Flywire (NASDAQ: FLYW) investors approve directors, auditor and say-on-pay

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Flywire Corporation reported the results of its 2026 annual meeting of stockholders held on June 2, 2026. Of 121,465,195 shares entitled to vote, 107,048,791 shares, or about 88%, were represented in person or by proxy, establishing a quorum.

Stockholders elected Alex Finkelstein, Matthew Harris and Gretchen Howard as Class II directors to serve until the 2029 annual meeting or until successors are elected and qualified. Each director received more votes for than withheld.

Stockholders also ratified PricewaterhouseCoopers LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, and approved, on a non-binding advisory basis, the compensation of the company’s named executive officers.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Shares entitled to vote: 121,465,195 shares Shares represented: 107,048,791 shares Votes for PwC ratification: 106,991,060 votes +3 more

6 metrics

Shares entitled to vote 121,465,195 shares Voting common stock entitled to vote at 2026 annual meeting

Shares represented 107,048,791 shares Approximately 88% of entitled shares present or by proxy

Votes for PwC ratification 106,991,060 votes Ratification of PricewaterhouseCoopers LLP as 2026 auditor

Say-on-pay support 76,951,676 votes for Advisory approval of named executive officer compensation

Votes for Alex Finkelstein 66,359,905 votes Election as Class II director

Votes for Gretchen Howard 69,983,032 votes Election as Class II director

Key Terms

broker non-votes, non-binding, advisory basis, independent registered public accounting firm, Schedule 14A

4 terms

broker non-votes financial

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

non-binding, advisory basis financial

"approved, on a non-binding, advisory basis, the compensation of the Company’s named executive officers"

A non-binding, advisory basis means a recommendation or decision that carries no legal force and does not obligate the parties to act; it’s similar to a friendly suggestion rather than a signed promise. For investors, this matters because such guidance can influence market expectations and management plans but offers no guarantee of follow-through, so investors should treat it as informative input rather than a firm commitment.

independent registered public accounting firm financial

"ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

Schedule 14A regulatory

"the Company’s definitive proxy statement on Schedule 14A filed with the"

Schedule 14A is a document that companies file with regulators to share important information with shareholders before a big vote, like approving a merger or election of directors. It matters because it helps investors understand what’s happening so they can make informed decisions about the company’s future.

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Understanding 8-K Material Events →

06/05/2026 - 04:02 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 2, 2026

FLYWIRE CORPORATION

(Exact name of Registrant as specified in its charter)

     Delaware

     001-40430

     27-0690799

     (State or other jurisdiction
of incorporation)

     (Commission
File No.)

     (IRS Employer
Identification No.)

    

Tremont St #10

    

     Boston, MA 02111

    

     (Address of principal executive offices and zip code)

    

Registrant’s telephone number, including area code: (617) 329-4524

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

     Title of each class

     Trading
Symbol(s)

     Name of each exchange
on which registered

     Voting Common Stock, $0.0001 par value per share

     FLYW

     The Nasdaq Stock Market LLC
(Nasdaq Global Select Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


Item 5.07.	Submission of Matters to a Vote of Security Holders

At the 2026 annual meeting of stockholders (the “Annual Meeting”) of Flywire Corporation (the “Company”) held on June 2, 2026, the following proposals were submitted to the stockholders of the Company:


Proposal 1:	The election of three directors to serve as Class II directors until the Company’s 2029 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, 2026.


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 23, 2026 (the “Proxy Statement”). Of the 121,465,195 shares of the Company’s voting common stock entitled to vote at the Annual Meeting, 107,048,791 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 II directors until the 2029 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
Alex Finkelstein	66,359,905	28,039,448	12,649,438
Matthew Harris	69,331,254	25,068,099	12,649,438
Gretchen Howard	69,983,032	24,416,321	12,649,438


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, 2026. The votes regarding this proposal were as follows:


Votes For	Votes Against	Votes Abstaining
106,991,060	34,547	23,184


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
76,951,676	17,374,863	72,814	12,649,438

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 5, 2026

Source: View Original Filing on SEC EDGAR

FAQ

What did Flywire (FLYW) stockholders vote on at the 2026 annual meeting?

Flywire stockholders voted on director elections, auditor ratification, and executive pay. They elected three Class II directors, ratified PricewaterhouseCoopers LLP as independent auditor for 2026, and approved, on a non-binding advisory basis, compensation for the company’s named executive officers as described in the proxy statement.

How many Flywire (FLYW) shares were represented at the 2026 annual meeting?

Flywire had 107,048,791 shares represented at the 2026 annual meeting. This was out of 121,465,195 voting common shares entitled to vote, meaning approximately 88% of eligible shares were present in person or by proxy, which was sufficient to constitute a quorum for conducting business.

Which directors were elected at Flywire’s 2026 annual meeting?

Stockholders elected Alex Finkelstein, Matthew Harris and Gretchen Howard as Class II directors. Each will serve until the 2029 annual meeting of stockholders, or until a successor is duly elected and qualified, based on receiving more votes for than votes withheld in the director elections.

Did Flywire (FLYW) stockholders approve the auditor for 2026?

Yes, stockholders ratified PricewaterhouseCoopers LLP as Flywire’s independent auditor for 2026. The ratification vote received 106,991,060 votes for, 34,547 votes against, and 23,184 votes abstaining, confirming the appointment for the year ending December 31, 2026.

Was Flywire’s executive compensation approved on a say-on-pay basis?

Yes, Flywire’s executive compensation received advisory approval from stockholders. The non-binding say-on-pay proposal received 76,951,676 votes for, 17,374,863 votes against, 72,814 abstentions, and 12,649,438 broker non-votes, reflecting support for the compensation of named executive officers as described in the proxy statement.

Filing Exhibits & Attachments

1 document