ISS Joins Glass Lewis and Egan-Jones by Supporting 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 Institutional Shareholder Services Inc. (“ISS”) 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 director Nancy Altobello and Compensation Committee Chair Stephen Smith.
ISS's recommendation follows reports published by Glass, Lewis & Co., LLC ("Glass Lewis") and Egan-Jones Ratings Company ("Egan-Jones"), both of which also endorsed Impactive’s case for change at WEX.
Impactive stated:
“ISS’s recommendation reinforces that meaningful boardroom change at WEX is the only way to reverse the ongoing pattern of missed opportunities, failed governance and lost shareholder value that has defined the Company for far too long. All three independent and objective proxy advisory firms have rejected WEX’s personal attacks and validated the substantive case for change. ISS, Glass Lewis and Egan-Jones emphasize the importance of having a direct shareholder representative on the Board, along with the need for stronger independence, governance and oversight of management. Electing all three of Impactive’s nominees – Kurt Adams, Ellen Alemany and Lauren Taylor Wolfe – is the surest path to ensuring that the necessary skills, objectivity and accountability will be present in the boardroom to unlock the Company’s full value for all shareholders.”
ISS highlighted WEX’s financial underperformance and capital allocation issues, with a particular focus on the disconnect between how the Board has portrayed performance versus the reality for shareholders, stating: 1
ISS commented on WEX’s governance practices, including concerns around lack of independence in the boardroom and communication with shareholders, stating:
ISS also highlighted the merits of all three of Impactive’s nominees and the baselessness of the Company’s personal attacks, stating:
In its recent report supporting Impactive’s case for change, Glass Lewis noted the following: 2
Egan-Jones recommended shareholders vote for the election of all three Impactive nominees, writing: 3
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.
1
Permission to quote ISS was neither sought nor received. Emphasis added.
2
Permission to quote Glass Lewis was neither sought nor received. Emphasis added.
3
Permission to quote Egan-Jones was neither sought nor received. Emphasis added.