[DFAN14A] WEX Inc. SEC Filing
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. )
Filed by the Registrant ☐
Filed by a Party other than the Registrant ☒
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☐ | Definitive Proxy Statement |
| ☒ | Definitive Additional Materials |
| ☐ | 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) |
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required |
| ☐ | Fee paid previously with preliminary materials |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
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”).
Item 1: On April 10, 2026, Impactive sent a letter to stockholders of the Company, a copy of which is attached hereto in Exhibit 99.1 and incorporated herein by reference.
Item 2: Also on April 10, 2026, Impactive issued the following press release:
Impactive Capital Files Definitive Proxy Statement and Sends Letter to Shareholders Outlining Urgent Need for Board Change at WEX
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, NY – April 10, 2026 – 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
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
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.
Item 3: Also on April 10, 2026, Impactive sent material to stockholders of the Company, a copy of which is attached hereto in Exhibit 99.1 and incorporated herein by reference.
Item 4: Also on April 10, 2026, Impactive launched a website to communicate with the Company’s stockholders regarding the Annual Meeting. The website address is www.WakeUpWEX.com.The following materials were posted by Impactive to www.WakeUpWEX.com:
