WEX (WEX) Proxy filing summary

Executive summary

• The proxy statement solicits votes for the 2026 Annual Meeting, to be held virtually, with proposals including the election of nine directors, an advisory vote on executive compensation, and ratification of the external auditor.

• The Board recommends voting for its nine nominees, for the executive compensation proposal, and for Deloitte & Touche LLP as auditor.

• The meeting will use a universal proxy card due to a contested election, with Impactive Capital nominating four alternative directors.

• Only shareholders of record as of the specified date may vote; a quorum requires one-third of outstanding shares.

Voting matters and shareholder proposals

• Proposals include electing nine directors for a one-year term, an advisory vote on executive compensation, and ratification of Deloitte & Touche LLP as auditor.

• The Board recommends voting for its nominees and proposals, and urges shareholders to disregard proxy materials from Impactive.

• Voting is available by internet, phone, mail, or during the virtual meeting; only the latest-dated proxy counts.

• Over-voting or under-voting for director nominees can invalidate votes for Proposal 1.

Board of directors and corporate governance

• Eight of nine director nominees are independent; 44% are female; the Board has undergone significant refreshment since 2018.

• The Board is declassified, with annual elections and a majority voting standard for uncontested elections.

• Committees are fully independent; the Vice Chair and Lead Independent Director role has robust oversight duties.

• The Board reduced its size from 12 to 9, reflecting ongoing succession planning and director retirements.

• The Nominating and Governance Committee oversees director nominations, succession, and board refreshment.

• Director qualifications emphasize integrity, business acumen, diversity, and relevant experience.

• Annual board and committee performance evaluations are conducted.