WEX (WEX) Proxy filing summary

Executive summary

• Impactive Capital, a significant shareholder, is soliciting proxies to elect three of its nominees to the board at the 2026 annual meeting, citing persistent underperformance and lack of board accountability.

• The board will be reduced from 12 to 9 directors, with three retiring; Impactive seeks to replace three incumbents with its nominees and supports six unopposed company nominees.

• Impactive criticizes the board for poor oversight, weak financial performance, and failure to address shareholder concerns, highlighting underperformance versus peers and the S&P 400.

• Impactive’s nominees bring expertise in financial services, governance, and investment management, and have personally invested in company shares.

• The proxy contest follows a year of shareholder discontent, with significant votes against key directors at the 2025 annual meeting.

Voting matters and shareholder proposals

• Proposals include electing nine directors (three Impactive nominees, six unopposed company nominees), an advisory vote on executive compensation, and ratification of Deloitte & Touche LLP as auditor.

• Impactive recommends voting for its three nominees and the six unopposed company nominees, against the say-on-pay proposal, and for auditor ratification.

• Shareholders may vote for any combination of up to nine nominees using the WHITE universal proxy card.

• Stockholder proposals for the 2027 annual meeting must comply with Rule 14a-8 and be submitted by December 4, 2026.

• Proxy access allows groups owning at least 3% of shares for three years to nominate up to 20% of the board.

Board of directors and corporate governance

• Impactive criticizes the board for lack of accountability, limited director share ownership, and combining CEO and Chair roles.

• The board’s response to shareholder votes has been viewed as insufficient, with only minor refreshment and no separation of CEO/Chair roles.

• Impactive’s nominees are presented as independent under NYSE standards, with backgrounds in payments, banking, and investment management.

• Impactive’s nominees have entered into compensation and indemnification agreements with Impactive, requiring share purchases with after-tax proceeds.