Flywire Corp false 0001580560 0001580560 2024-06-04 2024-06-04

 

 

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 7, 2024 (June 4, 2024)

 

 

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.)

 

141 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 2024 annual meeting of stockholders (the “Annual Meeting”) of Flywire Corporation (the “Company”) held on June 4, 2024, the following proposals were submitted to the stockholders of the Company:

 

Proposal 1:   The election of two directors to serve as Class III directors until the Company’s 2027 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, 2024.
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, 2024 (the “Proxy Statement”). Of the 122,262,045 shares of the Company’s voting common stock entitled to vote at the Annual Meeting, 113,586,728 shares, or approximately 93%, 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 III directors until the 2027 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

Phillip Riese

    71,790,522    32,042,777    9,753,429

Edwin Santos

    76,124,107    27,709,192    9,753,429

 

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, 2024. The votes regarding this proposal were as follows:

 

Votes For

  

Votes Against

  

Votes Abstaining

113,529,941   23,870   32,917

 

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

96,109,899   7,656,614   66,786   9,753,429

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 7, 2024

v3.24.1.1.u2
Document and Entity Information
Jun. 04, 2024
Cover [Abstract]  
Entity Registrant Name Flywire Corp
Amendment Flag false
Entity Central Index Key 0001580560
Document Type 8-K
Document Period End Date Jun. 04, 2024
Entity Incorporation State Country Code DE
Entity File Number 001-40430
Entity Tax Identification Number 27-0690799
Entity Address, Address Line One 141 Tremont St #10
Entity Address, City or Town Boston
Entity Address, State or Province MA
Entity Address, Postal Zip Code 02111
City Area Code (617)
Local Phone Number 329-4524
Written Communications false
Soliciting Material false
Pre Commencement Tender Offer false
Pre Commencement Issuer Tender Offer false
Security 12b Title Voting Common Stock, $0.0001 par value per share
Trading Symbol FLYW
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
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