Welcome to the 2026 annual meeting of stockholders for Paymentus Holdings, Inc. Our host for today's call is Dushyant Sharma, Chairman, President, and Chief Executive Officer of Paymentus Holdings. I will now turn the call over to your host. Mr. Sharma, you may begin.
Thank you. Good afternoon, ladies and gentlemen. This is Dushyant Sharma, Chairman, President, CEO of Paymentus Holdings, Inc. I welcome you to Paymentus Holdings, Inc 2026 virtual annual meeting of the stockholders. I'll serve as Chairman of this meeting, and the meeting is now called to order. We'll first conduct the formal business of the annual meeting, and following adjournment, we will address questions of general interest submitted by stockholders through the annual meeting web portal. Rules of conduct for the annual meeting are available on the web portal. During the formal portion of the meeting, questions should relate to the proposal under consideration. The stockholders wishing to submit questions should follow the instructions provided on the meeting portal. Please limit submissions to two questions.
With us today are Paymentus's Lead Independent Director, Robert Palumbo, Chief Financial Officer, Sanjay Kalra, Chief Commercial Officer, Jerry Portocalis, Assistant Corporate Secretary, Meredith Burbank, who will serve as secretary for this meeting, and the remaining members of our board of directors. We are also joined by a representative of PricewaterhouseCoopers LLP, our independent auditors. The first order of business is to establish that the meeting has been duly called and that a quorum is present. The stockholders who have sent in proxies need not take any further action with respect to any of the matters to be voted on today. If you wish to vote today during the meeting, please follow the instructions in the proxy statement and on the meeting portal. The polls are now open and will remain open until shortly after discussion of the final proposal.
The board fixed April ninth, 2026, as the record date for determining the stockholders entitled to vote in this meeting. Broadridge Financial Solutions, Inc. has provided an affidavit of distribution attesting to the fact that the notice of 2026 annual meeting was mailed to all stockholders of record beginning on April 22, 2026. The list of stockholders entitled to vote at this meeting has been available for inspection as required by Delaware law. I now ask the secretary to provide a report regarding the shares represented at this meeting.
Mr. Chairman, we have present at this meeting, or represented by proxy, holders of Class A and Class B common stock representing more than a majority of the voting power of the capital stock of the company issued and outstanding and entitled to vote at this meeting. All proxies are in due and proper form.
Thank you. On the basis of the affidavit of distribution and the report of the secretary, proper notice has been given and a quorum is present. Accordingly, this meeting is properly convened. Meredith, were any stockholder nominations or proposals for business for this meeting properly filed?
No, Mr. Chairman.
We'll now proceed to item one, the election of Jody Davids, Adam Malinowski, and Gary Trainor as Class 2 directors to hold office for terms ending at the 2029 annual meeting. We provided you with information regarding our Class 2 director nominees in the proxy statement. I'll now entertain a motion regarding item one.
I so move.
I second the motion.
Meredith, please advise whether any questions have been submitted.
Mr. Chairman, there are no questions submitted with respect to item one.
Meredith, please advise whether any stockholder nominations have been submitted?
Mr. Chairman, there are no stockholder nominations.
I declare the nominations closed. We'll now proceed to item two on the agenda concerning the ratification of the appointment of PricewaterhouseCoopers LLP, as the company's independent registered public accounting firm for fiscal year 2026. We provided you with information regarding PricewaterhouseCoopers and the services they provide in the proxy statement. I'll now entertain a motion regarding this proposal.
I so move. I second the motion.
Meredith, please advise whether any questions have been submitted.
Mr. Chairman, there are no questions submitted with respect to item two.
We'll now proceed to item three on the agenda concerning approval on an advisory basis of the compensation of our named executive officers for the fiscal year ended December thirty-one, twenty-twenty-five, as disclosed in the proxy statement pursuant to the compensation disclosure rules of the Securities and Exchange Commission. We provided you with this information regarding this proposal, which we refer to as Say-on-Pay proposal in the proxy statement. I'll now entertain a motion regarding this proposal.
I so move.
I second the motion.
Meredith, please advise whether any questions have been submitted.
Mr. Chairman, there are no questions submitted with respect to item three.
We'll now proceed to item four on the agenda concerning the vote on an advisory basis as to whether the Say-on-Pay vote should occur every year, every two years, or every three years. We provided you with the information regarding this proposal in the proxy statement. I'll now entertain a motion regarding this proposal.
I so move.
I second the motion.
Meredith, please advise whether any questions have been submitted.
Mr. Chairman, there are no questions submitted with respect to item four.
There are no other matters set by the board or officers for your consideration at this meeting. If you wish to vote now, please do so by clicking the voting button on the web portal and following the instructions. While we allow time for stockholders to complete their voting, I would like to remind you that some of the statements made at this meeting and during question and answer session may be considered forward-looking. The company cautions investors that results of future operations may differ from those anticipated. We urge you to review the cautionary statements, risk factors, and other information contained in our SEC filings, including our annual report for fiscal 2025, which identifies certain risk factors that could cause actual results to differ materially from those projected in any forward-looking statements made today.
Copies of the annual report and other filings are available online at our website and the SEC's website. I now declare the polls closed for the 2026 annual meeting. The next item of business is the preliminary report of the Inspector of Elections. Any ballots cast before the polls close but not reflected in the preliminary report will be reflected in the final report of the Inspector. I now call upon Jim Rait, Inspector of Elections from Broadridge Financial Solutions, Inc., to present his report.
Thank you, Mr. Chairman. Broadridge Financial Solutions, Inc, has determined on item one that each of the three Class II directors nominated by the board has received in excess of 97% of the votes cast in favor for the election of directors. On item two, it has been determined that in excess of the majority of the voting power of the shares present in person or represented by proxy and entitled to vote were cast in favor of ratifying the selection of PricewaterhouseCoopers LLP as the company's independent auditors for the fiscal year 2026.
On item three, it has been determined that in excess of the majority of the voting power of the shares present in person or represented by proxy and entitled to vote were cast in favor of the approval on an advisory basis of the compensation of the company's named executive officers for the fiscal year ended December 31st, 2025, as disclosed in the proxy statement pursuant to the compensation disclosure rules of the Securities and Exchange Commission. Finally, on item four, it has been determined that the option of one year received in excess of 99% of the votes cast in favor for the frequency of future Say-on-Pay advisory votes. That is all for the report of the inspector, Mr. Chairman.
Thank you, Mr. Rait. Based upon preliminary report of the Inspector of Elections, I declare that Jody Davids, Adam Malinowski, and Gary Trainor are elected as Class II directors. The appointment of PricewaterhouseCoopers LLP as the company's independent registered public accounting firm for 2026 is ratified. The Say-on-Pay advisory vote for the fiscal year ended December 31, 2025 is approved, and the stockholders have recommended every year as the frequency for future Say-on-Pay advisory votes. This concludes the formal part of the meeting. I move the meeting to be adjourned.
I second the motion.
All those in favor say aye.
Aye.
Aye.
Opposed? Okay. The annual meeting is now adjourned. We'll now address questions for management or the board that were submitted by stockholders on the annual meeting web portal. Meredith, if any questions of general interest have been submitted on the web portal, please direct them to me and I'll address them or ask the appropriate person to respond.
Mr. Chairman, there are no questions submitted.
Thank you. That concludes today's meeting. On behalf of the directors, management, and employees of Paymentus, thank you for your continued support of and ownership in our company. Thank you.
This now concludes the meeting. Thank you for joining, and have a pleasant day.