WEX (WEX) Proxy filing summary

Executive summary

• The annual meeting was rescheduled to May 14, 2026, and will be held virtually, with pre-registration required by May 13, 2026.

• A cooperation agreement was reached with Impactive Capital, resulting in a revised board slate and the withdrawal of Impactive’s proxy contest.

• The board size is set at eleven, with three new nominees, and two directors retiring at the meeting.

• Only the COMPANY WHITE proxy card is valid for voting; previous blue and Impactive white cards are invalid.

Voting matters and shareholder proposals

• Stockholders will vote to elect eleven directors for one-year terms.

• Advisory approval of executive compensation and ratification of Deloitte & Touche LLP as auditor for 2026 are on the agenda.

• The board unanimously recommends voting for all eleven nominees and in favor of both other proposals.

• Voting can be done by mail, phone, or internet using the COMPANY WHITE proxy card.

Board of directors and corporate governance

• The revised slate includes Kurt Adams, Ellen Alemany, Lauren Taylor Wolfe, and eight incumbent directors.

• The cooperation agreement mandates separation of the Chair and CEO roles after the meeting.

• Committee assignments for new directors are specified, and new committee chairs will be selected.

• Impactive may designate a replacement if its nominees cannot serve, subject to board approval.