PORTLAND, Maine, May 4 — WEX (NYSE: WEX) (“WEX” or the “Company”), a global leader in intelligent payment solutions, today announced that it has entered into a cooperation agreement with Impactive Capital Master Fund LP (“Impactive”).
Under the terms of the agreement, WEX and Impactive have established a refreshed slate including three new independent directors – Kurt Adams, Ellen Alemany, and Lauren Taylor Wolfe (the “New Directors”) – for election to the WEX Board of Directors (the “Board”) at the Company’s 2026 Annual Meeting of Stockholders (the “Annual Meeting”). In addition to the New Directors, WEX will nominate Daniel Callahan, Aimee Cardwell, David Foss, James Groch, Derrick Roman, Melissa Smith, Stephen Smith and Susan Sobbott. As of the Annual Meeting, the Board will include 11 directors.
In addition, following the Annual Meeting, WEX will separate the roles of Chair and Chief Executive Officer. Melissa Smith will continue to serve as Chief Executive Officer, President, and a member of the Board.
Impactive will withdraw its nomination notice in light of the agreed slate and will support the revised Board at the Annual Meeting. The New Directors will serve on the Board’s Nominating and Governance, Leadership Development and Compensation, Technology and Cybersecurity, Finance and Audit Committees. The agreement also contains customary standstill and non-disparagement provisions and voting commitments.
The Company will file additional proxy materials with the U.S. Securities and Exchange Commission (the “SEC”) reflecting the revised slate of 11 director nominees. Shareholders who have voted on Impactive’s white proxy card will need to submit new voting instructions on the Company’s revised proxy card, which will be distributed to shareholders eligible to vote at the Annual Meeting. To provide shareholders sufficient time to evaluate the updated materials, the Annual Meeting has been rescheduled to May 14, 2026.
“We are pleased to have reached a resolution with Impactive, which will allow the Board and management team to remain focused on executing our strategy, strengthening the business and positioning WEX for continued long-term growth,” said Melissa Smith, CEO of WEX. “This outcome reflects our commitment to constructive dialogue and effective governance. We look forward to working with Kurt, Ellen and Lauren toward our common goal of enhancing value for all shareholders.”
“We believe in the strength of WEX’s businesses and the Company’s opportunity to create meaningful long-term value for shareholders,” said Lauren Taylor Wolfe, Co-Founder and Managing Partner of Impactive. “The new directors joining the Board bring valuable, complementary skillsets – particularly in the areas of governance, capital allocation and operational efficiency. We are confident these additions will benefit the Company as we work closely with Melissa, the management team and the Board to help WEX realize its full potential. We look forward to supporting the newly composed slate of director nominees at the upcoming Annual Meeting.”
The foregoing summary of the Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Agreement, which will be filed as an exhibit to a Current Report on Form 8-K with the SEC.
