Filing Details
- Accession Number:
- 0000921895-25-001245
- Form Type:
- 13D Filing
- Publication Date:
- 2025-05-01 20:00:00
- Filed By:
- Impactive Capital
- Company:
- Wex Inc. (NYSE:WEX)
- Filing Date:
- 2025-05-02
- SEC Url:
- 13D Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Impactive Capital LP | 0 | 2,395,253 | 0 | 2,395,253 | 2,395,253 | 7.0% |
| Impactive Capital LLC | 0 | 2,395,253 | 0 | 2,395,253 | 2,395,253 | 7.0% |
| Wolfe Lauren Taylor | 0 | 2,395,253 | 0 | 2,395,253 | 2,395,253 | 7.0% |
| Asmar Christian | 0 | 2,395,253 | 0 | 2,395,253 | 2,395,253 | 7.0% |
Filing
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
|
WEX Inc. (Name of Issuer) |
Common Stock, $0.01 par value per share (Title of Class of Securities) |
96208T104 (CUSIP Number) |
CHRISTIAN ASMAR IMPACTIVE CAPITAL LP, 450 West 14th Street, 12th Floor New York, NY, 10014 212-218-8810 LAUREN TAYLOR WOLFE IMPACTIVE CAPITAL LP, 450 West 14th Street, 12th Floor New York, NY, 10014 212-218-8810 ANDREW FREEDMAN, ESQ. OLSHAN FROME WOLOSKY LLP, 1325 Avenue of the Americas New York, NY, 10019 212-451-2300 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
05/02/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
|
| CUSIP No. | 96208T104 |
| 1 |
Name of reporting person
Impactive Capital LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,395,253.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
7.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IA, PN |
SCHEDULE 13D
|
| CUSIP No. | 96208T104 |
| 1 |
Name of reporting person
Impactive Capital LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,395,253.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
7.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. | 96208T104 |
| 1 |
Name of reporting person
Wolfe Lauren Taylor | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,395,253.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
7.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| CUSIP No. | 96208T104 |
| 1 |
Name of reporting person
Asmar Christian | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,395,253.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
7.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, $0.01 par value per share |
| (b) | Name of Issuer:
WEX Inc. |
| (c) | Address of Issuer's Principal Executive Offices:
1 HANCOCK STREET, PORTLAND,
MAINE
, 04101. |
| Item 3. | Source and Amount of Funds or Other Consideration |
Item 3 is hereby amended and restated as follows:
The 2,395,253 Shares beneficially owned by the Impactive Funds were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases. The aggregate purchase price of the 2,395,253 Shares beneficially owned by the Impactive Funds is approximately $392,490,195, including brokerage commissions. | |
| Item 4. | Purpose of Transaction |
Item 4 is hereby amended to add the following:
On May 2, 2025, Impactive Capital issued an open letter to the Issuer's shareholders (the "Open Letter"), announcing its intention to vote against three Board members--Jack VanWoerkom, Melissa Smith, and James Neary--at the Issuer's upcoming 2025 annual meeting of shareholders to send a message that meaningful change at the Issuer is necessary. In the Open Letter, Impactive Capital indicated its disappointment that the Board and management have failed to respond to its request for Board representation and refused to act with sufficient urgency to address the ongoing issues at the Issuer. Impactive Capital also expressed its belief that with the right change and improved shareholder alignment, the Issuer can deliver significant value to all stakeholders. Impactive Capital concluded the Open Letter by stating that if the Board continues to rebuff its constructive suggestions, then it must reserve its rights to take any action it believes necessary to protect shareholder interests, including nominating directors for next year's 2026 annual meeting of shareholders. A copy of the Open Letter is attached hereto as Exhibit 99.1 and is incorporated herein by reference. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | Item 5(a) is hereby amended and restated as follows:
The aggregate percentage of Shares reported owned by each person named herein is based upon 34,244,491 Shares outstanding as of April 3, 2025, which is the total number of Shares outstanding as reported in the Issuer's Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 17, 2025.
A. Impactive Capital
As of the date hereof, Impactive Capital beneficially owned 2,395,253 Shares held by the Impactive Funds.
Percentage: Approximately 7.0%
B. Impactive Capital GP
As the general partner of Impactive Capital, Impactive Capital GP may be deemed to beneficially own the 2,395,253 Shares held by the Impactive Funds.
Percentage: Approximately 7.0%
C. Ms. Taylor Wolfe and Mr. Asmar
Each of Ms. Taylor Wolfe and Mr. Asmar, as Managing Members of Impactive Capital GP, may be deemed to beneficially own the 2,395,253 Shares held by the Impactive Funds.
Percentage: Approximately 7.0% |
| (b) | Item 5(b) is hereby amended and restated as follows:
A. Impactive Capital
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 2,395,253
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 2,395,253
B. Impactive Capital GP
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 2,395,253
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 2,395,253
C. Ms. Taylor Wolfe and Mr. Asmar
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 2,395,253
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 2,395,253 |
| (c) | Item 5(c) is hereby amended and restated as follows:
A. Impactive Capital
The transactions in the Shares by Impactive Capital through the Impactive Funds since the filing of Amendment No. 1 to the Schedule 13D are set forth in Exhibit 1 and are incorporated herein by reference.
B. Impactive Capital GP
Impactive Capital GP has not entered into any transactions in the Shares since the filing of Amendment No. 1 to the Schedule 13D. The transactions in the Shares by Impactive Capital through the Impactive Funds since the filing of Amendment No. 1 to the Schedule 13D are set forth in Exhibit 1 and are incorporated herein by reference.
C. Ms. Taylor Wolfe and Mr. Asmar
Each of Ms. Taylor Wolfe and Mr. Asmar have not entered into any transactions in the Shares since the filing of Amendment No. 1 to the Schedule 13D. The transactions in the Shares by Impactive Capital through the Impactive Funds since the filing of Amendment No. 1 to the Schedule 13D are set forth in Exhibit 1 and are incorporated herein by reference. |
| Item 7. | Material to be Filed as Exhibits. |
Item 7 is hereby amended to add the following exhibits:
1 - Transactions in Securities
99. 1 - Open Letter, dated May 2, 2025 |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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