UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 20, 2023 (
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| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(b) On September 19, 2023, based upon the recommendation of the Nominating and Corporate Governance Committee of the Board of Directors (the “Board”) of Flywire Corporation (“Flywire”), the Board appointed Gretchen Howard (“Ms. Howard”) to the Board as a Class II director, with her initial term expiring at Flywire’s 2026 annual meeting of stockholders. In connection with Ms. Howard’s appointment, and pursuant to Flywire’s bylaws, the Board has increased the number of directors from six to seven. In addition, the Board appointed Ms. Howard to serve as a member of the Compensation Committee. The Board has determined that Ms. Howard is an independent director and eligible to serve on the Compensation Committee in accordance with applicable rules of the U.S. Securities and Exchange Commission (the “SEC”) and the Nasdaq Stock Market. A copy of the press release announcing the appointment of Ms. Howard is attached as Exhibit 99.1 and incorporated herein by reference.
As provided for in Flywire’s non-employee director compensation plan (the “Compensation Policy”), Ms. Howard will receive an annual cash retainer of $35,000 per year and an additional annual retainer for committee service as more fully described in Flywire’s Proxy Statement for its 2023 annual meeting of stockholders filed with the SEC on April 25, 2023 pursuant to Section 14(a) of the Securities Exchange Act of 1934, as amended (the “Proxy Statement”). Pursuant to the Compensation Policy, upon the effectiveness of her appointment, Ms. Howard was automatically granted a restricted stock unit award (the “Initial RSU”) with a fair market value of $350,000. The Initial RSU will vest in three equal annual installments on each anniversary of the date of grant provided that Ms. Howard is providing service as a member of the Board through such vesting date. Under the Compensation Policy, two days prior to the date of each Flywire annual meeting of stockholders, Ms. Howard will also be entitled to receive an annual restricted stock unit award with a fair market value of $175,000 (the “Annual RSU”). The Annual RSU will vest on the earlier of the one-year anniversary from the date of grant or Flywire’s next annual meeting of stockholders provided that Ms. Howard is providing service as a member of the Board through such vesting date. In addition, each of the Initial RSU and Annual RSU will accelerate and fully vest upon a change in control or Ms. Howard’s earlier death or disability. Flywire’s Compensation Policy is described in further detail in the Proxy Statement.
Ms. Howard and Flywire also entered an indemnification agreement requiring Flywire to indemnify Ms. Howard to the fullest extent permitted under Delaware law with respect to her service as a director. Flywire’s form of indemnification agreement was filed with the SEC on May 18, 2021 as Exhibit 10.1 to the Company’s Amended Registration Statement on Form S-1 and is incorporated herein by reference.
There are no family relationships between Ms. Howard and any of the Company’s directors or executive officers and Ms. Howard does not have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
Description | |
| 99.1 | Flywire Corporation Press Release dated September 20, 2023. | |
| 104 | Cover page interactive data file (embedded within the inline XBRL document) | |
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/ Michael Ellis | |
| Name: | Michael Ellis | |
| Title: | Chief Financial Officer | |
Dated September 20, 2023