Leading Independent Proxy Advisory Firm Glass Lewis Supports Impactive’s Case for Change at WEX

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

• “[Impactive] has articulated a credible case for enhanced oversight, and the performance record, while not uniformly negative, reflects a sustained period of relative underperformance against the most relevant comparators over long- and medium-term horizons that the Company has not fully rebutted through its operational narrative.”
• “Given that [Impactive’s] campaign has demonstrated credibility, appears to have contributed to a more favorable market reassessment, and has articulated a coherent set of concerns regarding oversight and capital allocation, shareholders are justified in concluding that direct Impactive representation on the board is appropriate.”

Glass Lewis commented on the qualifications of Impactive’s nominees: