Current Report · Items 5.02, 7.01 · 8-K
WEX Inc.
WEXNYSEEQUITYCurrent
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · Regulation FD Disclosure
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On January 10, 2026, Shikhar Ghosh and Jack VanWoerkom each notified the Board of Directors (the “Board”) of WEX Inc.…
Filed Jan 12, 2026Accepted Jan 12, 2026, 6:45 AM ESTCIK 1309108Accession 0001140361-26-000891
Company context
WEX (NYSE: WEX) is the global commerce platform that simplifies the business of running a business. WEX has created a powerful ecosystem that offers seamlessly embedded, personalized solutions for its customers around the world. Through its rich data and specialized expertise in simplifying benefits, reimagining mobility, and paying and getting paid, WEX aims to make it easy for companies to overcome complexity and reach their full potential. For more information, please visit www.wexinc.com.
Current securities
Disclosure sections
Items 5.02, 7.01Select an item to read the extracted section. The as-filed document remains the primary evidence.
Item 5.02Item 5.02 - Departure/Election of Directors
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 10, 2026, Shikhar Ghosh and Jack VanWoerkom each notified the Board of Directors (the “Board”) of WEX Inc. (the “Company”) that they intend to
retire from the Board effective as of the Company’s 2026 Annual Meeting of Stockholders (the “Annual Meeting”), and will therefore not stand for re-election to the Board at the Annual Meeting. Neither Mr. Ghosh’s nor VanWoerkom’s decision to retire
was the result of any disagreement relating to the Company’s operations, policies or practices. Subsequently, the Board voted that, effective as of the Annual Meeting, the number of seats on the Board will be reduced from twelve (12) to ten (10).
The Board has determined that David Foss will assume the roles of Vice Chair and Lead Independent Director following Mr. VanWoerkom’s retirement. Mr. Foss
will receive additional compensation for his service as Lead Independent Director consistent with the Company’s non-employee director compensation program.
Item 7.01Item 7.01 - Regulation FD Disclosure
Item 7.01 Regulation FD Disclosure.
On January 12, 2026, the Company issued a press release regarding Messrs. Ghosh and
VanWoerkom’s retirement and the appointment of Mr. Foss as the Company’s new Vice Chair and Lead Independent Director, which includes a preview of the general direction of the Company’s fourth quarter results.
A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.
The information in this item, including Exhibit 99.1, is being “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended or otherwise subject to the liability of such section. Furthermore, the information in this item shall not be deemed incorporated by reference in any filing by the Company under the Securities Act of 1933, as
amended, unless specifically identified as being incorporated by reference.
Filed exhibits (1)
EX-99.1 (by filename) ef20062687_ex99-1.htmEX-99.1
2
ef20062687_ex99-1.htm
EXHIBIT 99.1
Exhibit 99.1
WEX Advances Multi-Year Board Refreshment Plan
David Foss Appointed as Vice Chair and Lead Independent Director, Effective as of the Company’s 2026 Annual Meeting of Stockholders
Shikhar Ghosh and Jack VanWoerkom to Retire from the Board of Directors
PORTLAND, Maine - January 12, 2026 - WEX (NYSE: WEX) (“WEX” or the “Company”), the global commerce platform that simplifies the business of running a business, today
announced changes to the composition and leadership of the Company’s Board of Directors (the “Board”) to further enhance the effectiveness of the Board’s oversight.
For several years, the Board has been developing and executing a plan to support thoughtful renewal and an orderly transition of independent director leadership, helping
to ensure the Board remains well positioned to oversee emerging risks and capitalize on the Company’s many opportunities to create long-term value. Reflecting input received through ongoing engagement with stockholders, the Board is advancing the
next phase of its planned evolution.
Pursuant to this plan, David Foss, former President and Chief Executive Officer of Jack Henry & …
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