Impactive Capital Files Definitive Proxy Statement and Sends Letter to Shareholders Outlining Urgent Need for Board Change at WEX

Key Terms

definitive proxy statement regulatory

A Definitive Proxy Statement is a detailed document that a company sends to its shareholders before a big meeting, like voting on important decisions. It explains what's being voted on and gives important information so shareholders can make informed choices. It matters because it helps shareholders understand and participate in key company decisions.

proxy solicitation regulatory

Proxy solicitation is the process of asking shareholders for permission to vote their shares on corporate matters, usually by sending voting forms or requests by mail, email or phone. Investors should watch proxy solicitations because they signal attempts to change control, influence board elections or approve big deals — like neighbors organizing votes on a shared building project — and the outcome can materially affect a company’s strategy and stock value.

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A universal proxy card is a single voting ballot sent to shareholders that lists every director nominee put forward by both the existing board and any challengers, allowing investors to pick any mix of candidates they prefer. Like a combined ballot at a community election, it makes voting easier, increases individual shareholder control, and can materially change the dynamics, cost and likely outcome of contested board elections.

Details How Board’s Failed Oversight and Poor Governance, Combined with WEX’s Persistent Underperformance, Have Contributed to Widening Valuation Gap Compared with Closest Peer

Highlights That Nominees Kurt Adams, Ellen Alemany and Lauren Taylor Wolfe Bring Critical Industry Experience and Ownership Mentality Needed to Improve Oversight, Drive Operational Performance and Enhance Capital Allocation

Visit www.WakeUpWEX.com for More Information

NEW YORK--(BUSINESS WIRE)-- Impactive Capital, LP (“Impactive” or “we”), together with its affiliates, is one of the largest shareholders of WEX Inc. (NYSE: WEX) (the “Company” or “WEX”) with an ownership interest of approximately 4.9%. Impactive today announced that it has filed definitive proxy materials in connection with the Company’s Annual Meeting of Stockholders (the "Annual Meeting"), which is currently scheduled for May 5, 2026.

Additionally, Impactive sent a letter to shareholders detailing how the WEX Board of Directors (the “Board”) has failed to respond to clear investor discontent, neglected to exercise adequate oversight of management, and taken desperate steps to entrench itself.

In its letter, Impactive highlights that Board change is needed to course correct and stem the years-long tide of underperformance by the Company, which has led to a severe undervaluation by the market. As Impactive points out, there is no reason why WEX, with the right strategy and operational execution, could not close the valuation gap to its closest competitor, Corpay.

The full text of the letter is available here.

For more information, including how to vote on Impactive’s WHITE proxy card, please visit www.WakeUpWEX.com.

VOTE ON THE WHITE PROXY CARD TODAY FOR ALL OF IMPACTIVE’S HIGHLY QUALIFIED DIRECTOR NOMINEES

If you have any questions, require assistance in voting your WHITE universal proxy card, or need additional copies of Impactive’s proxy materials, please contact:

Okapi Partners LLC

1212 Avenue of the Americas, 17th Floor

New York, New York 10036

Stockholders may call toll-free: (877) 285-5990

Banks and Brokers call: (212) 297-0720

E-mail: info@okapipartners.com

ADDITIONAL INFORMATION

Impactive Capital Master Fund LP, together with the other participants in its proxy solicitation (collectively, “Impactive”), has filed a definitive proxy statement and accompanying WHITE universal proxy card with the Securities and Exchange Commission (“SEC”) to be used to solicit proxies with respect to the election of Impactive’s slate of highly qualified director candidates and the other proposals to be presented at the 2026 annual meeting of stockholders (the “Annual Meeting”) of WEX Inc., a Delaware corporation (“WEX” or the “Company”). Stockholders are advised to read the proxy statement and any other documents related to the solicitation of stockholders of the Company in connection with the Annual Meeting because they contain important information, including information relating to the participants in Impactive’s proxy solicitation. These materials and other materials filed by Impactive with the SEC in connection with the solicitation of proxies are available at no charge on the SEC’s website at http://www.sec.gov. The definitive proxy statement and other relevant documents filed by Impactive with the SEC are also available, without charge, by directing a request to Impactive’s proxy solicitor, Okapi Partners LLC, at its toll-free number (877) 285-5990 or via email at info@okapipartners.com.

View source version on businesswire.com: https://www.businesswire.com/news/home/20260410467890/en/

Investor Contacts:
Bruce Goldfarb / Chuck Garske / Lisa Patel
Okapi Partners
(877) 285-5990
info@okapipartners.com
OR
info@impactivecapital.com

Media Contact:
Longacre Square Partners
impactive@longacresquare.com

Source: Impactive Capital, LP