt the Agreement and Plan of Merger
(the “Merger Agreement”), dated as of June 12, 2026, among the Company, Neon Maple Parent Inc. (“Nuvei”), a corporation
incorporated pursuant to the laws of Canada, and Panda Acquisition Sub Inc., a Delaware corporation and wholly owned indirect subsidiary
of Nuvei, and the transactions contemplated thereby, including the merger of Panda Acquisition Sub Inc. with and into the Company, with
the Company surviving the merger as a wholly owned subsidiary of Nuvei, upon the terms and subject to the conditions of the Merger Agreement,
was approved by stockholders with 224,985,441 shares voted in favor, 2,236,609 shares voted against, and 54,219 shares abstained.
Proposal 2 – The Merger-Related Compensation
Proposal
The proposal to approve, on a non-binding, advisory basis,
the compensation that may be paid or become payable to the Company’s named executive officers that is based on or otherwise relates
to the Merger Agreement and the transactions contemplated thereby, was approved on a non-binding, advisory basis by stockholders with
212,564,908 shares voted in favor, 14,300,204 shares voted against, and 411,157 shares abstained.
Proposal 3 – The Adjournment Proposal
The proposal to approve the adjournment of the Special
Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to approve the Merger Agreement Proposal
at the time of the Special Meeting, was rendered moot as there were sufficient votes to approve the Merger Agreement Proposal at the time
of the Special Meeting.
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.
September 14, 2026
By:
/s/ John Caplan
Name:
John Caplan
Title:
Chief Executive Officer