WEX (WEX) Proxy filing summary

Executive summary

• The annual meeting will be held virtually, with stockholders voting on the election of nine directors, an advisory vote on executive compensation, and ratification of the external auditor for 2026.

• The Board recommends voting for its nine nominees and for the other two proposals, while a proxy contest with Impactive Capital is ongoing.

• The proxy card includes both company and dissident nominees due to universal proxy rules; stockholders are urged to vote only for the Board's nominees.

• The company has engaged in extensive discussions with Impactive Capital, which has sought board representation and proposed strategic alternatives.

• The Board has undergone significant refreshment since 2018, with eight new directors and a reduction in board size to nine seats effective at the meeting.

Voting matters and shareholder proposals

• Proposal 1: Elect nine directors for a one-year term; Board recommends its slate.

• Proposal 2: Advisory (non-binding) vote on executive compensation; Board recommends approval.

• Proposal 3: Ratification of Deloitte & Touche LLP as independent auditor for 2026; Board recommends approval.

• Impactive Capital has nominated three directors, but the Board urges support only for its nominees.

• Universal proxy card lists both company and dissident nominees; over-voting or under-voting can invalidate votes.

Board of directors and corporate governance

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

• Board committees are fully independent; annual evaluations are conducted.

• Board refreshment has been ongoing, with a focus on diversity, skills, and experience.

• The Board is declassified, with annual elections and a majority voting standard for uncontested elections.

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