Flywire Corp
For the period ended Jun 3, 2025. Filed Apr 22, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jun 3, 2025 · Filed Apr 22, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No.)
Filed by the Registrant
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Filed by a party other than the Registrant
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Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
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| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| ☒ | Definitive Proxy Statement |
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| ☐ | Definitive Additional Materials |
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| ☐ | Soliciting Material under Rule 14a-12 |
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(Name of Registrant as Specified in its Charter)
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| ☐ | Fee paid previously with preliminary materials. |
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| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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Dear Stockholder:
April 22, 2025
You are cordially invited to attend the 2025 Annual Meeting of Stockholders of Flywire Corporation (Flywire) that will be held on Tuesday, June 3, 2025 at 9:30 a.m. EDT (the Annual Meeting). The Annual Meeting will be held virtually via live audio webcast on the internet at www.proxydocs.com/FLYW. Even though our Annual Meeting will be held virtually, stockholders will still have the ability to participate and vote their shares at the Annual Meeting if they wish.
Details regarding the Annual Meeting and the business to be conducted are described in the accompanying proxy materials. Also included is a copy of our annual report on Form 10-K for the year ended December 31, 2024 (the 2024 Annual Report). We encourage you to read this information carefully. Your vote is important. Whether or not you plan to attend the Annual Meeting, we hope you will vote as soon as possible. You may vote over the internet, by telephone or by mailing a proxy card, if you have requested one. Please review the instructions on the Notice of Internet Availability of Proxy Materials you received in the mail regarding each of these voting options.
Thank you for your ongoing support of Flywire.
Very truly yours,
Michael Massaro
Chief Executive Officer and Director
141 Tremont St., 10 th Floor
Boston, Massachusetts 02111
Notice of Annual Meeting
for 2025 Annual Meeting of Stockholders
| Time and Date: Tuesday, June 3, 2025 at 9:30 a.m. EDT. | Place: The Annual Meeting will be held via live webcast at www.proxydocs.com/FLYW. To participate, you will need the 16-digit control number provided on your proxy card or voting instruction form. | Record Date: You are entitled to vote if you were a stockholder of record as of the close of business on April 8, 2025. |
ITEMS OF BUSINESS
| 1 | To elect the two directors named in the proxy statement accompanying this notice to serve as Class I directors until the annual meeting held in 2028 and until their successors are duly elected and qualified. |
| 2 | To ratify the appointment of PricewaterhouseCoopers LLP as Flywire Corporation’s independent registered public accounting firm for the year ending December 31, 2025. |
| 3 | To approve, on a non-binding, advisory basis, the compensation of Flywire Corporation’s named executive officers as described in this proxy statement. |
To transact such other business as may properly come before the Annual Meeting or any adjournment thereof.
These items of business are more fully described in the proxy statement accompanying this notice.
ADJOURNMENTS AND POSTPONEMENTS
Any action on the items of business described above may be considered at the Annual Meeting at the time and on the date specified above or at any time and date to which the Annual Meeting may be properly adjourned or postponed.
VOTING
Your vote is very important. Whether or not you plan to attend the Annual Meeting, we encourage you to read the proxy statement and vote on the internet or by telephone or submit your proxy card, if you have requested one, as soon as possible. For specific instructions on how to vote your shares, please refer to the section entitled “Questions and Answers about Procedural Matters.”
A Notice of Internet Availability of Proxy Materials (Notice) has been mailed to stockholders of record on or about April 22, 2025. The Notice contains instructions on how to access our proxy statement for our 2025 Annual Meeting of Stockholders and our 2024 Annual Report (together, the proxy materials). The Notice also provides instructions on how to vote online, by telephone or by mail and includes instructions on how to receive a paper copy of proxy materials by mail. The proxy materials can be accessed directly at the following internet address: www.proxydocs.com/FLYW.
By order of the Board of Directors,
Michael Massaro
Chief Executive Officer and Director
This notice of annual meeting, proxy statement and accompanying form of proxy card are being made available on or about April 22, 2025.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.