On April 21, 2026, Impactive Capital, LP, announced that leading independent proxy advisory firm Glass Lewis & Co. has recommended that shareholders vote FOR Impactive?s director nominees Kurt Adams and Lauren Taylor Wolfe to the Company?s Board of Directors and WITHHOLD support from Board Chair and CEO Melissa Smith and Compensation Committee Chair Stephen Smith. Glass Lewis concluded that the separation of the CEO and Chair roles is in shareholders?
interests, citing sustained underperformance under Melissa Smith?s tenure, and determined that Impactive has ?articulated a coherent set of concerns regarding oversight and capital allocation.? Glass Lewis further noted that Impactive?s campaign has demonstrated credibility and contributed to a more favorable market reassessment, justifying direct Impactive representation on the board. The proxy advisor highlighted the qualifications of the Impactive nominees, stating that Lauren Taylor Wolfe?s direct involvement in the campaign and investment thesis aligns her with the perspectives advanced in support of change, while Kurt Adams brings relevant financial services, regulatory, and governance experience.
Glass Lewis also referenced significant shareholder dissent at the 2025 annual meeting, particularly with respect to the Company?s leadership, and underscored that more than 30% of votes were cast against Melissa Smith?s re-election, reflecting meaningful investor concern. Impactive urged shareholders to vote for all three of its highly qualified nominees using the WHITE proxy card, emphasizing that electing its slate is the most effective path to strengthening oversight, improving capital allocation, and positioning WEX to deliver sustainable shareholder value.
