WEX (NYSE: WEX) OKs $1.0B buyback and reports vote results
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
WEX Inc. reported results from its annual stockholder meeting and a new capital return plan. Stockholders elected 11 directors for one-year terms, with each nominee receiving more than 31.1 million votes in favor. A non-binding advisory proposal on executive compensation received 30,856,685 votes for, 1,230,434 against, and 164,538 abstentions. Stockholders also ratified Deloitte & Touche LLP as independent auditor for the fiscal year ending December 31, 2026, with 31,265,486 votes for and 829,556 against. In addition, the Board authorized a share repurchase program allowing the Company to buy back up to $1.0 billion of its common stock, with no expiration date.
Positive
- Substantial share repurchase authorization: The Board approved a share buyback program for up to $1.0 billion of common stock with no expiration date, creating flexibility for significant capital return depending on future execution.
Negative
- None.
Insights
WEX adds a sizable $1.0B buyback alongside routine vote approvals.
The key development is authorization of a share repurchase program for up to $1.0 billion of common stock with no expiration date. This gives the Board flexibility to return capital through open-market purchases or other methods over time.
Annual meeting items were largely routine: all 11 directors were elected, executive pay received advisory approval, and Deloitte & Touche LLP was ratified as auditor for 2026. The economic impact of the buyback will depend on how aggressively WEX uses the authorization and future operating performance.
8-K Event Classification
2 items: 5.07, 8.01
2 items
Item 5.07
Submission of Matters to a Vote of Security Holders
Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 8.01
Other Events
Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Key Figures
Share repurchase authorization: $1.0 billion
Say-on-pay votes for: 30,856,685 shares
Say-on-pay votes against: 1,230,434 shares
+3 more
6 metrics
Share repurchase authorization
$1.0 billion
Maximum aggregate amount of common stock buybacks, no expiration date
Say-on-pay votes for
30,856,685 shares
Non-binding advisory vote approving executive compensation
Say-on-pay votes against
1,230,434 shares
Non-binding advisory vote on executive compensation
Auditor ratification votes for
31,265,486 shares
Ratification of Deloitte & Touche LLP for fiscal year ending Dec. 31, 2026
Auditor ratification votes against
829,556 shares
Ratification of Deloitte & Touche LLP
Highest director support example
31,997,502 votes for
Election of director Aimee Cardwell
Key Terms
non-binding, advisory proposal, named executive officers, independent registered public accounting firm, share repurchase program, +1 more
5 terms
non-binding, advisory proposal regulatory
"A non-binding, advisory proposal on the compensation of the Company’s named executive officers was approved."
named executive officers financial
"A non-binding, advisory proposal on the compensation of the Company’s named executive officers was approved."
Named executive officers are the senior company leaders whose names, roles and compensation are singled out in required regulatory filings; this typically includes the chief executive, chief financial officer and the next highest‑paid senior officers. Investors treat this list like a team roster — it shows who makes key decisions, how they are paid and whether incentives align with shareholder interests, so changes or pay patterns can signal governance quality, risk or strategic shifts.
independent registered public accounting firm regulatory
"The appointment of Deloitte & Touche, LLP as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2026 was ratified."
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
annual meeting of stockholders regulatory
"At the annual meeting of stockholders of WEX Inc. held on May 14, 2026, the Company’s stockholders voted on the following proposals"
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) | |||||
(Exact name of registrant as specified in its charter) | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
| , | , | ||||||||||||||||||||||
Address of principal executive offices | Zip Code | ||||||||||||||||||||||
Registrant's telephone number, including area code | ||||||||||||||
(Former name or former address if changes since last report) | ||
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the annual meeting of stockholders of WEX Inc. (the “Company”) held on May 14, 2026, the Company’s stockholders voted on the following proposals:
1. The following nominees were elected to the Company’s Board of Directors for one-year terms expiring at the 2027 annual meeting of stockholders, and until their respective successors are elected and qualified.
Kurt Adams
For: 31,921,506
Withhold: 330,151
Ellen Alemany
For: 31,889,629
Withhold: 362,028
Daniel Callahan
For: 31,840,538
Withhold: 411,119
Aimee Cardwell
For: 31,997,502
Withhold: 254,155
David Foss
For: 31,958,181
Withhold: 293,476
James Groch
For: 31,935,790
Withhold: 315,867
Derrick Roman:
For: 31,939,462
Withhold: 312,195
Melissa Smith
For: 31,174,350
Withhold: 1,077,307
Stephen Smith
For: 31,916,869
Withhold: 334,788
Susan Sobbott
For: 31,919,438
Withhold: 332,219
Lauren Taylor Wolfe
For: 31,887,983
Withhold: 363,674
2. A non-binding, advisory proposal on the compensation of the Company’s named executive officers was approved.
For: 30,856,685
Against: 1,230,434
Abstain: 164,538
3. The appointment of Deloitte & Touche, LLP as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2026 was ratified.
For: 31,265,486
Against: 829,556
Abstain: 156,615
Item 8.01 Other Events.
On May 14, 2026, the Company issued a press release announcing that the Company’s Board of Directors has authorized a share repurchase program under which up to $1.0 billion of the Company’s common stock may be repurchased, with no expiration date.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934 the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
WEX INC. | ||||||||
Date: May 14, 2026 | By: | /s/ Sara T.W. Trickett | ||||||
Sara T.W. Trickett | ||||||||
Chief Legal Officer and Corporate Secretary | ||||||||
FAQ
Which directors were elected at WEX (WEX)’s 2026 annual meeting?
Stockholders elected 11 directors, including Kurt Adams, Ellen Alemany, Melissa Smith, and others, to one-year terms expiring at the 2027 annual meeting. Each nominee received at least about 31.1 million votes in favor versus significantly smaller withhold totals.
How did WEX (WEX) stockholders vote on executive compensation?
Stockholders approved the non-binding advisory proposal on named executive officer compensation. The vote was 30,856,685 shares for, 1,230,434 against, and 164,538 abstentions, indicating broad but not unanimous support for the company’s pay practices.
Who is WEX (WEX)’s auditor for the fiscal year ending December 31, 2026?
Stockholders ratified Deloitte & Touche LLP as WEX’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The ratification received 31,265,486 votes for, 829,556 against, and 156,615 abstentions at the annual meeting.
Did WEX (WEX) set an expiration date for its new buyback authorization?
No expiration date was set for the new share repurchase authorization. The Board may repurchase up to $1.0 billion of WEX common stock over an open-ended period, giving ongoing flexibility to adjust repurchases as circumstances change.