WEX - WEX Inc.

What This Filing Is

This is a preliminary proxy statement (PREC14A) filed by the management and Board of Directors of WEX Inc. in connection with the 2026 Annual Meeting of Stockholders, opposing the director nominees put forward by activist hedge fund Impactive Capital Master Fund LP and urging stockholders to vote for the nine company-nominated directors.

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Background

WEX Inc. is a global payments and technology platform operating across three segments: Mobility, Benefits, and Corporate Payments. Impactive Capital has been an investor in WEX since at least December 2022 (when it first filed a Schedule 13D disclosing a 5% stake) and has engaged with WEX management and the Board over multiple years on topics including share repurchases, business segment strategy, and board representation. After years of engagement, Impactive escalated its demands for board seats occupied by Impactive principals, which WEX's Board declined. Impactive conducted a public withhold campaign at the 2025 Annual Meeting, then formally submitted a nomination notice for four director candidates at the 2026 Annual Meeting on February 9, 2026. Multiple settlement discussions between WEX and Impactive broke down, with each side characterizing the other as unwilling to reach a mutually agreeable resolution.

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What the Filer Is Demanding

This is a management filing. WEX's Board is asking stockholders to:

• Vote "FOR" only the nine Company-nominated directors for one-year terms expiring at the 2027 Annual Meeting:
  • Nancy Altobello
  • Daniel Callahan
  • Aimee Cardwell
  • David Foss (designated as incoming Vice Chair and Lead Independent Director)
  • James Groch
  • Derrick Roman
  • Melissa Smith (Chair, CEO, and President)
  • Stephen Smith
  • Susan Sobbott
• Vote "FOR" Proposal 2: Advisory (non-binding) approval of Named Executive Officer compensation
• Vote "FOR" Proposal 3: Ratification of Deloitte & Touche LLP as independent auditor for fiscal year 2026
• Disregard and not return any white proxy card sent by Impactive Capital

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Key Arguments Made

Against Impactive's Nominees and Demands:

• Impactive has consistently demanded that an Impactive principal (specifically Lauren Taylor Wolfe or Christian Asmar) be appointed to the Board, rejecting repeated Company offers to appoint mutually agreeable independent director candidates.
• On March 18, 2026, WEX offered to appoint one independent Impactive nominee; on March 20, 2026, it offered to appoint two independent Impactive nominees with one existing WEX director stepping down. Impactive rejected both proposals, insisting an Impactive principal be included.
• Impactive has reduced its stake by more than 30% since the beginning of 2025 (from approximately 2,584,047 shares to 1,707,253 shares as of February 9, 2026, per Schedule 13D filings), including selling 486,800 shares on February 4–6, 2026, in the days immediately following WEX's strong Q4 2025 earnings release.
• The Company notes that as of the filing date, the FDIC and Utah Department of Financial Institutions (UDFI) notified Impactive that it may be required to file bank regulatory applications in connection with its proxy solicitation, and that no such applications have been publicly filed. WEX states that failure to obtain such approvals could result in invalidation of proxies obtained by Impactive.

In Favor of the Company's Board and Strategy:

• The Board has undergone substantial refreshment since 2018, with eight new directors added; 8 of 9 nominees standing for re-election are independent, and 44% are female.
• WEX delivered record 2025 revenue of $2.66 billion (up 1.2% year-over-year), GAAP EPS of $8.47 (up from $7.50), and Adjusted Net Income EPS of $16.10 (up 5.4% from $15.28).
• The Company repurchased approximately $790 million of shares (~5 million shares, ~13% of 2024 year-end shares outstanding) in 2025, and reduced its leverage ratio from 3.5x to 3.1x.
• The Board conducted an in-depth strategic review in 2025 with financial advisors Bank of America and JPMorgan, concluding that the Company's current business structure (Mobility, Benefits, Corporate Payments together) maximizes shareholder value.
• Q4 2025 showed accelerating momentum: revenue growth of 5.7% and adjusted EPS growth of 15.1% year-over-year.
• The 2023 PRSU awards (three-year performance period ending December 31, 2025) paid out at 121% of target.
• Say-on-pay support at the 2025 Annual Meeting was approximately 95% of votes cast.
• David Foss, former CEO of Jack Henry & Associates (a multi-billion-dollar fintech company), was appointed to the Board in November 2025 and designated as incoming Vice Chair and Lead Independent Director.

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Meeting Date

Not yet specified in this preliminary filing (noted as "[•], 2026" throughout the document).

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Activist Identity

Impactive Capital Master Fund LP (together with affiliates and associates, "Impactive"), a hedge fund managed by Lauren Taylor Wolfe and Christian Asmar.

• As of February 9, 2026 (per Schedule 13D amendment): 1,707,253 shares, representing approximately 4.9% of shares outstanding as of March 18, 2026 (34,652,427 shares outstanding).
• Impactive's four nominees: Kurt P. Adams, Ellen R. Alemany, Kenneth L. Cornick, and Lauren Taylor Wolfe.

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Status

This is a preliminary proxy statement dated March 24, 2026, and is subject to completion. No definitive proxy (DEF 14A) has been filed as of this document's date. The annual meeting date, record date, and certain other details remain to be finalized. The proxy contest is at an early stage.