WEX and Impactive Capital agree on board refresh; annual meeting postponed to May 14

WEX Inc.

Three new independent director nominees: Kurt Adams, Ellen Alemany, and Lauren Taylor Wolfe (Impactive designee).
Board will separate Chair and CEO roles after the 2026 annual meeting; Melissa Smith remains CEO.
Annual meeting rescheduled from May 5 to May 14, 2026 to allow shareholder review of supplemental proxy materials.
Board size set to 11 directors; Impactive withdraws nomination notice and will support the revised slate.
Standard standstill, non-disparagement, and voting commitments; Impactive has replacement rights under certain conditions.

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