Proxy advisory firm Glass Lewis has backed two of three board nominees proposed by activist investor Impactive Capital in its proxy fight with WEX Inc. The recommendation supports the election of Impactive's co-founder Lauren Taylor Wolfe and executive Kurt Adams. Glass Lewis also urged shareholders to withhold votes from WEX CEO Melissa Smith and director Stephen Smith, supporting the activist's push to separate the Chair and CEO roles.
Proxy advisory firm Glass Lewis recommended WEX Inc. shareholders elect two of three director candidates nominated by activist investor Impactive Capital, adding significant weight to the hedge fund's campaign to reshape the payments company's board.
"We appreciate Glass Lewis' recognition of the merits of our case for change," Impactive Capital, which holds an approximate 4.9% stake in WEX, said in a statement. "WEX's persistent underperformance, poor capital allocation, and insufficient Board oversight demand new voices in the boardroom."
The advisory firm backed the election of Impactive co-founder Lauren Taylor Wolfe and technology executive Kurt Adams. Crucially, it also recommended shareholders withhold votes from WEX Chair and CEO Melissa Smith and Compensation Committee Chair Stephen Smith, directly supporting a key demand from the activist to separate the two leadership roles.
The recommendation from a major proxy adviser often influences how institutional investors vote their shares and significantly increases the likelihood of a board shake-up. The two sides have so far failed to reach a settlement in what has become one of the year's most bitter boardroom battles, with shareholders set to vote at the company's annual meeting on May 5.
Impactive has criticized WEX for what it calls a lagging share price, excessive CEO pay, and poor governance under Melissa Smith's leadership. While the activist is pushing to remove Smith from the board of directors, it is not seeking her removal as the company's CEO.
According to the Glass Lewis report, Impactive has "articulated a credible case for enhanced oversight." The report noted that while the company has taken some steps to refresh its board, the level of shareholder dissent at the 2025 annual meeting—where over 30% of votes were cast against Melissa Smith's re-election—justifies a degree of board-level change.
The recommendation puts pressure on WEX to reconsider a settlement. Efforts to avoid a shareholder vote have so far failed, with Glass Lewis noting that WEX has been unwilling to appoint an Impactive principal to the board. Investors now await a report from Glass Lewis's larger rival, Institutional Shareholder Services (ISS), for further guidance.
The outcome of the May 5 vote will determine the board's composition and could lead to significant shifts in WEX's corporate strategy and governance. A win for Impactive would signal strong shareholder desire for a new direction and increased accountability from leadership.
This article is for informational purposes only and does not constitute investment advice.
