An investment company is seeking to dislodge three directors at WEX, a major payments provider for fleets.
The company, Impactive Capital Master Fund LP and its affiliates, urged “no” votes last year on three candidates. But those directors ultimately won.
This year, Impactive is putting up its own slate of candidates and is targeting three incumbents including current CEO and chairwoman Melissa Smith.
In a proxy filing Friday with the Securities & Exchange Commission, Impactive Capital Master Fund LP and affiliates said it had been “significant stockholders” in WEX (NYSE: WEX) for five years.
WEX, in its 10-K report filed to the Securities and Exchange Commission this year, described its Mobility segment as a “global leader in fleet payment solutions, transaction processing, and information management.”
“We support fleets of all sizes globally through our proprietary closed-loop networks and a suite of software solutions that help manage fuel, EV charging, and operational workflows,” the annual 10-K for 2026 said.
Impactive, in its proxy, said of its relationship with WEX: “For the length of our investment, we have attempted to maintain an open and collaborative relationship with the company and its board of directors, but in recent years that relationship has been severely strained by the mounting challenges facing the Company and the Board’s apparent unwillingness to take action to hold management accountable for performance.”
Five-year shareholders
Impactive first invested in WEX in 2021, according to its proxy.
The Impactive proxy said it has sought to have WEX place more “stockholder perspectives” on the board of directors at WEX. But it has been “repeatedly rebuffed and refused,” the proxy said.
Impactive said its plan of action is to have three directors voted into office at the WEX annual meeting to be held May 5. There are six directors Impactive is not opposing but has urged shareholders not to vote for Nancy Altobello, Stephen Smith and Melissa Smith.
The Impactive proxy recaps a long history of interactions between the company and WEX management. Among the issues Impactive raised in those meetings or phone calls include criticism of WEX’ acquisition of Payzer, which it described as “an unprofitable company with a limited strategic fit that added to WEX’ complexity.”
The history of the interactions include Impactive’s request that a representative of that company be placed on the board of directors, which has not occurred.
Challenge last year failed, but still lots of ‘no’ votes
The three incumbents that Impactive targeted last year for a no vote were re-elected to the board. But the Impactive proxy said their “no” votes were anywhere from 30.6% to 37% of the vote.
