Flywire (FLYW) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on June 2, 2026, with voting available online, by phone, or mail.

• Key proposals include electing three Class II directors, ratifying the auditor, and a say-on-pay vote.

• The company reported strong 2025 results: $37.6B in payment volume (up 26.6%) and $623M in revenue (up 26.4%).

• Over 750 new clients were added, and significant acquisitions and payment network expansions were completed.

• A share repurchase program was expanded to $300M, with $72.9M in shares repurchased in 2025.

Voting matters and shareholder proposals

• Proposals: elect three directors (Finkelstein, Harris, Howard), ratify PricewaterhouseCoopers LLP as auditor, and approve executive compensation on an advisory basis.

• Board recommends voting FOR all proposals.

• Shareholders may submit proposals for the 2027 meeting between Feb 2 and Mar 4, 2027.

Board of directors and corporate governance

• Board consists of nine members, with staggered three-year terms and a majority independent.

• Board committees: Audit, People & Compensation, and Nominating and Corporate Governance, all with independent members.

• Board leadership is separated between the Chair and CEO roles.

• Directors are subject to stock ownership guidelines and annual performance evaluations.