Glass Lewis backs two dissident candidates for WEX board

Glass Lewis backed Lauren Taylor Wolfe and Kurt Adams for the board. It cited underperformance while urging votes against the CEO and a current director.

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Proxy advisory firm Glass Lewis has recommended that shareholders of WEX INC in the United States elect two of the three board candidates proposed by activist investor Impactive Capital. The recommendation, issued ahead of the company's annual meeting on May 5, suggests that a degree of change at the board level is necessary following periods of financial underperformance. Glass Lewis voiced support for Lauren Taylor Wolfe, the co-founder of Impactive Capital, and Kurt Adams, an executive in the technology and payments sector. Conversely, the firm urged investors to withhold support for CEO Melissa Smith and board director Stephen Smith. While Impactive Capital is seeking to replace Melissa Smith on the board, the hedge fund is not currently calling for her removal from the chief executive role. The ongoing proxy contest has emerged as one of the most contentious boardroom battles of the year. Impactive Capital has criticized the company's lagging share price and argued that executive compensation is excessive. The activist investor also raised concerns regarding the board's governance record. In its report, Glass Lewis noted that while the company has taken some steps to refresh its board, the level of investor dissatisfaction remains significant. > Taken together, these factors support the conclusion that a degree of board-level change is warranted. The advisory firm further clarified its position, stating that while some change is needed, the evidence does not yet support a more extensive reconstitution of the board at this stage. Efforts to reach a settlement between the company and Impactive Capital have been unsuccessful thus far. Impactive Capital had previously proposed the appointment of a principal from its firm and a second dissident nominee, alongside a proposal to separate the roles of board chair and CEO. Investors are now awaiting a report from Institutional Shareholder Services, the larger rival to Glass Lewis, which is expected to be released shortly. Recommendations from these two firms are often pivotal in determining the outcome of contested director elections, as many institutional investors rely on their analysis to guide their voting decisions.

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