WEX (WEX) Proxy filing summary

Executive summary

• Achieved record revenue, net income per share, and adjusted net income per share in 2025, with continued momentum into Q1 2026 and an improved outlook for the year.

• Outperformed both current and previous peer groups in total shareholder return over the past year and five years.

• Strategic focus on sustainable, profitable growth through investments in Mobility, Corporate Payments, and AI-driven innovation.

• Board conducted a comprehensive review of a proposed company break-up, concluding that maintaining current structure maximizes shareholder value.

• Forward-looking statements highlight ongoing risks and uncertainties, with references to recent SEC filings for further details.

Voting matters and shareholder proposals

• Shareholders are urged to vote “FOR” only the company’s nominees using the BLUE proxy card at the 2026 Annual Meeting.

• Impactive Capital seeks to replace a third of the board, including key leadership roles, which the board opposes due to concerns over disruption and loss of expertise.

Board of directors and corporate governance

• Board includes a new incoming Vice Chair and Lead Independent Director as part of ongoing refreshment.

• Board unanimously rejected Impactive’s break-up proposal after extensive review with external advisors.

• Concerns raised about a dissident nominee’s conflicts of interest and regulatory oversight, specifically regarding ties to a direct competitor.