ThZeal - The Zeal

wex-20250515

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported)			May 15, 2025


WEX Inc.
(Exact name of registrant as specified in its charter)

Delaware

001-32426

01-0526993

(State or other jurisdiction of

incorporation)

(Commission File Number)

(IRS Employer Identification No.)

1 Hancock Street

Portland

Maine

04101

Address of principal executive offices

Zip Code

Registrant's telephone number, including area code

(207)

733-8171



(Former name or former address if changes since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value	WEX	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

At the annual meeting of stockholders of WEX Inc. (the “Company”) held on May 15, 2025 (the “2025 Annual Meeting”), the Company’s stockholders approved an amendment to the Company’s Amended and Restated 2019 Equity and Incentive Plan (as amended, the "A&R 2019 Plan"), which had previously been adopted by the Company’s Board of Directors subject to stockholder approval. The A&R 2019 Plan amends the Company’s Amended and Restated 2019 Equity and Incentive Plan to increase the number of shares of common stock available for issuance under the A&R 2019 Plan by approximately 3.4 million shares to 4.0 million shares of the Company’s common stock, as described in Proposal 3 of the Company’s Definitive Proxy Statement for the 2025 Annual Meeting, filed with the Securities and Exchange Commission on April 17, 2025. A complete copy of the A&R 2019 Plan is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

At the 2025 Annual Meeting, the Company’s stockholders voted on the following proposals:

1. The following nominees were elected to the Company’s Board of Directors for one-year terms expiring at the 2026 annual meeting of stockholders, and until their respective successors are elected and qualified.

Nancy Altobello

For: 29,054,886

Against: 941,886

Abstain: 19,279

Broker Non-Votes: 1,068,476

Daniel Callahan

For: 29,678,458

Against: 318,048

Abstain: 19,545

Broker Non-Votes: 1,068,476

Aimee Cardwell

For: 29,714,832

Against: 284,126

Abstain: 17,093

Broker Non-Votes: 1,068,476

Shikhar Ghosh

For: 26,819,191

Against: 1,302,640

Abstain: 1,894,220

Broker Non-Votes: 1,068,476

James Groch

For: 29,712,035

Against: 286,682

Abstain: 17,334

Broker Non-Votes: 1,068,476

James (Jim) Neary

For: 20,817,546

Against: 9,179,600

Abstain: 18,905

Broker Non-Votes: 1,068,476

Derrick Roman:

For: 29,713,178

Against, 285,641

Abstain: 17,232

Broker Non-Votes: 1,068,476

Melissa Smith

For: 19,981,813

Against: 10,016,612

Abstain: 17,626

Broker Non-Votes: 1,068,476

Stephen Smith

For: 29,657,172

Against: 339,349

Abstain: 19,530

Broker Non-Votes: 1,068,476

Susan Sobbott

For: 29,635,181

Against: 354,613

Abstain: 26,257

Broker Non-Votes: 1,068,476

Jack VanWoerkom

For: 17,774,925

Against: 10,431,018

Abstain: 1,810,108

Broker Non-Votes: 1,068,476

2. A non-binding, advisory proposal on the compensation of the Company’s named executive officers was approved.

For: 28,594,049

Against: 1,385,137

Abstain: 36,865

Broker Non-Votes: 1,068,476

3. The Amendment to the WEX Inc. Amended and Restated 2019 Equity and Incentive Plan to increase the number of shares of common stock issuable thereunder was approved.

For: 27,860,387

Against: 2,127,447

Abstain: 28,217

Broker Non-Votes: 1,068,476

4. The Amendment to the Company’s Amended and Restated Certificate of Incorporation to Provide for Officer Exculpation as Permitted by Delaware Law was approved.

For: 24,647,513

Against: 5,343,720

Abstain: 24,818

Broker Non-Votes: 1,068,476

Accordingly, on May 16, 2025, the Company filed a Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Company with the Secretary of State of the State of Delaware to provide for exculpation of the Company’s officers as permitted by Section 102(b)(7) of the Delaware General Corporation Law.

The foregoing description of the Amendment to the Amended and Restated Certificate of Incorporation is qualified in its entirety by reference to the Certificate of Amendment of Amended and Restated Certificate of Incorporation of the Company, a copy of which is attached hereto as Exhibit 3.1 and incorporated herein by reference.

5. The appointment of Deloitte & Touche, LLP as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2025 was ratified.

For: 30,076,743

Against: 984,374

Abstain: 23,410

Broker Non-Votes: 0

Item 9.01 Financial Statements and Exhibits.

EXHIBIT INDEX


Exhibit No.						Description

3.1						Certificate of Amendment to the Amended and Restated Certificate of Incorporation of WEX Inc.
10.1						Amended and Restated 2019 Equity and Incentive Plan, as amended on May 15, 2025
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934 the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	WEX INC.


Date: May 20, 2025	By:	/s/ Sara T.W. Trickett
		Sara T.W. Trickett
		Chief Legal Officer and Corporate Secretary