WEX (WEX) and Impactive settle proxy fight; Board to add 3 nominees

Rhea-AI Filing Summary

WEX Inc. and activist investor Impactive Capital entered a cooperation agreement that resolves Impactive's 2026 proxy contest and adds three Board nominees to the company slate for the 2026 annual meeting. The Board will be set to eleven directors, include the three New Director Nominees, and separate the roles of Chair and CEO at the first regular Board meeting after the Annual Meeting.

Key Figures

Board size: eleven directors Impactive Net Long Position threshold: 3% of outstanding shares Impactive Net Long Position alternative: 1,040,044 shares +1 more

4 metrics

Board size eleven directors set as of the 2026 Annual Meeting

Impactive Net Long Position threshold 3% of outstanding shares condition for designating a Replacement Director

Impactive Net Long Position alternative 1,040,044 shares lesser of 3% or 1,040,044 shares (subject to adjustment) for replacement rights

Effective date of cooperation reference May 3, 2026 date Impactive withdrew its nominee slate in connection with the Cooperation Agreement

Key Terms

Cooperation Agreement, Net Long Position, Replacement Director, Nomination Termination Date

4 terms

Cooperation Agreement regulatory

"entry into a cooperation agreement (the “Cooperation Agreement”) with the Company"

A cooperation agreement is a formal contract between two or more organizations that lays out who will do what, how resources and responsibility are shared, how benefits or costs are divided, and how disputes or exits are handled. Like two chefs agreeing on a shared recipe and kitchen duties, it matters to investors because it can create new revenue paths, shift costs or risks, affect who controls key assets or technologies, and change a company’s future growth prospects.

Net Long Position financial

"Impactive’s Net Long Position (as defined in the Cooperation Agreement)"

Replacement Director corporate governance

"Impactive would be entitled to designate a replacement candidate, subject to the approval of the Board"

Nomination Termination Date regulatory

"the date that is thirty days prior to the advance notice deadline for director nominations for election to the Board at the 2027 annual meeting"

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”). On May 3, 2026, in connection with the entry into a cooperation agreement (the “Cooperation Agreement”) with the Company, Impactive withdrew its slate of nominees for election to the Board of Directors of the Company (the “Board”) at the Annual Meeting. Impactive will not vote any proxies received from stockholders of the Company at the Annual Meeting.

Pursuant to the Cooperation Agreement, the Board agreed to (i) set the size of the Board to eleven directors as of the Annual Meeting, (ii) supplement the Company’s proxy statement for the Annual Meeting to include Kurt Adams and Ellen Alemany (the “Independent Director Nominees”) and Lauren Taylor Wolfe (the “Impactive Designee,” and together with the Independent Director Nominees, the “New Director Nominees”) as nominees of the Board for election at the Annual Meeting, and (iii) nominate each of the New Director Nominees, Daniel Callahan, Aimee Cardwell, David Foss, James Groch, Derrick Roman, Melissa Smith, Stephen Smith and Susan Sobbott for election to the Board at the Annual Meeting (collectively, the “2026 Slate”).

Further, the Cooperation Agreement provides that at the first regular meeting of the Board after the Annual Meeting (the “Board Meeting”), the Board will take necessary steps to separate the roles of Chair of the Board and Chief Executive Officer. At the Board Meeting, the Board will also determine the composition of the Audit Committee, Nominating and Governance Committee, Leadership Development and Compensation Committee, Technology and Cybersecurity Committee and the Finance Committee and select new committee chairs for each of the Nominating and Governance Committee and the Leadership Development and Compensation Committee. At the Board Meeting, the Board will appoint (i) Ms. Taylor Wolfe to the Nominating and Governance Committee and the Audit Committee, (ii) Ms. Alemany to the Nominating and Governance Committee and the Finance Committee, and (iii) Mr. Adams to the Leadership Development and Compensation Committee and the Technology and Cybersecurity Committee.

Until the earlier of the Nomination Termination Date and the Impactive Principal Termination Date (each as defined below) and as long as Impactive’s Net Long Position (as defined in the Cooperation Agreement) remains at or above the lesser of (x) three percent of the then-outstanding shares of WEX’s common stock, par value $0.01 per share (the “Common Stock”) and (y) 1,040,044 shares of Common Stock (subject to adjustment for stock splits, reclassifications, combinations and recapitalizations), in the event that any of the New Director Nominees is no longer able to serve as a director of WEX, Impactive would be entitled to designate a replacement candidate, subject to the approval of the Board (such replacement, a “Replacement Director”).

The Cooperation Agreement also contains customary voting commitment, standstill, non-disparagement and expense reimbursement provisions.

The Cooperation Agreement will terminate on the date that is the later of (i) the date that is thirty days prior to the advance notice deadline for director nominations for election to the Board at the 2027 annual meeting of stockholders (the “Nomination Termination Date”) and (ii) the date that is ten days after the Impactive Designee or any Replacement Director ceases to serve as a director on the Board (the “Impactive Principal Termination Date”), unless earlier terminated by mutual written agreement.

The Cooperation Agreement further provides that the Board will postpone the Annual Meeting, but will convene the Annual Meeting as promptly as possible, and in any event, prior to the Board Meeting.

The foregoing description of the Cooperation Agreement is qualified in its entirety by reference to the full text of the Cooperation Agreement, a copy of which is attached as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on May 4, 2026, and incorporated herein by reference.

FAQ

What did Impactive Capital and WEX (WEX) agree to in their cooperation agreement?

They agreed to withdraw Impactive’s nominee slate and add three Board nominees to WEX’s slate, set the Board size to eleven directors, and separate the Chair and CEO roles at the first regular Board meeting after the Annual Meeting.

Who are the new director nominees named in the agreement?

The New Director Nominees are Kurt P. Adams, Ellen R. Alemany, and Lauren Taylor Wolfe, who will be included on the company’s proxy statement and nominated by the Board for election at the 2026 annual meeting.

How long does the cooperation agreement remain in effect?

The Cooperation Agreement terminates on the later of: thirty days before the advance notice deadline for 2027 director nominations (Nomination Termination Date) or ten days after the Impactive Designee or any Replacement Director ceases to serve (Impactive Principal Termination Date).

Under what condition can Impactive designate a replacement director?

Impactive may designate a Replacement Director if a New Director Nominee cannot serve, provided Impactive’s Net Long Position remains at or above the lesser of 3% of outstanding common stock or 1,040,044 shares (subject to adjustment) and the Board approves the replacement.

Will Impactive vote any proxies at WEX’s 2026 annual meeting?

No; Impactive stated it will not vote any proxies received from WEX stockholders at the 2026 annual meeting as part of the withdrawal of its nominee slate in connection with the Cooperation Agreement.