WEX (NYSE: WEX) announced it has entered into a cooperation agreement with Impactive Capital Master Fund LP, resolving a proxy contest ahead of the company's annual shareholder meeting.

Under the agreement, WEX will nominate three new independent directors proposed by Impactive: Kurt Adams, Ellen Alemany, and Lauren Taylor Wolfe. The trio will join eight existing nominees for election at the 2026 annual meeting, bringing the board to 11 directors total.

Adams currently serves as CEO of IPC Systems and previously held executive roles at Optum Financial, Fleetcor Technologies, and U.S. Bancorp. Alemany sits on the board of First Citizens BancShares and was previously CEO of CIT Group. Taylor Wolfe co-founded and manages Impactive Capital.

Following the annual meeting, WEX will separate the roles of board chair and chief executive officer. Melissa Smith will continue as CEO, president, and board member.

The company rescheduled its annual meeting to May 14, 2026, to give shareholders time to review updated proxy materials. Shareholders who previously voted on Impactive's proxy card will need to submit new voting instructions on WEX's revised proxy card.

Impactive agreed to withdraw its director nomination notice and support the revised board slate. The new directors will serve on the board's nominating and governance, leadership development and compensation, technology and cybersecurity, and finance and audit committees.

The agreement includes standard standstill and non-disparagement provisions along with voting commitments from both parties. WEX will file additional proxy materials with the Securities and Exchange Commission reflecting the updated director slate.