🧾 What This Document Is

This is a preliminary proxy statement (Form PREL14A) for WEX Inc.'s 2026 annual shareholder meeting. Think of it as a "voter's guide" sent by the company to its shareholders. Its purpose is to ask shareholders to vote on key issues, including electing directors and approving executive pay. This version is dated April 1, 2026, and is still being finalized.

This year is unusual because there's a contested board election. An activist investor, Impactive Capital, is trying to elect its own directors, so the company is making its case for why shareholders should vote for its recommended nominees instead.

🏢 What The Company Does

👉 In simple terms, WEX is a financial technology (fintech) company that acts as a payment processor and management platform. It operates in three main areas:

• Mobility: Manages fuel cards and fleet payment solutions for trucking and transportation companies.
• Corporate Payments: Provides payment solutions for businesses, like virtual credit cards for purchases.
• Benefits: Administers health savings accounts (HSAs) and other consumer payment benefits.

They make money primarily through transaction fees and service charges.

🚀 The Main Event: Board Election Contest

This is the heart of the filing. WEX's board is recommending nine directors for election. However, the activist investor Impactive Capital has nominated its own slate of four directors.

The Board's Slate (Recommendation: Vote FOR all nine)

• Nancy Altobello
• Daniel Callahan
• Aimee Cardwell
• David Foss (New Lead Independent Director)
• James Groch
• Derrick Roman
• Melissa Smith (CEO)
• Stephen Smith
• Susan Sobbott

Impactive's Nominees (WEX recommends AGAINST)

• Lauren Taylor Wolfe (Impactive Co-Founder)
• Kurt P. Adams
• Ellen Alemany
• (Kenneth Cornick withdrew his nomination)

Why it matters: This is a fight for control of the company's strategy. Impactive wants board seats to push for changes like spinning off the Benefits business. WEX's board argues its current strategy is working and that adding an activist insider isn't in shareholders' best interests.

📦 The "Universal Proxy" Rule – A New Twist

👉 This is the first time WEX has used a "universal proxy card." SEC rules now require that in a contested election, both slates of nominees must appear on the same proxy card. This is why the ballot looks different and has more names than open seats.

The critical rule: You can only vote "FOR" a total of nine directors. You must choose carefully between the company's nominees and Impactive's nominees. Voting for more than nine invalidates your entire director vote.

⚖️ The Proxy Fight: A Brief Timeline

The filing details a multi-year engagement that turned hostile:

• 2020-2024: Impactive, as an investor, regularly met with WEX management, offering suggestions on capital allocation and strategy.
• Late 2024: Impactive demanded a board seat for one of its partners. WEX offered to appoint a mutually-agreed, independent director instead.
• May 2025: After WEX declined to give Impactive a seat, Impactive launched a public campaign to withhold votes from three directors and announced its intent to nominate its own candidates.
• 2025-2026: WEX evaluated strategic options with financial advisors but concluded its current structure maximizes value. Board refreshment continued, with new independent directors added.
• Feb-March 2026: Negotiations to settle the contest failed, as Impactive insisted on a seat for its principal (Lauren Taylor Wolfe). The fight is now headed to a shareholder vote.

A unique angle: WEX notes that bank regulators (FDIC and Utah DFI) notified Impactive it may need prior approval to solicit proxies. If Impactive didn't get this approval, votes cast for its nominees could be invalidated.

💰 Proposal 2: Executive Pay Vote

Shareholders are asked to approve, on an advisory (non-binding) basis, the compensation of WEX's top executives (the "Named Executive Officers"). This is often called "Say-on-Pay."

👉 The board recommends a FOR vote. They emphasize that the CEO's pay is heavily tied to performance, with 93% of her target compensation being "at risk" (bonus and stock awards). A key change for 2025 was making her long-term bonus dependent on WEX's stock performance compared to a peer group, not just its absolute price.

🔍 Proposal 3: Auditor Ratification

Shareholders are asked to ratify the selection of Deloitte & Touche LLP as the company's independent accounting firm for 2026. Deloitte has been WEX's auditor since 2003.

👉 The board recommends a FOR vote. This is a routine, good-governance proposal.

🧠 The Analogy

This proxy fight is like a seasoned coach (WEX's board) and a demanding star player (Impactive) disagreeing on team strategy. The coach says the current game plan is winning and has already refreshed the assistant coaching staff (board). The player insists they need to take over a key position on the field (a board seat) to call new plays. The team owners (shareholders) are now being asked to decide who they trust to lead the team forward.

📇 Key Contacts & People

For Shareholder Questions: Innisfree M&A Incorporated 501 Madison Avenue, 20th floor, New York, New York 10022 Stockholders call toll-free: (877) 750-0637 Banks and Brokers call collect: (212) 750-5833

Company Contacts: Steve Elder, Senior Vice President of Global Investor Relations Email: [email protected]

Sara T.W. Trickett, Chief Legal Officer and Corporate Secretary WEX Inc., 1 Hancock Street, Portland, ME 04101

Activist Investor: Impactive Capital (Lauren Taylor Wolfe & Christian Asmar, Managing Partners)

🧩 Final Takeaway

WEX Inc. is locked in a high-stakes battle with activist investor Impactive Capital for control of its board of directors. The company's board is urging shareholders to vote for its nine nominees, arguing its strategy is sound and already undergoing refreshment, while Impactive is pushing for its own representatives to force strategic changes. The outcome will significantly influence the company's future direction.