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WEX Inc. 2024-2025 Proxy Voting Records

Compiled from SEC Form N-PX filings and WEX Inc.’s Form 8-K, filed May 20, 2025 (Item 5.07 on EDGAR). Page generated October 18, 2026.

  • 15Ballot items
  • 437Asset managers
  • 6,256Fund votes
  • May 15, 2025Meeting date

Results at a glance

Meeting of May 15, 2025: 15 items on WEX Inc.’s Form 8-K, filed May 20, 2025: 11 elected · 4 approved.

Material dissent

Material dissent: a director nominee under 80% of the votes cast, say-on-pay under 70%, any other item the board put forward under 80%, or a shareholder proposal with more than 50%, on the company’s own Form 8-K tally. How this is decided

Proxy season: 2023-2024 2024-2025 2025-2026

Explore WEX Inc. in the interactive database Compare manager voting policies

Official 2024-2025 meeting results reported by WEX Inc.

These tallies are WEX Inc.’s own, as disclosed to the U.S. Securities and Exchange Commission on Form 8-K, filed May 20, 2025 (Item 5.07, “Submission of Matters to a Vote of Security Holders”). They cover every share voted at the meeting, not just the funds that file Form N-PX.

WEX Inc. — official shareholder meeting results, meeting held May 15, 2025
Ballot itemForAgainst AbstainWithheldBroker non-votesSupport (of votes cast)Reported outcomeVoting standard
Elect Director: Nancy Altobello 29,054,886941,88619,279 --1,068,476 97%Elected—
Elect Director: Daniel Callahan 29,678,458318,04819,545 --1,068,476 99%Elected—
Elect Director: Aimee Cardwell 29,714,832284,12617,093 --1,068,476 99.0%Elected—
Elect Director: Shikhar Ghosh 26,819,1911,302,6401,894,220 --1,068,476 95%Elected—
Elect Director: James Groch 29,712,035286,68217,334 --1,068,476 99.0%Elected—
Elect Director: James (Jim) Neary 20,817,5469,179,60018,905 --1,068,476 69%Elected—
Elect Director: Derrick Roman 29,713,178285,64117,232 --1,068,476 99.0%Elected—
Elect Director: Melissa Smith 19,981,81310,016,61217,626 --1,068,476 67%Elected—
Elect Director: Stephen Smith 29,657,172339,34919,530 --1,068,476 99%Elected—
Elect Director: Susan Sobbott 29,635,181354,61326,257 --1,068,476 99%Elected—
Elect Director: Jack VanWoerkom 17,774,92510,431,0181,810,108 --1,068,476 63%Elected—
2. A non-binding, advisory proposal on the compensation of the Company’s named executive officers 28,594,0491,385,13736,865 --1,068,476 95%Approved—
3. The Amendment to the WEX Inc 27,860,3872,127,44728,217 --1,068,476 93%Approved—
4. Amendment to the Company’s Amended and Restated Certificate of Incorporation to Provide for Officer Exculpation as Permitted by Delaware Law 24,647,5135,343,72024,818 --1,068,476 82%Approved—
5. Appointment of Deloitte & Touche, LLP as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2025 30,076,743984,37423,410 --0 97%Approved—

Source: WEX Inc., Form 8-K, filed with the SEC on May 20, 2025 — read the filing on EDGAR.

How asset managers voted at the WEX Inc. 2024-2025 meeting

Each item below shows how the 437 asset managers that disclosed a WEX Inc. vote in their SEC Form N-PX filings actually voted. Share totals are the shares those managers' funds voted, summed across every fund they report.

1. Elect Director: Aimee Cardwell

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 6 wordings of this item as funds reported it.

99.0% Majority: yes · of votes cast

FOR 99.0%
FOR: 29,714,832AGAINST: 284,126
Details: description as filed, official tally, votes by 95 asset managers

Description as filed by funds: Election of Directors: To elect eleven directors for one-year terms: Aimee Cardwell

WEX Inc.’s own tally for this item (“Elect Director: Aimee Cardwell”): 29,714,832 for, 284,126 against, per its Form 8-K filed May 20, 2025 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “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.”
Support: 99.0% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 95 asset managers below reported 13,271,731 for, 0 against, 6,467 abstained, 6 not voted.

FOR
FOR: 13,271,731AGAINST: 0ABSTAIN: 6,467NOT VOTED: 6
Largest asset managers voting on “Election of Directors: To elect eleven directors for one-year terms: Aimee Cardwell” at WEX Inc., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard3,121,6910 00For
JANUS INVESTMENT FUND3,060,8720 00For
Eaton Vance1,725,2200 00For
BlackRock1,263,1980 00For
Fidelity793,9450 00For
JPMorgan500,1280 00For
Charles Schwab303,2460 00For
Dimensional284,0620 00For
Equitable280,3810 00For
JANUS ASPEN SERIES199,2400 00For
Jackson National146,7400 00For
Transamerica135,5480 00For
HOTCHKIS & WILEY FUNDS /DE/134,6800 00For
AMERICAN BEACON FUNDS111,9660 00For
Ultimus Managers Trust98,1530 00For
AIG/SunAmerica93,9470 00For
TIAA76,1830 00For
Amplify ETF Trust59,6960 00For
John Hancock58,3410 00For
AMG Funds IV52,6070 00For
NORTHERN LIGHTS FUND TRUST II49,2070 00For
Empower44,6340 00For
Columbia Threadneedle44,4220 00For
Mercer Funds43,1250 00For
Harbor Funds II34,5570 00For

Showing the 25 largest of 95 asset managers. See all 95 in the interactive database.

2. Elect Director: Daniel Callahan

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 6 wordings of this item as funds reported it.

99% Majority: yes · of votes cast

FOR 99%
FOR: 29,678,458AGAINST: 318,048
Details: description as filed, official tally, votes by 95 asset managers

Description as filed by funds: Election of Directors: To elect eleven directors for one-year terms: Daniel Callahan

WEX Inc.’s own tally for this item (“Elect Director: Daniel Callahan”): 29,678,458 for, 318,048 against, per its Form 8-K filed May 20, 2025 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “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.”
Support: 99% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 95 asset managers below reported 13,202,591 for, 67,604 against, 8,003 abstained, 6 not voted.

FOR
FOR: 13,202,591AGAINST: 67,604ABSTAIN: 8,003NOT VOTED: 6
Largest asset managers voting on “Election of Directors: To elect eleven directors for one-year terms: Daniel Callahan” at WEX Inc., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard3,121,6910 00For
JANUS INVESTMENT FUND3,060,8720 00For
Eaton Vance1,725,2200 00For
BlackRock1,263,1980 00For
Fidelity793,9450 00For
JPMorgan500,1280 00For
Charles Schwab303,2460 00For
Dimensional284,0620 00For
Equitable280,3810 00For
JANUS ASPEN SERIES199,2400 00For
Jackson National146,7400 00For
Transamerica135,5480 00For
HOTCHKIS & WILEY FUNDS /DE/134,6800 00For
AMERICAN BEACON FUNDS111,9660 00For
Ultimus Managers Trust98,1530 00For
AIG/SunAmerica93,9470 00For
TIAA76,1830 00For
Amplify ETF Trust059,696 00Against
John Hancock58,3410 00For
AMG Funds IV52,6070 00For
NORTHERN LIGHTS FUND TRUST II49,2070 00For
Empower44,6340 00For
Columbia Threadneedle44,4220 00For
Mercer Funds43,1250 00For
Harbor Funds II34,5570 00For

Showing the 25 largest of 95 asset managers. See all 95 in the interactive database.

3. Elect Director: Derrick Roman

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 6 wordings of this item as funds reported it.

99.0% Majority: yes · of votes cast

FOR 99.0%
FOR: 29,713,178AGAINST: 285,641
Details: description as filed, official tally, votes by 95 asset managers

Description as filed by funds: Election of Directors: To elect eleven directors for one-year terms: Derrick Roman

WEX Inc.’s own tally for this item (“Elect Director: Derrick Roman”): 29,713,178 for, 285,641 against, per its Form 8-K filed May 20, 2025 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “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.”
Support: 99.0% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 95 asset managers below reported 13,271,731 for, 0 against, 6,467 abstained, 6 not voted.

FOR
FOR: 13,271,731AGAINST: 0ABSTAIN: 6,467NOT VOTED: 6
Largest asset managers voting on “Election of Directors: To elect eleven directors for one-year terms: Derrick Roman” at WEX Inc., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard3,121,6910 00For
JANUS INVESTMENT FUND3,060,8720 00For
Eaton Vance1,725,2200 00For
BlackRock1,263,1980 00For
Fidelity793,9450 00For
JPMorgan500,1280 00For
Charles Schwab303,2460 00For
Dimensional284,0620 00For
Equitable280,3810 00For
JANUS ASPEN SERIES199,2400 00For
Jackson National146,7400 00For
Transamerica135,5480 00For
HOTCHKIS & WILEY FUNDS /DE/134,6800 00For
AMERICAN BEACON FUNDS111,9660 00For
Ultimus Managers Trust98,1530 00For
AIG/SunAmerica93,9470 00For
TIAA76,1830 00For
Amplify ETF Trust59,6960 00For
John Hancock58,3410 00For
AMG Funds IV52,6070 00For
NORTHERN LIGHTS FUND TRUST II49,2070 00For
Empower44,6340 00For
Columbia Threadneedle44,4220 00For
Mercer Funds43,1250 00For
Harbor Funds II34,5570 00For

Showing the 25 largest of 95 asset managers. See all 95 in the interactive database.

4. Elect Director: Jack VanWoerkom

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 7 wordings of this item as funds reported it.

63% Majority: yes · of votes cast

FOR 63%AGAINST
FOR: 17,774,925AGAINST: 10,431,018
Details: description as filed, official tally, votes by 95 asset managers

Description as filed by funds: Election of Directors: To elect eleven directors for one-year terms: Jack VanWoerkom

WEX Inc.’s own tally for this item (“Elect Director: Jack VanWoerkom”): 17,774,925 for, 10,431,018 against, per its Form 8-K filed May 20, 2025 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “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.”
Support: 63% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 95 asset managers below reported 8,841,636 for, 4,428,558 against, 8,003 abstained, 6 not voted.

FORAGAINST
FOR: 8,841,636AGAINST: 4,428,558ABSTAIN: 8,003NOT VOTED: 6
Largest asset managers voting on “Election of Directors: To elect eleven directors for one-year terms: Jack VanWoerkom” at WEX Inc., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard3,121,6901 00For
JANUS INVESTMENT FUND03,060,872 00Against
Eaton Vance1,725,2200 00For
BlackRock1,263,1980 00For
Fidelity315,679478,266 00Mixed
JPMorgan500,1280 00For
Charles Schwab303,2460 00For
Dimensional284,0620 00For
Equitable61,281219,100 00Mixed
JANUS ASPEN SERIES0199,240 00Against
Jackson National87,84358,897 00Mixed
Transamerica13,640121,908 00Mixed
HOTCHKIS & WILEY FUNDS /DE/134,6800 00For
AMERICAN BEACON FUNDS111,9660 00For
Ultimus Managers Trust098,153 00Against
AIG/SunAmerica93,9470 00For
TIAA76,1830 00For
Amplify ETF Trust059,696 00Against
John Hancock58,3410 00For
AMG Funds IV052,607 00Against
NORTHERN LIGHTS FUND TRUST II49,2070 00For
Empower44,6340 00For
Columbia Threadneedle44,4220 00For
Mercer Funds043,125 00Against
Harbor Funds II34,5570 00For

Showing the 25 largest of 95 asset managers. See all 95 in the interactive database.

5. Elect Director: James (Jim) Neary

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 6 wordings of this item as funds reported it.

69% Majority: yes · of votes cast

FOR 69%AGAINST
FOR: 20,817,546AGAINST: 9,179,600
Details: description as filed, official tally, votes by 95 asset managers

Description as filed by funds: Election of Directors: To elect eleven directors for one-year terms: James (Jim) Neary

WEX Inc.’s own tally for this item (“Elect Director: James (Jim) Neary”): 20,817,546 for, 9,179,600 against, per its Form 8-K filed May 20, 2025 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “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.”
Support: 69% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 95 asset managers below reported 8,847,994 for, 4,422,201 against, 8,003 abstained, 6 not voted.

FORAGAINST
FOR: 8,847,994AGAINST: 4,422,201ABSTAIN: 8,003NOT VOTED: 6
Largest asset managers voting on “Election of Directors: To elect eleven directors for one-year terms: James (Jim) Neary” at WEX Inc., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard3,121,6901 00For
JANUS INVESTMENT FUND03,060,872 00Against
Eaton Vance1,725,2200 00For
BlackRock1,263,1980 00For
Fidelity315,679478,266 00Mixed
JPMorgan500,1280 00For
Charles Schwab303,2460 00For
Dimensional284,0620 00For
Equitable61,281219,100 00Mixed
JANUS ASPEN SERIES0199,240 00Against
Jackson National87,84358,897 00Mixed
Transamerica13,640121,908 00Mixed
HOTCHKIS & WILEY FUNDS /DE/134,6800 00For
AMERICAN BEACON FUNDS111,9660 00For
Ultimus Managers Trust098,153 00Against
AIG/SunAmerica93,9470 00For
TIAA76,1830 00For
Amplify ETF Trust059,696 00Against
John Hancock58,3410 00For
AMG Funds IV052,607 00Against
NORTHERN LIGHTS FUND TRUST II49,2070 00For
Empower44,6340 00For
Columbia Threadneedle44,4220 00For
Mercer Funds043,125 00Against
Harbor Funds II34,5570 00For

Showing the 25 largest of 95 asset managers. See all 95 in the interactive database.

6. Elect Director: James Groch

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 6 wordings of this item as funds reported it.

99.0% Majority: yes · of votes cast

FOR 99.0%
FOR: 29,712,035AGAINST: 286,682
Details: description as filed, official tally, votes by 95 asset managers

Description as filed by funds: Election of Directors: To elect eleven directors for one-year terms: James Groch

WEX Inc.’s own tally for this item (“Elect Director: James Groch”): 29,712,035 for, 286,682 against, per its Form 8-K filed May 20, 2025 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “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.”
Support: 99.0% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 95 asset managers below reported 13,271,731 for, 0 against, 6,467 abstained, 6 not voted.

FOR
FOR: 13,271,731AGAINST: 0ABSTAIN: 6,467NOT VOTED: 6
Largest asset managers voting on “Election of Directors: To elect eleven directors for one-year terms: James Groch” at WEX Inc., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard3,121,6910 00For
JANUS INVESTMENT FUND3,060,8720 00For
Eaton Vance1,725,2200 00For
BlackRock1,263,1980 00For
Fidelity793,9450 00For
JPMorgan500,1280 00For
Charles Schwab303,2460 00For
Dimensional284,0620 00For
Equitable280,3810 00For
JANUS ASPEN SERIES199,2400 00For
Jackson National146,7400 00For
Transamerica135,5480 00For
HOTCHKIS & WILEY FUNDS /DE/134,6800 00For
AMERICAN BEACON FUNDS111,9660 00For
Ultimus Managers Trust98,1530 00For
AIG/SunAmerica93,9470 00For
TIAA76,1830 00For
Amplify ETF Trust59,6960 00For
John Hancock58,3410 00For
AMG Funds IV52,6070 00For
NORTHERN LIGHTS FUND TRUST II49,2070 00For
Empower44,6340 00For
Columbia Threadneedle44,4220 00For
Mercer Funds43,1250 00For
Harbor Funds II34,5570 00For

Showing the 25 largest of 95 asset managers. See all 95 in the interactive database.

7. Elect Director: Melissa Smith

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 6 wordings of this item as funds reported it.

67% Majority: yes · of votes cast

FOR 67%AGAINST
FOR: 19,981,813AGAINST: 10,016,612
Details: description as filed, official tally, votes by 95 asset managers

Description as filed by funds: Election of Directors: To elect eleven directors for one-year terms: Melissa Smith

WEX Inc.’s own tally for this item (“Elect Director: Melissa Smith”): 19,981,813 for, 10,016,612 against, per its Form 8-K filed May 20, 2025 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “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.”
Support: 67% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 95 asset managers below reported 8,914,809 for, 4,355,385 against, 8,003 abstained, 6 not voted.

FORAGAINST
FOR: 8,914,809AGAINST: 4,355,385ABSTAIN: 8,003NOT VOTED: 6
Largest asset managers voting on “Election of Directors: To elect eleven directors for one-year terms: Melissa Smith” at WEX Inc., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard3,121,6901 00For
JANUS INVESTMENT FUND03,060,872 00Against
Eaton Vance1,725,2200 00For
BlackRock1,263,1980 00For
Fidelity315,679478,266 00Mixed
JPMorgan500,1280 00For
Charles Schwab303,2460 00For
Dimensional284,0620 00For
Equitable61,281219,100 00Mixed
JANUS ASPEN SERIES0199,240 00Against
Jackson National87,84358,897 00Mixed
Transamerica13,640121,908 00Mixed
HOTCHKIS & WILEY FUNDS /DE/134,6800 00For
AMERICAN BEACON FUNDS111,9660 00For
Ultimus Managers Trust098,153 00Against
AIG/SunAmerica93,9470 00For
TIAA76,1830 00For
Amplify ETF Trust59,6960 00For
John Hancock58,3410 00For
AMG Funds IV052,607 00Against
NORTHERN LIGHTS FUND TRUST II49,2070 00For
Empower44,6340 00For
Columbia Threadneedle44,4220 00For
Mercer Funds043,125 00Against
Harbor Funds II34,5570 00For

Showing the 25 largest of 95 asset managers. See all 95 in the interactive database.

8. Elect Director: Nancy Altobello

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 6 wordings of this item as funds reported it.

97% Majority: yes · of votes cast

FOR 97%
FOR: 29,054,886AGAINST: 941,886
Details: description as filed, official tally, votes by 95 asset managers

Description as filed by funds: Election of Directors: To elect eleven directors for one-year terms: Nancy Altobello

WEX Inc.’s own tally for this item (“Elect Director: Nancy Altobello”): 29,054,886 for, 941,886 against, per its Form 8-K filed May 20, 2025 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “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.”
Support: 97% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 95 asset managers below reported 13,143,507 for, 126,688 against, 8,003 abstained, 6 not voted.

FOR
FOR: 13,143,507AGAINST: 126,688ABSTAIN: 8,003NOT VOTED: 6
Largest asset managers voting on “Election of Directors: To elect eleven directors for one-year terms: Nancy Altobello” at WEX Inc., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard3,121,6910 00For
JANUS INVESTMENT FUND3,060,8720 00For
Eaton Vance1,725,2200 00For
BlackRock1,263,1980 00For
Fidelity793,9450 00For
JPMorgan500,1280 00For
Charles Schwab303,2460 00For
Dimensional284,0620 00For
Equitable249,58430,797 00Mixed
JANUS ASPEN SERIES199,2400 00For
Jackson National146,7400 00For
Transamerica135,5480 00For
HOTCHKIS & WILEY FUNDS /DE/134,6800 00For
AMERICAN BEACON FUNDS111,9660 00For
Ultimus Managers Trust98,1530 00For
AIG/SunAmerica93,9470 00For
TIAA76,1830 00For
Amplify ETF Trust059,696 00Against
John Hancock58,3410 00For
AMG Funds IV52,6070 00For
NORTHERN LIGHTS FUND TRUST II49,2070 00For
Empower44,6340 00For
Columbia Threadneedle44,4220 00For
Mercer Funds43,1250 00For
Harbor Funds II34,5570 00For

Showing the 25 largest of 95 asset managers. See all 95 in the interactive database.

9. Elect Director: Shikhar Ghosh

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 6 wordings of this item as funds reported it.

95% Majority: yes · of votes cast

FOR 95%
FOR: 26,819,191AGAINST: 1,302,640
Details: description as filed, official tally, votes by 95 asset managers

Description as filed by funds: Election of Directors: To elect eleven directors for one-year terms: Shikhar Ghosh

WEX Inc.’s own tally for this item (“Elect Director: Shikhar Ghosh”): 26,819,191 for, 1,302,640 against, per its Form 8-K filed May 20, 2025 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “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.”
Support: 95% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 95 asset managers below reported 13,266,210 for, 5,521 against, 6,467 abstained, 6 not voted.

FOR
FOR: 13,266,210AGAINST: 5,521ABSTAIN: 6,467NOT VOTED: 6
Largest asset managers voting on “Election of Directors: To elect eleven directors for one-year terms: Shikhar Ghosh” at WEX Inc., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard3,121,6910 00For
JANUS INVESTMENT FUND3,060,8720 00For
Eaton Vance1,725,2200 00For
BlackRock1,263,1980 00For
Fidelity793,9450 00For
JPMorgan500,1280 00For
Charles Schwab303,2460 00For
Dimensional284,0620 00For
Equitable280,3810 00For
JANUS ASPEN SERIES199,2400 00For
Jackson National146,7400 00For
Transamerica135,5480 00For
HOTCHKIS & WILEY FUNDS /DE/134,6800 00For
AMERICAN BEACON FUNDS111,9660 00For
Ultimus Managers Trust98,1530 00For
AIG/SunAmerica93,9470 00For
TIAA76,1830 00For
Amplify ETF Trust59,6960 00For
John Hancock58,3410 00For
AMG Funds IV52,6070 00For
NORTHERN LIGHTS FUND TRUST II49,2070 00For
Empower44,6340 00For
Columbia Threadneedle44,4220 00For
Mercer Funds43,1250 00For
Harbor Funds II34,5570 00For

Showing the 25 largest of 95 asset managers. See all 95 in the interactive database.

10. Elect Director: Stephen Smith

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 6 wordings of this item as funds reported it.

99% Majority: yes · of votes cast

FOR 99%
FOR: 29,657,172AGAINST: 339,349
Details: description as filed, official tally, votes by 95 asset managers

Description as filed by funds: Election of Directors: To elect eleven directors for one-year terms: Stephen Smith

WEX Inc.’s own tally for this item (“Elect Director: Stephen Smith”): 29,657,172 for, 339,349 against, per its Form 8-K filed May 20, 2025 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “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.”
Support: 99% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 95 asset managers below reported 13,202,490 for, 67,705 against, 8,003 abstained, 6 not voted.

FOR
FOR: 13,202,490AGAINST: 67,705ABSTAIN: 8,003NOT VOTED: 6
Largest asset managers voting on “Election of Directors: To elect eleven directors for one-year terms: Stephen Smith” at WEX Inc., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard3,121,6910 00For
JANUS INVESTMENT FUND3,060,8720 00For
Eaton Vance1,725,2200 00For
BlackRock1,263,1980 00For
Fidelity793,9450 00For
JPMorgan500,1280 00For
Charles Schwab303,2460 00For
Dimensional284,0620 00For
Equitable280,3810 00For
JANUS ASPEN SERIES199,2400 00For
Jackson National146,7400 00For
Transamerica135,5480 00For
HOTCHKIS & WILEY FUNDS /DE/134,6800 00For
AMERICAN BEACON FUNDS111,9660 00For
Ultimus Managers Trust98,1530 00For
AIG/SunAmerica93,9470 00For
TIAA76,1830 00For
Amplify ETF Trust059,696 00Against
John Hancock58,3410 00For
AMG Funds IV52,6070 00For
NORTHERN LIGHTS FUND TRUST II49,2070 00For
Empower44,6340 00For
Columbia Threadneedle44,4220 00For
Mercer Funds43,1250 00For
Harbor Funds II34,5570 00For

Showing the 25 largest of 95 asset managers. See all 95 in the interactive database.

11. Elect Director: Susan Sobbott

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 6 wordings of this item as funds reported it.

99% Majority: yes · of votes cast

FOR 99%
FOR: 29,635,181AGAINST: 354,613
Details: description as filed, official tally, votes by 95 asset managers

Description as filed by funds: Election of Directors: To elect eleven directors for one-year terms: Susan Sobbott

WEX Inc.’s own tally for this item (“Elect Director: Susan Sobbott”): 29,635,181 for, 354,613 against, per its Form 8-K filed May 20, 2025 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “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.”
Support: 99% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 95 asset managers below reported 13,270,183 for, 1,548 against, 6,467 abstained, 6 not voted.

FOR
FOR: 13,270,183AGAINST: 1,548ABSTAIN: 6,467NOT VOTED: 6
Largest asset managers voting on “Election of Directors: To elect eleven directors for one-year terms: Susan Sobbott” at WEX Inc., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard3,121,6910 00For
JANUS INVESTMENT FUND3,060,8720 00For
Eaton Vance1,725,2200 00For
BlackRock1,263,1980 00For
Fidelity793,9450 00For
JPMorgan500,1280 00For
Charles Schwab303,2460 00For
Dimensional284,0620 00For
Equitable280,3810 00For
JANUS ASPEN SERIES199,2400 00For
Jackson National146,7400 00For
Transamerica135,5480 00For
HOTCHKIS & WILEY FUNDS /DE/134,6800 00For
AMERICAN BEACON FUNDS111,9660 00For
Ultimus Managers Trust98,1530 00For
AIG/SunAmerica93,9470 00For
TIAA76,1830 00For
Amplify ETF Trust59,6960 00For
John Hancock58,3410 00For
AMG Funds IV52,6070 00For
NORTHERN LIGHTS FUND TRUST II49,2070 00For
Empower44,6340 00For
Columbia Threadneedle44,4220 00For
Mercer Funds43,1250 00For
Harbor Funds II34,5570 00For

Showing the 25 largest of 95 asset managers. See all 95 in the interactive database.

12. 4. Amendment to the Company’s Amended and Restated Certificate of Incorporation to Provide for Officer Exculpation as…

Official resultSHAREHOLDER RIGHTS AND DEFENSESReported outcome: Approved

Combines 4 wordings of this item as funds reported it.

82% Approved · of votes cast

FOR 82%AGAINST
FOR: 24,647,513AGAINST: 5,343,720
Details: description as filed, official tally, votes by 95 asset managers

Description as filed by funds: TO APPROVE AN AMENDMENT TO THE COMPANY'S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO PROVIDE FOR OFFICER EXCULPATION AS PERMITTED BY DELAWARE LAW.

WEX Inc.’s own tally for this item (“4. Amendment to the Company’s Amended and Restated Certificate of Incorporation to Provide for Officer Exculpation as Permitted by Delaware Law”): 24,647,513 for, 5,343,720 against — passed, per its Form 8-K filed May 20, 2025 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “The Amendment to the Company’s Amended and Restated Certificate of Incorporation to Provide for Officer Exculpation as Permitted by Delaware Law was approved.”
Support: 82% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 95 asset managers below reported 12,327,628 for, 944,102 against, 6,467 abstained, 6 not voted.

FOR
FOR: 12,327,628AGAINST: 944,102ABSTAIN: 6,467NOT VOTED: 6
Largest asset managers voting on “TO APPROVE AN AMENDMENT TO THE COMPANY'S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO PROVIDE FOR OFFI” at WEX Inc., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard3,121,539152 00For
JANUS INVESTMENT FUND3,060,8720 00For
Eaton Vance1,725,2200 00For
BlackRock1,263,1980 00For
Fidelity759,10834,837 00For
JPMorgan0500,128 00Against
Charles Schwab303,2460 00For
Dimensional284,0620 00For
Equitable280,3810 00For
JANUS ASPEN SERIES199,2400 00For
Jackson National85,28761,453 00Mixed
Transamerica121,90813,640 00Mixed
HOTCHKIS & WILEY FUNDS /DE/134,6800 00For
AMERICAN BEACON FUNDS111,9660 00For
Ultimus Managers Trust098,153 00Against
AIG/SunAmerica93,9470 00For
TIAA76,1830 00For
Amplify ETF Trust59,6960 00For
John Hancock58,3410 00For
AMG Funds IV052,607 00Against
NORTHERN LIGHTS FUND TRUST II049,207 00Against
Empower21,89522,739 00Mixed
Columbia Threadneedle44,4220 00For
Mercer Funds043,125 00Against
Harbor Funds II34,5570 00For

Showing the 25 largest of 95 asset managers. See all 95 in the interactive database.

13. 3. The Amendment to the WEX Inc

Official resultCOMPENSATIONReported outcome: Approved

Combines 3 wordings of this item as funds reported it.

93% Approved · of votes cast

FOR 93%
FOR: 27,860,387AGAINST: 2,127,447
Details: description as filed, official tally, votes by 97 asset managers

Description as filed by funds: TO APPROVE THE WEX INC. AMENDED AND RESTATED 2019 EQUITY AND INCENTIVE PLAN TO INCREASE THE NUMBER OF SHARES ISSUABLE THEREUNDER.

WEX Inc.’s own tally for this item (“3. The Amendment to the WEX Inc”): 27,860,387 for, 2,127,447 against — passed, per its Form 8-K filed May 20, 2025 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “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.”
Support: 93% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 97 asset managers below reported 13,065,663 for, 188,041 against, 6,467 abstained, 6 not voted.

FOR
FOR: 13,065,663AGAINST: 188,041ABSTAIN: 6,467NOT VOTED: 6
Largest asset managers voting on “TO APPROVE THE WEX INC. AMENDED AND RESTATED 2019 EQUITY AND INCENTIVE PLAN TO INCREASE THE NUMBER OF SHARES I” at WEX Inc., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard3,121,6910 00For
JANUS INVESTMENT FUND3,060,8720 00For
Eaton Vance1,725,2200 00For
BlackRock1,263,1980 00For
Fidelity793,9450 00For
JPMorgan500,1280 00For
Charles Schwab303,2460 00For
Dimensional284,0620 00For
Equitable233,72446,657 00Mixed
JANUS ASPEN SERIES199,2400 00For
Jackson National146,7400 00For
Transamerica135,5480 00For
HOTCHKIS & WILEY FUNDS /DE/134,6800 00For
AMERICAN BEACON FUNDS111,9660 00For
Ultimus Managers Trust98,1530 00For
AIG/SunAmerica93,9470 00For
TIAA76,1830 00For
Amplify ETF Trust059,696 00Against
John Hancock58,3410 00For
AMG Funds IV52,6070 00For
NORTHERN LIGHTS FUND TRUST II49,2070 00For
Columbia Threadneedle44,4220 00For
Mercer Funds43,1250 00For
Harbor Funds II34,5570 00For
Brighthouse26,8180 6,4670Mixed

Showing the 25 largest of 97 asset managers. See all 97 in the interactive database.

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

Official resultFund totals may overlapSECTION 14A SAY-ON-PAY VOTESReported outcome: Approved

Combines 14 wordings of this item as funds reported it.

95% Approved · of votes cast

FOR 95%
FOR: 28,594,049AGAINST: 1,385,137
Details: description as filed, official tally, votes by 431 asset managers

Description as filed by funds: Advisory (non-binding) vote to approve the compensation of our named executive officers.

WEX Inc.’s own tally for this item (“2. A non-binding, advisory proposal on the compensation of the Company’s named executive officers”): 28,594,049 for, 1,385,137 against — passed, per its Form 8-K filed May 20, 2025 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “A non-binding, advisory proposal on the compensation of the Company’s named executive officers was approved.”
Support: 95% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Also reported under other wordings, matched to the same row of WEX Inc.’s official tally and shown with their own fund figures; their managers are not in the figures or the table on this card: “Compensation” (2 managers, Fund and manager reports combined; may count the same shares twice; no share total shown).

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports: 94 asset managers voting on “Advisory (non-binding) vote to approve the compensation of our named executive officers.” at WEX Inc., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard3,121,490201 00For
JANUS INVESTMENT FUND3,060,8720 00For
Eaton Vance1,725,2200 00For
BlackRock1,263,1980 00For
Fidelity793,9450 00For
JPMorgan0500,128 00Against
Charles Schwab303,2460 00For
Dimensional284,0620 00For
Equitable280,3810 00For
JANUS ASPEN SERIES199,2400 00For
Jackson National144,1842,556 00For
Transamerica121,90813,640 00Mixed
HOTCHKIS & WILEY FUNDS /DE/134,6800 00For
AMERICAN BEACON FUNDS111,9660 00For
Ultimus Managers Trust98,1530 00For
AIG/SunAmerica93,9470 00For
TIAA76,1830 00For
Amplify ETF Trust059,696 00Against
John Hancock58,3410 00For
AMG Funds IV52,6070 00For
NORTHERN LIGHTS FUND TRUST II49,2070 00For
Empower44,6340 00For
Columbia Threadneedle44,4220 00For
Mercer Funds43,1250 00For
Harbor Funds II34,5570 00For

Fund voting reports, all 94 managers: 12,652,726 for, 619,005 against, 6,467 abstained, 6 not voted. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports: 360 asset managers voting on “Advisory (non-binding) vote to approve the compensation of our named executive officers.” at WEX Inc., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Janus Henderson3,833,4830 00For
Impactive Capital LP2,395,2530 00For
ATLANTA CAPITAL MANAGEMENT CO L L C2,205,5060 00For
PAR CAPITAL MANAGEMENT INC1,850,5000 00For
BlackRock1,049,486187 00For
JPMorgan0895,731 00Against
LORING WOLCOTT & COOLIDGE FIDUCIARY ADVISORS LLP/MA790,4970 00For
EARNEST PARTNERS LLC720,5210 00For
Fidelity653,6680 00For
State Street565,126181 00For
LYRICAL ASSET MANAGEMENT LP516,2600 00For
River Road Asset Management, LLC500,5070 00For
GEODE CAPITAL MANAGEMENT, LLC366,9120 00For
Wellington342,9940 00For
HOTCHKIS & WILEY CAPITAL MANAGEMENT LLC325,7300 00For
Federated Hermes315,0190 00For
Sunriver Management LLC312,5760 00For
Charles Schwab305,6590 00For
PRIMECAP MANAGEMENT CO/CA/293,1900 00For
MELLON INVESTMENTS Corp277,4340 00For
ARIEL INVESTMENTS, LLC272,2500 00For
Northern Trust268,4620 00For
Neuberger Berman268,3810 00For
AMERIPRISE FINANCIAL INC185,4270 00For
Two Sigma184,3150 00For

Institutional-manager reports, all 360 managers: 21,961,573 for, 1,197,603 against, 6,571 abstained, 369 not voted. Showing the 25 largest; see all in the interactive database.

15. 5. Appointment of Deloitte & Touche, LLP as the independent registered public accounting firm for the Company for the…

Official resultAUDIT-RELATEDReported outcome: Approved

Combines 4 wordings of this item as funds reported it.

97% Approved · of votes cast

FOR 97%
FOR: 30,076,743AGAINST: 984,374
Details: description as filed, official tally, votes by 95 asset managers

Description as filed by funds: TO RATIFY THE SELECTION OF DELOITTE & TOUCHE LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2025.

WEX Inc.’s own tally for this item (“5. Appointment of Deloitte & Touche, LLP as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2025”): 30,076,743 for, 984,374 against — passed, per its Form 8-K filed May 20, 2025 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “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.”
Support: 97% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 95 asset managers below reported 13,203,976 for, 67,756 against, 6,467 abstained, 6 not voted.

FOR
FOR: 13,203,976AGAINST: 67,756ABSTAIN: 6,467NOT VOTED: 6
Largest asset managers voting on “TO RATIFY THE SELECTION OF DELOITTE & TOUCHE LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIR” at WEX Inc., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard3,121,540151 00For
JANUS INVESTMENT FUND3,060,8720 00For
Eaton Vance1,725,2200 00For
BlackRock1,263,1980 00For
Fidelity793,9450 00For
JPMorgan500,1280 00For
Charles Schwab303,2460 00For
Dimensional284,0620 00For
Equitable280,3810 00For
JANUS ASPEN SERIES199,2400 00For
Jackson National146,7400 00For
Transamerica135,5480 00For
HOTCHKIS & WILEY FUNDS /DE/134,6800 00For
AMERICAN BEACON FUNDS111,9660 00For
Ultimus Managers Trust98,1530 00For
AIG/SunAmerica93,9470 00For
TIAA76,1830 00For
Amplify ETF Trust059,696 00Against
John Hancock58,3410 00For
AMG Funds IV52,6070 00For
NORTHERN LIGHTS FUND TRUST II49,2070 00For
Empower44,6340 00For
Columbia Threadneedle44,4220 00For
Mercer Funds43,1250 00For
Harbor Funds II34,5570 00For

Showing the 25 largest of 95 asset managers. See all 95 in the interactive database.

Largest WEX Inc. shareholders voting in 2024-2025

Ranked separately for each type of Form N-PX report. An institutional manager can report shares that a fund it advises also reports, so the two tables can list the same shares and are never added together. Each is ranked by the shares voted on the item that the most managers of that type reported, shown as a share of the 34,200,000 shares outstanding at the time of that meeting.

Fund voting reports: top WEX Inc. shareholders by shares voted on “Advisory (non-binding) vote to approve the compensation of our named executive officers.”, 2024-2025
#Asset manager % of shares outstanding
1Vanguard 9.13%
2JANUS INVESTMENT FUND 8.95%
3Eaton Vance 5.04%
4BlackRock 3.69%
5Fidelity 2.32%
6JPMorgan 1.46%
7Charles Schwab 0.89%
8Dimensional 0.83%
9Equitable 0.82%
10JANUS ASPEN SERIES 0.58%
Institutional-manager reports: top WEX Inc. shareholders by shares voted on “Advisory (non-binding) vote to approve the compensation of our named executive officers.”, 2024-2025
#Asset manager % of shares outstanding
1Janus Henderson 11.21%
2Impactive Capital LP 7.00%
3ATLANTA CAPITAL MANAGEMENT CO L L C 6.45%
4PAR CAPITAL MANAGEMENT INC 5.41%
5BlackRock 3.07%
6JPMorgan 2.62%
7LORING WOLCOTT & COOLIDGE FIDUCIARY ADVISORS LLP/MA 2.31%
8EARNEST PARTNERS LLC 2.11%
9Fidelity 1.91%
10State Street 1.65%

Reported WEX Inc. holdings and ownership

As disclosed to the SEC in Form 13F (quarter-end holdings of 30 large managers), Schedules 13D and 13G (beneficial ownership above 5%) and the company’s own proxy statement (DEF 14A). Each row names its form.

WEX Inc. holdings and ownership disclosed for the 2024-2025 proxy season
Holder % outstanding Disclosure
JANUS HENDERSON GROUP PLC 11.32% 13G
BlackRock 9.57% 13F
Vanguard Group 9.48% 13F
Impactive Capital LP 7.56% DEF14A
PAR Investment Partners, L.P. 6.58% 13G
Morgan Stanley 5.89% 13G
State Street 3.41% 13F
JPMorgan Chase 3.12% 13F
FMR (Fidelity) 3.00% 13F
Geode Capital 1.90% 13F

Percentages above are of 34,200,000 shares outstanding, as reported by WEX Inc. on its Form 10-Q dated March 31, 2025 (see the filing on EDGAR). This is the count contemporaneous with the 2024-2025 meeting, not today’s. Each holding is as of its own filing, which may be dated before or after the meeting.

About this page

Every figure above is derived from filings made with the US Securities and Exchange Commission: Form N-PX, in which registered funds disclose how they voted every proxy and institutional managers disclose their votes on executive pay (say-on-pay, say-on-frequency and golden parachutes), and Form 8-K Item 5.07, in which the company reports its own meeting results. Shares outstanding are taken from WEX Inc.’s 10-Q dated March 31, 2025. This page is a static snapshot rebuilt weekly on October 18, 2026; a live search always shows the current data.

At WEX Inc.'s shareholder meeting held May 15, 2025, in the 2024-2025 proxy season, 437 asset managers reported how they voted on 15 ballot items in their SEC Form N-PX filings, covering 6,256 separate fund positions. On the most widely held item on that ballot — Advisory (non-binding) vote to approve the compensation of our named executive officers. — WEX Inc.'s filing reports the proposal as approved, with 95% support of the votes cast (FOR divided by FOR plus AGAINST, the conventional basis for proxy support; abstentions, broker non-votes and unvoted shares are excluded because none of them took a side). Source: WEX Inc.'s Form 8-K, Item 5.07, filed with the U.S. Securities and Exchange Commission on May 20, 2025.

WEX Inc. proxy season coverage: 2023-2024 · 2024-2025 (this page) · 2025-2026.

Download data (CSV): ballot items · votes by manager · column guide.