WEX (WEX) Proxy filing summary

Executive summary

• Record revenue achieved in 2025, with product innovation pace increased by over 50% and strong progress on strategic initiatives.

• Revenue compounded at 11% annually over the last decade, with net income per diluted share up 35% annually and adjusted net income per diluted share up 17% annually.

• Despite headwinds in Mobility and Corporate Payments, the business is positioned for strong new growth in 2026, supported by a robust pipeline and healthy customer demand.

• Share price is considered undervalued relative to performance, but total shareholder return has outperformed the peer group median over the last year.

• Forward-looking statements highlight ongoing execution of strategy, scaling of business, and commitment to delivering shareholder value.

Voting matters and shareholder proposals

• Shareholders are urged to vote for nine Board nominees using the BLUE proxy card at the May 5, 2026 Annual Meeting.

• Impactive Capital seeks to replace three incumbent directors with its own candidates, including one principal.

• The Board opposes replacing incumbents, citing risk to company progress and offers to expand the Board to include two Impactive nominees, which was rejected.

Board of directors and corporate governance

• Since 2020, eight directors have retired or are not standing for reelection, and six new directors have been appointed to refresh the Board.

• David Foss joined in November 2025, bringing fintech expertise and is set to become Vice Chair and Lead Independent Director.

• Board nominees have an average tenure of less than six years, balancing fresh perspectives and institutional knowledge.

• The Board unanimously recommends voting for its nominees, emphasizing their expertise and alignment with shareholder interests.