NEW YORK--(BUSINESS WIRE)--Feb 9, 2026--
Impactive Capital, LP, (“Impactive” or “we”) together with its affiliates, one of the largest shareholders of WEX Inc. (NYSE: WEX) (the “Company” or “WEX”) with an ownership interest of approximately 5.0%, today announced that it has nominated four candidates – Kurt Adams, Ellen Alemany, Ken Cornick and Lauren Taylor Wolfe – for election to the WEX Board of Directors (the “Board”) at the upcoming 2026 annual meeting of stockholders (the “annual meeting”).
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Impactive issued the following statement:
“As one of WEX’s largest and most committed investors, Impactive is fully aligned with the success of the Company. This is why for the past four years we have repeatedly sought to engage constructively with the Board to help close the gap between WEX’s intrinsic value and its stock price. Despite our best efforts, the Board has continued to dismiss our view that WEX’s long-term owners deserve meaningful representation in the boardroom to hold management accountable and drive improved operating performance. Without oversight by shareholders, the outcomes have been both predictable and deeply disappointing, and the widening gap versus its closest peer, Corpay, Inc. (NYSE: CPAY), is increasingly alarming. Over the last five years, WEX has trailed Corpay by 58% and underperformed the S&P MidCap 400 by 76%. 1 More recently, over the past three years, it has underperformed Corpay by 81% and the S&P MidCap 400 by 52%. (See “5-Year Total Shareholder Return” Chart)
Shareholders have spent years calling on the Board to implement steps such as holding management accountable for returns on internal and external investments, disciplined pricing, cost efficiency and business simplification to improve returns and unlock shareholder value. Instead, the Board has pursued M&A with questionable strategic fit, adding cost and complexity, and approved internal investments that have not generated any quantifiable returns. These failures have had a tangible impact: WEX’s operating margins trailed its closest peer Corpay by over 18 points in 2025, and the gap has only been widening. 2 Since 2024, management has celebrated the “success” of sales and marketing investments, despite WEX delivering 80% lower organic growth and half the operating margins of Corpay. The Board’s prolonged failure to hold management accountable has allowed underperformance to become the status quo.
After we raised our concerns publicly and disclosed our intention to vote against three directors at the 2025 annual meeting, shareholders delivered a clear vote of no confidence. CEO and Chair Melissa Smith and two other incumbent directors, including the outgoing Lead Independent Director, were rejected by over 30% of voting shareholders. Among S&P MidCap 400 director elections in 2025, support for these three directors was in the bottom 1%. 3
Shareholders have spoken. We cannot afford another year of value destruction under a Board that appears determined to avoid accountability and is unwilling to act with urgency. That is why we have nominated four highly qualified candidates who can bring fresh perspectives and relevant expertise to restore investor confidence and create value for shareholders.
Our nominees, who have already taken steps to align themselves with shareholders by collectively personally purchasing more shares in recent months than the entire incumbent Board over the past nine years, are:
By electing these nominees, shareholders will be adding to the Board independent, objective directors with the skills, experience and shareholder-aligned perspectives to help the Company realize its value potential for all stakeholders.
We look forward to engaging with our fellow shareholders in the near-term.”
Full Biographies of Impactive’s Nominees
Kurt Adams
Kurt has directly relevant fintech, payments and HSA industry expertise and a strong track record of developing and executing successful growth strategies that we believe would be extremely additive to WEX’s Board.
Ellen Alemany
Ellen has decades of executive leadership experience along with deep expertise in strategy, corporate governance and capital allocation that we believe would be highly additive to WEX’s Board.
Ken Cornick
Ken has strong financial acumen and extensive experience driving operational, capital allocation and profitability improvements that we believe would be extremely additive to WEX’s Board.
Lauren Taylor Wolfe
Lauren has the necessary perspective as a long-term and significant shareholder representative, as well as extensive capital allocation, corporate governance and investment expertise that we believe would be highly additive to WEX’s Board.
CERTAIN INFORMATION CONCERNING THE PARTICIPANTS
Impactive Capital Master Fund LP (“Impactive Capital Master Fund”), together with the other participants named herein (collectively, “Impactive”), intend to file a preliminary proxy statement and accompanying WHITE universal proxy card with the Securities and Exchange Commission (“SEC”) to be used to solicit votes for the election of Impactive’s slate of highly qualified director nominees at the 2026 annual meeting of stockholders of WEX Inc., a Delaware corporation (the “Company”).
IMPACTIVE STRONGLY ADVISES ALL STOCKHOLDERS OF THE COMPANY TO READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS, INCLUDING A PROXY CARD, AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. SUCH PROXY MATERIALS WILL BE AVAILABLE AT NO CHARGE ON THE SEC’S WEB SITE AT HTTP://WWW.SEC.GOV. IN ADDITION, THE PARTICIPANTS IN THIS PROXY SOLICITATION WILL PROVIDE COPIES OF THE PROXY STATEMENT WITHOUT CHARGE, WHEN AVAILABLE, UPON REQUEST. REQUESTS FOR COPIES SHOULD BE DIRECTED TO THE PARTICIPANTS’ PROXY SOLICITOR.
The participants in the proxy solicitation are anticipated to be Impactive Capital Master Fund, Impactive Sierra Fund LP (“Impactive Sierra”), Impactive Zephyr Fund LP (“Impactive Zephyr” and together with Impactive Capital Master Fund and Impactive Sierra, the “Impactive Funds”), Impactive Capital LP (“Impactive Capital”), Impactive Capital LLC (“Impactive Capital GP”), Christian Asmar, Lauren Taylor Wolfe, Alemany October 2025 GRAT No. 1 (“Alemany Trust”), Cornick Family Investor, LLC (“Cornick Family Investor”), Kurt P. Adams, Ellen R. Alemany and Kenneth L. Cornick.
As of the date hereof, Impactive Capital Master Fund holds 1,341,381 shares of common stock, $0.01 par value per share, of the Company (the “Common Stock”). As of the date hereof, Impactive Sierra holds 313,261 shares of Common Stock. As of the date hereof, Impactive Zephyr holds 52,611 shares of Common Stock. Impactive Capital, as the investment manager of the Impactive Funds, may be deemed to beneficially own the 1,707,253 shares of Common Stock held by the Impactive Funds. Impactive Capital GP, as the general partner of Impactive Capital, may be deemed to beneficially own the 1,707,253 shares of Common Stock held by the Impactive Funds. Each of Mr. Asmar and Ms. Taylor Wolfe, as managing members of Impactive Capital GP, may be deemed to beneficially own the 1,707,253 shares of Common Stock held by the Impactive Funds. As of the date hereof, Alemany Trust directly beneficially owns 6,000 shares of Common Stock. Ms. Alemany, as trustee of Alemany Trust, may be deemed to beneficially own the 6,000 shares of Common Stock directly beneficially owned by Alemany Trust. As of the date hereof, Cornick Family Investor directly beneficially owns 7,000 shares of Common Stock. Mr. Cornick, as the manager of Cornick Family Investor, may be deemed to beneficially own the 7,000 shares of Common Stock directly beneficially owned by Cornick Family Investor. As of the date hereof, Mr. Adams does not beneficially own any shares of Common Stock.
Impactive Capital Nominates Four Candidates to WEX Board
