🧾 What This Document Is

This is a definitive proxy statement (DEFC14A) for WEX Inc.'s 2026 annual shareholder meeting. It's the company's official notice and explanation of the items up for a vote, and it's being sent to shareholders because the election is contested.

👉 In simple terms: The company's board is in a fight with an activist investor, Impactive Capital, over who should be on the board. This document is the board's case for why shareholders should vote for their nominees and proposals.

🏢 The Core Conflict: A Board Fight

This isn't a routine meeting. An activist investor, Impactive Capital, is trying to get its own people elected to WEX's board of directors. The current board strongly opposes this and is asking shareholders to vote for its nine nominees instead.

👉 Why it matters: This is a battle for control of the company's direction. The board argues Impactive's plan could harm the company, while Impactive wants change to boost the stock price. Your vote as a shareholder will decide who wins.

🗳️ What You're Voting On

There are three key proposals for the annual meeting on May 5, 2026:

1. Election of Directors: Choose between the Company's 9 nominees or Impactive's nominees. The board recommends voting FOR ONLY its nine candidates.
2. Executive Pay (Advisory Vote): Approve, on a non-binding basis, the compensation of top executives. The board recommends FOR.
3. Ratify the Auditor: Approve Deloitte & Touche LLP as the company's accountant for 2026. The board recommends FOR.

👉 Key Insight: This year, a special "universal proxy card" is used, meaning both slates of nominees appear on the same ballot. The board warns shareholders to be careful and vote for only nine directors total from the company's list.

⚖️ The Board’s Fight for Control

The proxy details a long history of engagement and conflict with Impactive:

• Multi-Year Engagement: Impactive has been an investor since 2020 and has repeatedly asked for a board seat for its founder, Lauren Taylor Wolfe.
• Board Refusals: The WEX board has consistently refused to appoint an Impactive principal, instead offering to appoint a mutually agreeable independent director. Impactive rejected all such offers.
• Campaign Launch: After failing to get a seat, Impactive launched a public campaign in 2025 to vote against certain directors and later announced its own slate of nominees.
• Strategic Review: The board conducted a deep strategic review with its financial advisors and concluded that the company's current structure maximizes shareholder value.

👉 Why it matters: The board's narrative is that they have been open to engagement and refreshment but are drawing a line at giving a seat to an activist investor who they believe has conflicting demands and has sold shares during the conflict.

⚠️ A Unique Risk: Bank Regulators

A critical and unusual element in this fight involves banking regulators.

• The company states that the FDIC and Utah DFI notified Impactive it may need regulatory approval for its proxy solicitation.
• As of the filing date, Impactive had not publicly filed such applications.
• The Consequence: If Impactive fails to get this approval, any proxies it collects could be invalidated, potentially swinging the vote to the company's nominees.

👉 Why it matters: This is a major procedural wildcard. It adds a layer of risk for shareholders who might vote with Impactive, as their vote might not count.

🔮 What's Next & The Stakes

The outcome of the May 5th vote will determine the board's composition and, by extension, the company's strategic path.

• If the Company's Nominees Win: The current board and management team maintain control. The board's stated strategy of operating the company as a unified whole continues.
• If Impactive's Nominees Win: It could lead to significant strategic shifts, potentially including a review of breaking up the company's business segments (Mobility, Corporate Payments, Benefits), as Impactive has advocated.

👉 Key Takeaway: This is a pivotal moment for WEX. Shareholders are effectively voting on two different visions for the company's future structure and strategy.

🧠 The Analogy

This is like a hostile takeover attempt at a dinner party. Impactive Capital is banging on the door, demanding a seat at the head table. The current hosts (the WEX board) have repeatedly offered them a chair at the side table with a different, independent guest, but Impactive refuses. Now, the hosts are asking all the other party guests (shareholders) to vote to keep the current seating arrangement, arguing it will lead to a better party for everyone. Meanwhile, the party venue's security guards (bank regulators) are questioning whether Impactive even has a ticket to be campaigning at the door.

📇 Key Contacts & People

For Shareholder Questions & Voting Assistance:

• Innisfree M&A Incorporated
  • Address: 501 Madison Avenue, 20th floor, New York, New York 10022
  • Stockholders Toll-Free: (877) 750-0637
  • Banks and Brokers Collect: (212) 750-5833

WEX Inc. Corporate:

• Sara T.W. Trickett, Chief Legal Officer and Corporate Secretary
• Investor Relations Contact (for materials): Steve Elder at [email protected]
• Address: 1 Hancock Street, Portland, Maine 04101

Company's Director Nominees: Nancy Altobello, Daniel Callahan, Aimee Cardwell, David Foss (incoming Lead Director), James Groch, Derrick Roman, Melissa Smith (CEO), Stephen Smith, Susan Sobbott.

🧩 Final Takeaway

This proxy statement is a direct appeal from WEX's board in a high-stakes contest against activist investor Impactive Capital. The board is urging shareholders to vote for its slate of directors to maintain its strategic direction, while warning of regulatory risks that could invalidate Impactive's votes. The decision shareholders make on May 5, 2026, will fundamentally shape the future of the company.