Wex Inc

1. 1

   Election of Directors

   Shareholder — Impactive Capital Master Fund LPBoard: FOR

   Elect nine directors to the Board including Impactive’s three nominees (Kurt P. Adams, Ellen R. Alemany, Lauren Taylor Wolfe) and six Unopposed Company Nominees; votes electing the nine nominees with plurality; replacing three incumbents if Impactive nominees elected.

   More detail

   Impactive’s Proposal 1 seeks stockholder approval to elect three director nominees (Kurt P. Adams, Ellen R. Alemany, and Lauren Taylor Wolfe) as part of a nine-member slate combining three Impactive nominees and six Unopposed Company Nominees. The solicitation is initiated by Impactive, a significant shareholder owning approximately 4.9% of outstanding shares, who argue that WEX’s Board has failed to provide adequate oversight for deteriorating financial performance, poor returns on M&A, and weak capital allocation. The proposal asks shareholders to use a universal WHITE proxy card to elect the Impactive nominees, which if elected would legally replace three incumbent directors and help reconstitute the Board. Management (Impactive) recommends voting for the slate, arguing the nominees bring banking, payments, and investment experience that should improve governance, pricing, and capital allocation. Because this is a contested, universal-proxy election, directors will be elected by plurality and stockholders can vote for up to nine nominees. The Impactive nominees would be a minority if elected, so their ability to implement changes would depend on future board dynamics; Impactive emphasizes collaboration with the Board but warns that there is no guarantee of implementing all proposed actions. The proxy includes details about compensation, indemnification, and group agreements among participants, indicating a coordinated campaign and alignment among shareholders. Given the company's prior shareholder rebuke at the 2025 meeting and ongoing underperformance versus peers, the proposal is framed as urgent governance remediation intended to hold management accountable, improve strategic oversight, and unlock shareholder value. The board-level change sought is material to corporate governance and could materially affect strategic direction, executive oversight, and capital allocation policies at WEX.

2. 2

   Advisory (Non-Binding) Vote on the Compensation of the Company’s Named Executive Officers

   Management

   A non-binding 'say-on-pay' advisory vote to approve the compensation of the Company's named executive officers as disclosed in the Company's proxy statement.

   More detail

   Proposal 2 is a standard advisory 'say-on-pay' management proposal asking stockholders to approve the compensation of the Company’s Named Executive Officers as disclosed in the Company’s proxy materials. Management notes the vote is advisory and non-binding but that the Leadership Development and Compensation Committee and the Board will consider the outcome when making future compensation decisions. Impactive explicitly states it makes no recommendation with respect to this proposal and intends to vote its shares AGAINST the proposal.

3. 3

   Ratification of the Selection of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify Deloitte & Touche LLP as WEX’s independent registered public accounting firm for fiscal year 2026.

Upcoming shareholder meetings at Wex Inc’s closest sector peers — compare boards, ballots, and ownership across the cohort.

When is the Wex Inc 2026 annual meeting?

Wex Inc (WEX) holds its 2026 annual shareholder meeting on Tuesday, May 5, 2026.

What is the record date for the Wex Inc 2026 meeting?

The record date for the Wex Inc 2026 meeting is Monday, March 30, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Wex Inc's 2026 meeting?

The board is presenting 12 director nominees at the Wex Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Wex Inc 2026 meeting?

Shareholders will vote on 3 proposals at the Wex Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.