WEX (WEX) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on May 5, 2026, with voting open to shareholders of record as of March 30, 2026.

• Key proposals include electing nine directors, an advisory vote on executive compensation, and ratification of the external auditor.

• The board recommends voting for the nine company nominees and for both other proposals.

• Impactive Capital has nominated alternative directors, leading to a contested election and use of a universal proxy card.

• The board has engaged in multi-year discussions with Impactive, including share repurchase programs and strategic reviews.

Voting matters and shareholder proposals

• Shareholders will vote on electing nine directors for a one-year term, an advisory say-on-pay vote, and ratification of Deloitte & Touche LLP as auditor.

• The board recommends voting for only the nine company nominees and for both other proposals.

• Impactive Capital has nominated three alternative directors, but the board urges shareholders to disregard Impactive’s proxy materials.

• Voting is via a universal proxy card listing both company and Impactive nominees; shareholders should vote for only nine nominees.

Board of directors and corporate governance

• Eight of nine director nominees are independent; 44% are female.

• The board has undergone significant refreshment since 2020, with six new directors and a reduction in board size from 12 to 9.

• Committees are fully independent, and annual board and committee evaluations are conducted.

• The board has a Vice Chair and Lead Independent Director role, with robust oversight responsibilities.

• Proxy access by-law and single class of shares with equal voting rights; no stockholder rights plan.