WEX (WEX) Proxy filing summary

Executive summary

• Executed a clear strategy focused on sustainable, profitable growth, leveraging technology and AI to accelerate product development and efficiency.

• Delivered record 2025 revenue, net income per share, and adjusted net income per share, with strong momentum entering 2026.

• Outperformed median of 2024 and 2025 performance peers in total shareholder return over multiple periods.

• Board underwent significant refreshment since 2020, with eight directors departing and six new joining, ensuring a mix of fresh perspectives and institutional knowledge.

• Engaged extensively with Impactive Capital, adopting several of its recommendations, but rejected proposals deemed not in shareholders' best interests.

Voting matters and shareholder proposals

• Urges shareholders to vote “FOR” only the nine Board nominees using the BLUE proxy card.

• Impactive Capital seeks to add its principal to the Board and replace three incumbent directors, including the Chair/CEO and two key committee chairs.

• Board offered to appoint two of Impactive’s three nominees to resolve the proxy contest, but Impactive rejected the proposal.

Board of directors and corporate governance

• Board actively refreshed, with six new directors since 2020 and key committee chair rotations in 2023 and 2024.

• David Foss, an experienced fintech leader, appointed as Vice Chair and Lead Independent Director effective 2026 Annual Meeting.

• Board composition now features shorter average tenure and increased diversity of skills and experience compared to peers.

• Governance practices include declassified board, annual elections, majority voting, proxy access, and strong alignment with shareholders.