WEX Inc. 8-K

What Happened

• WEX Inc. announced on Jan. 10, 2026 that directors Shikhar Ghosh and Jack VanWoerkom will retire from the Board effective at the Company’s 2026 Annual Meeting and will not stand for re-election. Their retirements were not due to any disagreement with the Company’s operations, policies or practices.
• The Board voted that, effective at the Annual Meeting, the number of Board seats will be reduced from 12 to 10. The Board also designated David Foss to assume the roles of Vice Chair and Lead Independent Director following VanWoerkom’s retirement. Foss will receive additional compensation for his Lead Independent Director duties consistent with the Company’s non-employee director compensation program.
• On Jan. 12, 2026 WEX issued a press release (furnished as Exhibit 99.1) announcing these changes and providing a preview of the general direction of the Company’s fourth-quarter results.

Key Details

• Date of notices: Jan. 10, 2026; press release: Jan. 12, 2026.
• Board size change: from 12 seats to 10 seats effective at the 2026 Annual Meeting.
• Leadership change: David Foss named Vice Chair and Lead Independent Director; additional director compensation to be paid.
• Filing note: the press release is furnished (not “filed”) on Form 8-K and includes a preview of Q4 quarterly results.

Why It Matters

• Changes to board composition and leadership affect corporate governance and oversight; appointment of a Lead Independent Director consolidates independent board leadership responsibilities.
• Reducing board size and replacing two directors can alter board dynamics and committee membership ahead of the Annual Meeting—items investors may review in upcoming proxy materials.
• The furnished press release includes a preview of Q4 results, so investors should watch for the formal quarterly earnings release and any updated revenue or earnings guidance.