Glass Lewis recommends WEX investors elect two dissident board candidates (updated)
21/04/2026 22:34
Glass Lewis backs two Impactive Capital nominees for WEX board Impactive criticizes WEX CEO Melissa Smith WEX disputes Glass Lewis analysis Adds comments from WEX and Impactive in paragraphs 8,10 By Svea Herbst-Bayliss NEW YORK, April 21 (Reuters) - Proxy advisory firm Glass Lewis on Tuesday recommended that WEX WEX.N shareholders elect two of the three candidates proposed by activist investor Impactive Capital in this year's proxy fight, arguing a "degree of board-level change is warranted." Glass Lewis backed the co-founder of hedge fund Impactive Capital, Lauren Taylor Wolfe, and technology and payments executive Kurt Adams for election and urged investors to withhold votes from WEX CEO Melissa Smith and board director Stephen Smith (who is not related to the CEO). Shareholders will vote next month unless the two sides settle the fight, one of the year's most bitter and hotly contested boardroom battles, before the May 5 annual meeting. The hedge fund blames Melissa Smith for the company's lagging share price, says her pay is too high, and considers the board's governance record poor. Glass Lewis argues that Impactive has identified a period of underperformance at the information management services company and that last year's votes at the annual meeting suggest mounting investor concern with directors, including the CEO. But it also credits the company with having taken steps, including refreshing the board, to try to improve matters. "Taken together, these factors support the conclusion that a degree of board-level change is warranted. However, they do not clearly support the need for a more extensive reconstitution of the board at this stage," said the report, which was seen by Reuters. Glass Lewis' bigger rival, Institutional Shareholder Services, is expected to release its report soon. Investors often rely on recommendations from these two firms to guide their votes on hot-button topics like who should serve on a board. A representative for WEX said the recommendations "rest on thin analysis that fails to acknowledge or address WEX’s robust (return on invested capital), improving margins, accelerating growth, and significant (total shareholder return) outperformance in the last year." Impactive wants shareholders to replace long-serving CEO Smith on its board of directors but is not pushing for her to be removed from her position as CEO. A representative for Impactive said "Glass Lewis’ report is unequivocal: WEX’s persistent underperformance, poor capital allocation, and insufficient Board oversight demand new voices in the boardroom - directors aligned with shareholders and accountable for results." Efforts to settle the fight have so far failed. Impactive proposed that WEX appoint an Impactive principal and a second dissident nominee and also raised separating the chair and CEO roles on the board, according to the Glass Lewis report. WEX remained unwilling to appoint an Impactive principal, Glass Lewis wrote. (Reporting by Svea Herbst-Bayliss in New York; Editing by Franklin Paul, Matthew Lewis and Chris Reese) ((svea.herbst@thomsonreuters.com; +617 233 2138; Reuters Messaging: svea.herbst.thomsonreuters.com@reuters.net/))