Payoneer Global Inc
For the period ended Jun 30, 2024. Filed Aug 7, 2024.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2024 · Filed Aug 7, 2024
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Item 5. Other Information
Rule 10b5-1 and Non-Rule 10b5-1 Trading Arrangements
During the three months ended June 30, 2024, certain of our officers and directors took the following actions with respect to trading arrangements for the sale of shares of our common stock:
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| · · · Plans · · | ||||||
| | Action | Date | Rule 10b5-1* | Non-Rule 10b5-1** | Number of Shares to be Sold | Expiration |
| Arnon Kraft, Chief Operating Officer(1) | Adoption | May 15, 2024 | X | | 139,237 | November 15, 2024 |
| Scott Galit, Director | Adoption | May 29, 2024 | X | | 300,000 | October 1, 2024 |
| Bea Ordonez, Chief Financial Officer | Adoption | June 4, 2024 | X | | 85,000 | September 30, 2025 |
| * | Intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) |
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| ** | Not intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) |
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(1) Arnon Kraft departed as Chief Operating Officer of the Company on June 30, 2024.
Reclassification of the Board and re-appointment of a Director to the Board.
Pursuant to the terms of the Amended and Restated Certificate of Incorporation of the Company, the Company’s board of directors (the“Board”) is to be divided into three classes, with each class consisting, as nearly as may be practicable, of one-third of the total number of directors. In order to effect a rebalancing of the existing classes of the Company’s Board, on August 2, 2024, Rich Williams, who currently serves as a Class II director, submitted his resignation as a director of the Company, subject to and effective upon the Board’s agreement to reappoint Mr. Williams as a Class I director. On August 5, 2024, the Board reappointed him as a Class I director, with immediate effect. As a Class I director, Mr. William’s term will continue until the Company’s 2025 annual meeting of stockholders. Mr. Williams will continue to serve on the Company’s Audit Committee and as chair of the Risk Committee. Mr. Williams’ resignation was submitted solely to enable the Board to rebalance its three classes and not due to any disagreement between himself and the Company, its management, the Board, or any committee of the Board.
Amendments to Bylaws.
On August 5, 2024, the Board amended the bylaws of the Company (the bylaws, as so amended and restated, the“Amended and Restated Bylaws”), effective immediately. The Amended and Restated Bylaws, among other things:
| ● | update the provisions relating to adjournment procedures to conform with amendments to the Delaware General Corporation Law; |
| ● | clarify certain procedural requirements with respect to director nominations by stockholders related to the delivery of notices; |
| ● | enhance the disclosure requirements to include additional information regarding the stockholder making the director nomination(s), the director nominee(s), and their associates and affiliates and that the information is updated and supplemented to be accurate and timely; |
| ● | require that any stockholder making director nominations pursuant to Rule 14a-19 include a representation that such stockholder will deliver a proxy statement and form of proxy to holders of at least 67% of the voting power of the Company’s stock entitled to vote generally in the election of directors and provide reasonable evidence of compliance with Rule 14a-19 upon request; |
| ● | require any stockholder soliciting proxies from other stockholders to use a proxy card color other than white, with white proxy cards being reserved for exclusive use by the Board; and |
| ● | make various conforming, technical and non-substantive changes. |
The foregoing summary of the amendments does not purport to be complete and is qualified in its entirety by reference to the complete text of the Amended and Restated Bylaws, a copy of which is attached to this Quarterly Report on Form 10-Q as Exhibit 3.1 and is incorporated herein by reference.
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