UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.07. | Submission of Matters to a Vote of Security Holders |
At the 2025 annual meeting of stockholders (the “Annual Meeting”) of Flywire Corporation (the “Company”) held on June 3, 2025, the following proposals were submitted to the stockholders of the Company:
| Proposal 1: | The election of two directors to serve as Class I directors until the Company’s 2028 annual meeting of stockholders or until their successors are duly elected and qualified. |
| Proposal 2: | The ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. |
| Proposal 3: | The approval, on a non-binding, advisory basis, of the compensation of the Company’s named executive officers. |
For more information about the foregoing proposals, see the Company’s definitive proxy statement on Schedule 14A filed with the United States Securities and Exchange Commission on April 22, 2025 (the “Proxy Statement”). Of the 120,004,210 shares of the Company’s voting common stock entitled to vote at the Annual Meeting, 105,512,917 shares, or approximately 88%, were represented at the meeting in person or by proxy, constituting a quorum. The number of votes cast for, against or withheld, as well as abstentions and broker non-votes, if applicable, in respect of each such proposal is set forth below:
| Proposal 1: | Election of Directors. |
The Company’s stockholders elected the following directors to serve as Class I directors until the 2028 annual meeting of stockholders or until their successors are duly elected and qualified. The votes regarding the election of the directors were as follows:
| Director | Votes For | Votes Withheld | Broker Non-Votes | |||||||||
| Michael Massaro |
75,978,907 | 13,787,088 | 15,746,922 | |||||||||
| Diane Offereins |
74,192,276 | 15,573,719 | 15,746,922 | |||||||||
| Proposal 2: | Ratification of Appointment of PricewaterhouseCoopers LLP. |
The Company’s stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. The votes regarding this proposal were as follows:
| Votes For | Votes Against | Votes Abstaining | ||
| 105,009,967 | 460,592 | 42,358 |
| Proposal 3: | Advisory Vote on Executive Compensation. |
The Company’s stockholders approved, on a non-binding, advisory basis, the compensation of the Company’s named executive officers as described in the Proxy Statement. The votes regarding this proposal were as follows:
| Votes For | Votes Against | Votes Abstaining | Broker Non-Votes | |||
| 70,938,280 | 18,757,250 | 70,465 | 15,746,922 |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| FLYWIRE CORPORATION | ||
| By: | /s/ Cosmin Pitigoi | |
| Name: | Cosmin Pitigoi | |
| Title: | Chief Financial Officer | |
Dated June 6, 2025