Impactive Capital Plans 2026 Board Challenge at WEX Inc. (WEX)

Market Cap: $5.2 billion | WEX Inc. operates a commerce platform in the United States and internationally.

On March 6, 2025, Impactive Capital (6.7%) stated that it has initiated discussions with the  board and management concerning the company's operational and share price performance, along with specific corporate governance issues such as appointing a shareholder representative to the Board. Source

On May 2, 2025, Impactive Capital announced it will vote against three directors—Jack VanWoerkom, Melissa Smith, and James Neary—at the 2025 annual meeting, citing long-term underperformance, lack of accountability, and the Board’s refusal to add shareholder representation. Impactive criticized WEX’s strategic oversight and widening gap in performance compared to peer Corpay, despite having similar starting points. Source

On May 22, 2025, Impactive Capital (7%) criticized the board following the 2025 annual meeting, where directors Jack VanWoerkom, Melissa Smith (CEO/Chair), and James Neary received historically low support, signaling a crisis of investor confidence. Impactive attributed this to WEX’s persistent underperformance and lack of meaningful engagement, despite its four-year effort to work constructively with the board. Unless WEX significantly improves performance or shareholder alignment, Impactive plans to nominate at least four directors for election at the 2026 annual meeting. Source

On October 20, 2025, Impactive Capital criticized the company’s persistent underperformance and lack of urgency for change despite its prior engagement with the Board. After voting against three directors at the 2025 annual meeting—each receiving sharply reduced support—Impactive announced plans to nominate its own slate of directors, including Alemany, Cornick, Fox, Saxena, and Taylor Wolfe, for the 2026 meeting. Source