Paymentus Holdings, Inc. 8-K

What Happened

• Paymentus Holdings, Inc. announced the results of its June 5, 2026 Annual Meeting of Stockholders. Three Class II directors — Jody Davids, Adam Malinowski and Gary Trainor — were re-elected for three-year terms. PricewaterhouseCoopers LLP was ratified as the company’s independent registered public accounting firm for fiscal 2026. Stockholders approved, on an advisory basis, the compensation of the company’s named executive officers and selected a one-year frequency for future “say-on-pay” advisory votes.
• As of the record date there were 62,936,502 shares of Class A common stock and 62,852,835 shares of Class B common stock outstanding. Class A shares carry one vote each; Class B shares carry ten votes each; the two classes voted together and roughly 97% of combined voting power was present or represented by proxy.

Key Details

• Director election vote totals:
  • Jody Davids — For: 651,204,104; Withheld: 9,379,553; Broker non-votes: 8,121,639
  • Adam Malinowski — For: 649,273,539; Withheld: 11,310,118; Broker non-votes: 8,121,639
  • Gary Trainor — For: 645,710,319; Withheld: 14,873,338; Broker non-votes: 8,121,639
• Auditor ratification (PwC): For 668,498,797; Against 100,921; Abstained 105,578
• Advisory say-on-pay: For 659,611,183; Against 942,919; Abstained 29,555; Broker non-votes: 8,121,639
• Advisory vote on frequency: One Year chosen — One Year: 659,717,563; Two Years: 5,003; Three Years: 844,276; Abstained: 16,815

Why It Matters

• Re-election of all three directors and the strong for-votes indicate shareholder support for the current board slate and leadership continuity.
• Ratification of PwC as auditor completes the company’s governance housekeeping for FY2026 and confirms the auditor relationship.
• Approval of executive compensation (say-on-pay) and selection of annual advisory votes mean shareholders will get yearly non-binding votes on executive pay, which keeps compensation oversight frequent.
• High turnout (~97% of combined voting power) shows substantial shareholder engagement in these governance items.