Paymentus Holdings, Inc. has announced that its Board of Directors has determined the company will conduct say-on-pay advisory votes on an annual basis, following the overwhelming support from stockholders at the company's 2026 Annual Meeting of Stockholders held on June 5, 2026. The decision aligns with the Board's recommendation and reflects strong investor preference for frequent executive compensation accountability. The company will maintain this annual voting schedule until the next advisory vote on say-on-pay frequency, which is required to occur no later than the 2032 Annual Meeting.

Key Points

  • NYSE: PAY
  • Board of Directors determined the company will hold say-on-pay votes annually based on stockholder advisory voting results
  • In the non-binding advisory vote on say-on-pay frequency, 659,717,563 votes were cast in favor of annual voting, compared to 844,276 votes for three-year intervals and 5,003 votes for two-year intervals
  • The next advisory vote on say-on-pay frequency is required no later than the company's 2032 Annual Meeting of Stockholders

Stockholder Mandate for Annual Executive Compensation Votes

Paymentus Holdings disclosed that stockholders delivered a clear mandate for annual say-on-pay votes at the company's 2026 Annual Meeting. The advisory vote on the frequency of future say-on-pay votes showed decisive support for an annual cadence, with 659,717,563 shares voted in favor of holding the votes every year. This represents substantially stronger support for annual voting compared to alternative frequencies presented to stockholders. The filing indicates that only 5,003 votes were cast in support of biennial voting, and 844,276 votes were cast for a three-year interval between votes.

The Board of Directors' decision to implement annual say-on-pay votes reflects the company's commitment to aligning with stockholder preferences on executive compensation oversight. The disclosure demonstrates that Paymentus is responsive to investor sentiment regarding the frequency and intensity of compensation accountability measures. By choosing annual voting, the company will provide its shareholders with regular opportunities to express their views on named executive officer compensation packages on a yearly basis, rather than allowing longer intervals between votes.

Board Recommendation Validated by Investor Support

The Board of Directors had recommended that stockholders vote in favor of annual say-on-pay votes at the 2026 Annual Meeting, and the voting results validated this recommendation decisively. The filing states that the Board considered the outcome of the advisory vote and determined that implementing annual say-on-pay votes is consistent with both the Board's recommendation and the clear preference expressed by the company's stockholders. This alignment between Board recommendation and shareholder voting outcome suggests there is consensus among Paymentus leadership and its investor base regarding executive compensation governance practices.

The Board's approach reflects current governance best practices in the public company environment, where many investors and governance advocates favor annual say-on-pay votes as a mechanism for maintaining accountability and ensuring that executive compensation remains aligned with company performance and shareholder interests. By adopting the annual frequency, Paymentus joins many of its peers in the financial technology and payments processing sectors that have similarly committed to providing stockholders with yearly opportunities to weigh in on executive pay decisions.

Implementation Timeline and Future Voting Schedule

Under the Board's decision, Paymentus will conduct say-on-pay votes annually until the occurrence of the next advisory vote on the frequency of say-on-pay votes. The disclosure indicates that this next advisory vote on frequency is required to occur no later than the company's 2032 Annual Meeting of Stockholders. This timeline provides investors with a six-year window during which annual say-on-pay votes will be held, ensuring regular opportunities for stockholder input on executive compensation matters at each annual shareholder meeting through 2032.

The requirement to revisit the frequency question by 2032 reflects Securities and Exchange Commission regulations that mandate periodic advisory votes on the frequency of say-on-pay votes. This governance mechanism ensures that companies regularly assess whether the voting frequency remains aligned with stockholder preferences, allowing the company to adjust its practices if investor sentiment shifts in future years. The filing confirms that the annual cadence will remain in effect throughout this period unless circumstances warrant reconsideration or unless stockholders indicate different preferences at a future frequency vote.

Amendment to Original Annual Meeting Report

The disclosure filed on July 23, 2026, is an amended current report that supplements the original report filed on June 8, 2026, regarding the 2026 Annual Meeting voting results. The filing states that the sole purpose of this amendment is to disclose the Board's decision regarding the frequency of future say-on-pay votes, and that no other changes have been made to the original report. This clarification indicates that the company is providing investors with a dedicated disclosure focused specifically on the Board's determination regarding say-on-pay voting frequency, separate from the broader annual meeting results previously reported.

The amendment process demonstrates Paymentus's commitment to ensuring clear and timely disclosure of material governance decisions to the investment community. By filing an amended report specifically addressing the Board's say-on-pay frequency decision, the company provides investors with a clear and focused document addressing this important corporate governance matter. The timing of the amendment, filed approximately six weeks after the annual meeting, allowed time for the Board to deliberate on the voting results and reach its determination.

Voting Results Breakdown and Abstentions

In addition to the votes cast in favor of annual, biennial, and triennial say-on-pay voting frequencies, the filing discloses that 16,815 shares were voted as abstentions on this matter and 8,121,639 shares represented broker non-votes. The abstention votes represent a minimal percentage of total votes cast, indicating that the vast majority of stockholders who participated in the vote expressed a clear preference for one of the three frequency options presented. The broker non-votes reflect shares held by institutional investors whose clients did not provide voting instructions on this particular proposal.

The voting breakdown demonstrates strong and decisive stockholder participation in the frequency determination process. The overwhelming majority of shares voted in favor of annual say-on-pay votes, with the competing proposals receiving comparatively minimal support. This clear mandate provides the Board with strong justification for implementing the annual frequency and suggests that Paymentus shareholders view regular say-on-pay votes as an important mechanism for executive compensation governance and accountability.

Say-on-Pay Votes as Shareholder Accountability Tool

Say-on-pay votes serve as an important shareholder accountability mechanism, allowing investors to express their views on executive compensation decisions and philosophies on a non-binding advisory basis. By voting annually on executive compensation, Paymentus shareholders will have regular opportunities to review the company's approach to named executive officer pay, including base salaries, equity awards, cash bonuses, and other compensation elements. This frequent voting schedule ensures that shareholders can continuously evaluate whether executive compensation remains appropriate given company performance, market conditions, and competitive positioning.

The filing demonstrates that Paymentus recognizes the importance of executive compensation oversight in maintaining investor confidence and supporting good corporate governance. The annual voting frequency allows shareholders to monitor compensation practices systematically rather than at longer intervals, providing a mechanism for ongoing dialogue between management and the investment community regarding pay-related matters. This approach aligns with regulatory expectations and investor advocacy positions that emphasize the value of regular say-on-pay votes in fostering accountability and alignment between executive incentives and shareholder interests.

Governance Implications for Paymentus Investors

The Board's decision to implement annual say-on-pay votes carries implications for Paymentus investors regarding ongoing governance oversight and engagement opportunities. Investors will be able to evaluate executive compensation at each annual meeting, enabling them to assess whether pay packages remain competitive, performance-based, and aligned with company strategy. This regular review mechanism provides shareholders with leverage to influence compensation practices and to communicate concerns or preferences regarding executive pay decisions directly to the Board and management.

The annual say-on-pay voting schedule also reflects the broader governance environment in which Paymentus operates, where many investors increasingly expect regular opportunities to weigh in on executive compensation matters. By adopting this frequency, the company demonstrates responsiveness to evolving investor expectations regarding corporate governance practices. Investors evaluating Paymentus should view the annual say-on-pay commitment as evidence of the company's willingness to engage in transparent dialogue with shareholders regarding executive pay and to remain accountable for compensation decisions on a regular basis.

Regulatory Context and SEC Requirements

Say-on-pay votes are required under Securities and Exchange Commission regulations that mandate companies to provide stockholders with periodic non-binding advisory votes to approve executive compensation. Additionally, SEC rules require companies to conduct advisory votes on the frequency of say-on-pay votes, with the frequency vote typically required at least once every six years. The disclosure reflects Paymentus's compliance with these regulatory requirements and demonstrates the company's proactive approach to shareholder engagement on governance matters.

The filing indicates that Paymentus interpreted the stockholder voting results as a clear mandate for annual frequency and that the Board determined implementation of annual say-on-pay votes is appropriate and consistent with shareholder preferences. The regulatory framework provides companies with flexibility to choose among annual, biennial, or triennial frequencies, but Paymentus's decision to follow the clear stockholder preference demonstrates the company's commitment to responsive governance. The next frequency vote, required by 2032, will provide an opportunity to reassess this decision based on any changes in shareholder sentiment or governance practices.

Named Executive Officer Compensation Disclosure Obligations

The implementation of annual say-on-pay votes will require Paymentus to continue detailed disclosure of named executive officer compensation in its proxy statements filed with the SEC. These compensation disclosures typically include information regarding salaries, bonuses, equity awards, perquisites, and other compensation elements provided to the company's most highly compensated executives. By voting annually on compensation, Paymentus shareholders will have regular opportunities to review these detailed disclosures and to evaluate whether compensation practices align with company performance and shareholder interests.

The filing confirms that Paymentus will maintain the annual say-on-pay voting schedule as part of its ongoing disclosure and governance practices. This commitment means that shareholders can anticipate receiving detailed executive compensation information at each annual meeting, enabling them to make informed decisions regarding say-on-pay votes. The regular disclosure and voting cycle supports transparency in executive compensation practices and provides investors with a mechanism to influence pay decisions through their voting participation.