UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
(Rule
14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
(Amendment No. )
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| ☐ | Definitive Proxy Statement |
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| ☐ | Soliciting Material Under § 240.14a-12 |
WEX INC.
|
(Name of Registrant as Specified In Its Charter)
|
| |
IMPACTIVE CAPITAL MASTER FUND LP
IMPACTIVE CAPITAL LP
IMPACTIVE CAPITAL LLC
IMPACTIVE ZEPHYR FUND LP
IMPACTIVE SIERRA FUND LP
LAUREN TAYLOR WOLFE
CHRISTIAN ASMAR
KURT P. ADAMS
ELLEN R. ALEMANY
ALEMANY OCTOBER 2025 GRAT NO. 1
|
(Name of Persons(s) Filing Proxy Statement, if other than the Registrant)
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| ☐ | Fee paid previously with preliminary materials |
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Impactive Capital Master
Fund LP (“Impactive Capital Master Fund”), together with the other participants named herein (collectively, “Impactive”),
has filed a definitive proxy statement and accompanying WHITE universal proxy card with the Securities and Exchange Commission
(the “SEC”) to be used to solicit votes for the election of its slate of highly-qualified director nominees at the 2026 annual
meeting of stockholders (the “Annual Meeting”) of WEX Inc., a Delaware corporation (the “Company”).
On May 1, 2026, Lauren
Taylor Wolfe, a director nominee and managing member of the general partner of Impactive Capital Master Fund, was quoted in the following
article published by MaineBiz:
Stage set for explosive WEX shareholders meeting
Mainebiz
By Renee Cordes
May 1, 2026
Boardroom battles happen all the time on Wall Street; in Maine, they’re
as rare as a blue lobster.
That’s about to change next week, with WEX Inc. (NYSE: WEX) fending
off an attempt by an activist shareholder to remove CEO Melissa Smith from her board chair role, along with two other board members.
The Portland-based company, with more than 5,700 employees in 16 countries,
provides financial technology services to businesses in fleet mobility and fueling, corporate payments, travel industry payments and benefits,
including health savings and flexible spending accounts.
New York-based hedge fund Impactive Capital, which owns 4.9% of WEX’s
shares, aims to put three of its own candidates on WEX’s board to address what it deems as “chronic underperformance”
and corporate governance shortcomings.
Impactive Capital, a WEX shareholder for more than five years, has the
backing of independent proxy advisory firms, including Glass Lewis, Institutional Shareholder Services and Egan-Jones, for board changes
at the Portland-based provider of financial technology services.
“WEX has consistently underperformed its peers – on growth,
margins, capital allocation and overall shareholder returns – and has generated bottom decile returns under the current chair and
CEO,” Lauren Taylor Wolfe, Impactive’s co-founder and managing partner, told Mainebiz this week.
“We believe a lot of this is driven by weak oversight of management
and a lack of independence in the boardroom,” she added.
Over the past five years, WEX shares have fallen 26% while the Standard
& Poor’s 500 index has risen 72%.
As of Thursday’s close on Wall Street, WEX shares have a market
value of around $5.2 billion. Over the past year, shares have fluctuated between a low of $120.03 and a high of $180.71.
WEX told investors in a recent presentation that, while it is not satisfied
with its current share price, it has outperformed the median of its 2024 and 2025 performance peers over the near and long term on a total
shareholder return basis.
‘Build on our momentum’
On April 23, WEX posted first-quarter earnings and revenue that surpassed
market expectations.
In a call with investors and analysts that morning, CEO Melissa Smith
said that after achieving record revenue and adjusted net income per diluted share in 2025, the company continues to “build on our
momentum” in the first quarter of 2026.
That argument doesn’t fly with Taylor Wolfe, who argues that “the
gap between the ‘momentum’ management is talking about and the momentum shareholders actually experience keeps getting wider.”
Next week’s meeting, which will be held in a virtual format, is
open only to WEX shareholders.
A spokesperson for WEX said that while the company won’t speculate
on the vote outcome, WEX is open to governance changes.
“The board regularly evaluates its leadership structure, taking
into consideration the company’s evolving business needs and stockholder feedback, and will continue to do so,” the spokesperson
said via email on Thursday.
While WEX has said it would be open to adding two of Impactive’s
suggested board members, it is opposed to adding Taylor Wolfe due to a “concerning” conflict of interest because her husband
runs a venture capital firm with significant investment in one of WEX’s main competitors, Ramp Business Corp.
Taylor Wolfe denies the allegation, saying that her husband has a minority
interest in two venture funds that own less than 1% of Ramp’s shares.
“It’s a completely passive stake and has no bearing on my
ability to serve as a director,” she said.
“WEX’s February 2026 10-K and prior disclosures never even
identified Ramp as a competitor,” she added. “This only came up when the company suddenly labeled Ramp a ‘principal
competitor’ in an investor presentation earlier this month.”
