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 as key concerns.

• 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 failing to address declining shareholder returns, poor capital allocation, and weak oversight, and urges a reconstitution to restore value.

• The proxy contest follows years of engagement, with Impactive highlighting shareholder dissatisfaction and a clear vote of no confidence at the 2025 annual meeting.

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

Voting matters and shareholder proposals

• Shareholders are asked to vote on: (1) election of nine directors (three Impactive nominees, six unopposed company nominees), (2) advisory vote on executive compensation, and (3) ratification of Deloitte & Touche LLP as auditor for 2026.

• Impactive recommends voting for its three nominees and the six unopposed company nominees, using the WHITE universal proxy card.

• Shareholders may vote for any combination of up to nine nominees; voting for more than nine invalidates the ballot.

• Proposals require a plurality (directors), majority (say-on-pay, auditor ratification), with no appraisal rights.

Board of directors and corporate governance

• Impactive criticizes the board for lack of accountability, limited director share ownership (~0.4%), and combining CEO/Chair roles.

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

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

• Impactive’s nominees have agreed to compensation and indemnification arrangements for their candidacy.