Wex, Impactive Capital enter cooperation agreement

WEX (WEX) has entered into a cooperation agreement with Impactive Capital Master Fund. Under the terms of the agreement, WEX and Impactive have established a refreshed slate including three new independent directors – Kurt Adams, Ellen Alemany, and Lauren Taylor Wolfe – for election to the WEX Board of Directors at the Company’s 2026 Annual Meeting of Stockholders. In addition to the New Directors, WEX will nominate Daniel Callahan, Aimee Cardwell, David Foss, James Groch, Derrick Roman, Melissa Smith, Stephen Smith and Susan Sobbott. As of the Annual Meeting, the Board will include 11 directors. In addition, following the Annual Meeting, WEX will separate the roles of Chair and CEO. Melissa Smith will continue to serve as CEO, President, and a member of the Board. Impactive will withdraw its nomination notice in light of the agreed slate and will support the revised Board at the Annual Meeting. The New Directors will serve on the Board’s Nominating and Governance, Leadership Development and Compensation, Technology and Cybersecurity, Finance and Audit Committees. The agreement also contains customary standstill and non-disparagement provisions and voting commitments. The Company will file additional proxy materials with the U.S. Securities and Exchange Commission reflecting the revised slate of 11 director nominees. Shareholders who have voted on Impactive’s white proxy card will need to submit new voting instructions on the Company’s revised proxy card, which will be distributed to shareholders eligible to vote at the Annual Meeting. To provide shareholders sufficient time to evaluate the updated materials, the Annual Meeting has been rescheduled to May 14, 2026.