WEX (WEX) Proxy filing summary

Executive summary

• Hosted a virtual fireside chat for the 2026 Annual Meeting, discussing recent performance, strategy, and board matters.

• Operates in three segments: Mobility (fleet cards), Benefits (HSA management), and Corporate Payments (B2B payments), leveraging WEX Bank for funding and compliance advantages.

• Achieved record revenue and earnings in 2025, with continued growth and margin improvement expected in 2026.

• Outperformed peers in Mobility and Benefits growth, and exceeded prior projections from activist investor Impactive.

Voting matters and shareholder proposals

• Impactive Capital has nominated three directors and advocated for a Benefits business spinoff and a CEO mega-grant.

• The board, after extensive review with JP Morgan and Bank of America, rejected the spinoff, concluding the businesses are stronger together.

• The compensation committee rejected the mega-grant proposal, maintaining a performance-based compensation framework.

• Multiple settlement offers were made to Impactive to add nominees, but were rejected due to disagreements over board composition and leadership roles.

Board of directors and corporate governance

• Significant board refreshment over the past several years, with six new directors joining and eight departing since 2020.

• Committee chair roles and the Vice Chair/Lead Independent Director role have rotated to ensure independence and fresh perspectives.

• Board conducted thorough interviews with Impactive’s nominees, ultimately finding their skills duplicative or raising concerns about conflicts and fit.