Leading Independent Proxy Advisory Firm Glass Lewis Supports Impactive’s Case for Change at WEX
NEW YORK--( BUSINESS WIRE)--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 announced today that leading proxy advisory firm Glass, Lewis & Co. (“Glass Lewis”) has recommended that shareholders vote on the WHITE proxy card FOR the election of Impactive director nominees Kurt Adams and Lauren Taylor Wolfe to the Company’s Board of Directors (the “Board”) and WITHHOLD on Board Chair and CEO Melissa Smith and director and Compensation Committee Chair Stephen Smith.
Impactive stated:
“We appreciate Glass Lewis’ recognition of the merits of our case for change and its recommendation that shareholders vote to elect Kurt Adams and Impactive principal and significant shareholder representative Lauren Taylor Wolfe to WEX’s Board. Glass Lewis’ report is unequivocal: WEX’s persistent underperformance, poor capital allocation, and insufficient Board oversight demand new voices in the boardroom — directors aligned with shareholders and accountable for results. Glass Lewis’ recommendation to separate the Chair and CEO roles by withholding support from Melissa Smith is particularly notable, highlighting the critical importance of reversing the Company’s prolonged underperformance and governance shortcomings. Electing all three of our highly qualified nominees is the most effective path to strengthening oversight, improving capital allocation, and positioning WEX to deliver sustainable shareholder value.”
In its report, Glass Lewis supported Impactive’s case for change, writing: 1
Glass Lewis commented on the qualifications of Impactive’s nominees:
In making its recommendation to withhold on Melissa Smith and Stephen Smith, Glass Lewis wrote the following:
Glass Lewis commented on WEX’s poor corporate governance underscored by low shareholder support at the 2025 AGM, stating:
For more information, including how to vote for Impactive’s three nominees using the WHITE proxy card, please visit www.WakeUpWEX.com.
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
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.
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1 Permission to quote Glass Lewis was neither sought nor received. Emphasis added.