Flywire Corp

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect three Class II directors — Alex Finkelstein, Matthew Harris, and Gretchen Howard — to serve until the 2029 annual meeting.

2. 2

   Ratification of Appointment of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the appointment of PricewaterhouseCoopers LLP as Flywire Corporation’s independent registered public accounting firm for the year ending December 31, 2026.

3. 3

   Advisory Vote on Executive Compensation (Say-on-Pay

   ManagementBoard: FOR

   A non-binding, advisory vote to approve the compensation of Flywire’s named executive officers as disclosed in the proxy statement.

   More detail

   This non-binding advisory proposal asks stockholders to approve the overall compensation of Flywire’s named executive officers as disclosed in the proxy statement (a standard "say-on-pay" item). Management seeks approval to affirm its compensation philosophy and program, which it describes as market-competitive, pay-for-performance and heavily weighted toward equity to align executives with long-term stockholder value. The People & Compensation Committee emphasizes annual cash incentives tied to corporate metrics (Revenue Less Ancillary Services (FXN) growth rate and adjusted EBITDA margin) and material RSU grants that vest over multi-year schedules; in 2025 the committee also increased target bonuses and granted significant RSUs. Contextually, Flywire reported strong in-year operational metrics in 2025 (revenue and payment volume growth, adjusted EBITDA margin) but its cumulative TSR has underperformed the Information Technology peer index over the multi-year period, which can increase scrutiny of executive pay. Following the 2025 say-on-pay vote, management conducted targeted stockholder outreach and implemented governance and compensation changes — including a one-year post-vesting holding requirement beginning in 2026 and peer-group adjustments — to address investor feedback. Management’s counter-argument to potential criticism is that most compensation is equity-based and thus aligned to long-term performance, while the annual cash program is intended to reward in-year operational execution; the compensation committee retains discretion to adjust measures for significant transactions. The proposal is advisory and non-binding, but a negative outcome could prompt further engagement, program adjustments or heightened stockholder scrutiny; conversely, strong support would validate the current mix of metrics, incentive design and recent enhancements. The Board recommends FOR and will consider the advisory vote results when making future compensation decisions, reflecting customary governance responsiveness to investor sentiment.

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When is the Flywire Corp 2026 annual meeting?

Flywire Corp (FLYW) holds its 2026 annual shareholder meeting on Tuesday, June 2, 2026.

What is the record date for the Flywire Corp 2026 meeting?

The record date for the Flywire Corp 2026 meeting is Wednesday, April 8, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Flywire Corp's 2026 meeting?

The board is presenting 3 director nominees at the Flywire Corp 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Flywire Corp 2026 meeting?

Shareholders will vote on 3 proposals at the Flywire Corp 2026 meeting, each tagged with who proposed it and the board's recommendation.