Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On November 11, 2022, the Board of Directors of Paymentus Holdings, Inc. (the "Company") approved and adopted Amended and Restated Bylaws (the "Restated Bylaws") of the Company, effective immediately. The amendments effected by the Restated Bylaws include changes designed to comply with new Rule 14a-19 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and enhance advance notice procedures pertaining to stockholder proposals and nominations for director.

Among other changes, the Restated Bylaws require that if the date of the annual meeting for the current year has changed by more than 25 days from the first anniversary of the preceding year's annual meeting, any notice of a stockholder nomination for director or submission of stockholder proposals (other than proposals submitted under Rule 14a-8 of the Exchange Act) must be submitted no later than 5:00 p.m. local time on the later of (1) if the first public announcement of the date of the annual meeting is less than 100 days prior to the date of such annual meeting, the 10th day following the day on which public announcement of the date of the annual meeting is first made by the Company, and (2) the 90th day prior to the date of the annual meeting.

The Restated Bylaws also reflect recent amendments to the Delaware General Corporation Law pertaining to stockholder lists and adjournments of stockholder meetings, and certain other minor updates, including ministerial, clarifying and conforming changes.

The foregoing description is qualified in its entirety by reference to the full text of the Restated Bylaws, which is attached hereto as Exhibit 3.2 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

3.2 Amended and Restated Bylaws of Paymentus Holdings, Inc.

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

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