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Impactive Capital plans proxy fight at WEX, seeking at least four directors
Impactive Capital plans proxy fight at WEX, seeking at least four directors

CNA

time22-05-2025

  • Business
  • CNA

Impactive Capital plans proxy fight at WEX, seeking at least four directors

NEW YORK :Activist investor Impactive Capital said it is gearing up for a boardroom fight at financial technology company WEX Inc, and may nominate at least four directors to its board in 2026. Impactive, which owns roughly 7 per cent of the company and has been a shareholder for four years, is ratcheting up pressure on the payments company only days after its May 15 annual meeting. WEX's share price has slid 30 per cent over the last 12 months. "We intend to nominate at least four directors for election at next year's annual meeting, barring a significant reversal of the company's underperformance or approach to engagement in the coming months," Impactive said in a statement confirming an earlier exclusive report by Reuters that the firm was preparing a challenge. WEX, whose services include payment processing and information management for vehicle fleets, employee benefits, business payments and travel payments, has a market value of roughly $4.5 billion. Impactive, run by Lauren Taylor Wolfe and Christian Asmar, has privately pressed WEX to simplify its business and create greater alignment between the company and its shareholders but feels its requests have been dismissed, said a person familiar with the discussions who was not authorized to speak publicly. Specifically, Impactive urged WEX to consider spinning off its benefits segment and suggested adding an investor to the 11-member board of directors, according to the person, who said Impactive asked late last year to join the board. WEX said members of its management team had spoken with Impactive's principals dozens of times over the last three years. "It was not until late last year that Impactive requested Board representation. We have a history of constructive engagement and intend to continue those conversations," the company said in a statement. Despite its strong market positioning, attractive assets and competitive advantages, WEX has underperformed and lagged behind peers, including Corpay, Impactive said earlier this month in a public letter to shareholders. In an effort to exert pressure, Impactive said on May 2 that it would vote against three directors, including the company's chair, Melissa Smith, and lead director, Jack VanWoerkom, at the May 15 meeting. While all three were re-elected, shareholders' support for each director targeted by Impactive was at least 33 per cent lower than the previous year, according to a regulatory filing, signaling some concern. Impactive has only run one proxy fight during its seven-year lifetime and has said it prefers to engage with companies and management privately to fix problems.

Exclusive-Impactive Capital may run proxy fight at WEX, seeking 4 of 11 directors, source says
Exclusive-Impactive Capital may run proxy fight at WEX, seeking 4 of 11 directors, source says

CNA

time22-05-2025

  • Business
  • CNA

Exclusive-Impactive Capital may run proxy fight at WEX, seeking 4 of 11 directors, source says

NEW YORK :Activist investor Impactive Capital is gearing up for a boardroom fight at financial technology company WEX Inc, and may nominate at least four directors at next year's annual meeting, according to a person familiar with the matter and a document seen by Reuters. The share price of WEX has slid 30 per cent in the last 52 weeks. Impactive, which owns roughly 7 per cent of the company and has been a shareholder for four years, is ratcheting up pressure on the payments company only days after its May 15 annual meeting. WEX, whose services include payment processing and information management for vehicle fleets, employee benefits, business payments, and travel payments, has a market value of roughly $4.5 billion. Frustration has been simmering for years as Impactive privately pressed WEX to simplify its business and create greater alignment between the company and its shareholders but feels its requests have been dismissed, the source said. The source was not permitted to discuss the hedge fund's private plans. Specifically Impactive has urged WEX to consider spinning off its benefits segment and has suggested adding a investor to the 11-member board of directors. Late last year, Impactive asked to join the board but has so far not been invited on, the person said. A representative for the company was not immediately available for comment. Despite its strong market positioning, attractive assets and competitive advantages, WEX has underperformed and lagged behind peers, including Corpay, Impactive said earlier this month in a public letter to shareholders. In an effort to exert pressure, Impactive said on May 2 that it would vote against three directors, including the company's chair, Melissa Smith, and lead director, Jack VanWoerkom, at the May 15 meeting. While all three were re-elected, shareholders' significant votes "against" the directors signal concern. Impactive has only run one proxy fight during its seven-year lifetime and said publicly at conferences that it prefers to engage with companies and management privately to fix problems. Two years ago Impactive settled a proxy fight with Envestnet when the financial technology company added three new directors, including Impactive co-founder Lauren Taylor Wolfe. But Impactive is eyeing a potential second board challenge by taking on WEX because it worries the company and its advisors are ignoring shareholders' wishes, the source said. It is considering nominating at least four directors because of the board's size, the person said.

Exclusive: Impactive Capital may run proxy fight at WEX, seeking 4 of 11 directors, source says
Exclusive: Impactive Capital may run proxy fight at WEX, seeking 4 of 11 directors, source says

Reuters

time22-05-2025

  • Business
  • Reuters

Exclusive: Impactive Capital may run proxy fight at WEX, seeking 4 of 11 directors, source says

NEW YORK, May 22 (Reuters) - Activist investor Impactive Capital is gearing up for a boardroom fight at financial technology company WEX Inc (WEX.N), opens new tab, and may nominate at least four directors at next year's annual meeting, according to a person familiar with the matter and a document seen by Reuters. The share price of WEX has slid 30% in the last 52 weeks. Impactive, which owns roughly 7% of the company and has been a shareholder for four years, is ratcheting up pressure on the payments company only days after its May 15 annual meeting. WEX, whose services include payment processing and information management for vehicle fleets, employee benefits, business payments, and travel payments, has a market value of roughly $4.5 billion. Frustration has been simmering for years as Impactive privately pressed WEX to simplify its business and create greater alignment between the company and its shareholders but feels its requests have been dismissed, the source said. The source was not permitted to discuss the hedge fund's private plans. Specifically Impactive has urged WEX to consider spinning off its benefits segment and has suggested adding a investor to the 11-member board of directors. Late last year, Impactive asked to join the board but has so far not been invited on, the person said. A representative for the company was not immediately available for comment. Despite its strong market positioning, attractive assets and competitive advantages, WEX has underperformed and lagged behind peers, including Corpay (CPAY.N), opens new tab, Impactive said earlier this month in a public letter to shareholders. In an effort to exert pressure, Impactive said on May 2 that it would vote against three directors, including the company's chair, Melissa Smith, and lead director, Jack VanWoerkom, at the May 15 meeting. While all three were re-elected, shareholders' significant votes "against" the directors signal concern. Impactive has only run one proxy fight during its seven-year lifetime and said publicly at conferences that it prefers to engage with companies and management privately to fix problems. Two years ago Impactive settled a proxy fight with Envestnet when the financial technology company added three new directors, including Impactive co-founder Lauren Taylor Wolfe. But Impactive is eyeing a potential second board challenge by taking on WEX because it worries the company and its advisors are ignoring shareholders' wishes, the source said. It is considering nominating at least four directors because of the board's size, the person said.

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