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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)			May 11, 2023

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

At the annual meeting of stockholders of WEX Inc. (the "Company") held on May 11, 2023, the Company’s stockholders voted on the following proposals:

1. The following nominees were elected to the Company’s Board of Directors as directors for terms expiring at the 2024 annual meeting of stockholders.

Daniel Callahan

For: 39,573,813

Against: 55,105

Abstain: 20,273

Shikhar Ghosh

For: 38,231,931

Against: 1,397,081

Abstain: 20,179

James Groch

For: 39,580,189

Against: 48,803

Abstain: 20,199

James (Jim) Neary

For: 39,566,760

Against: 62,247

Abstain: 20,184

Melissa Smith

For: 38,626,493

Against: 995,129

Abstain: 27,569

Stephen Smith

For: 39,129,094

Against: 499,881

Abstain: 20,216

Susan Sobbott

For: 38,703,398

Against: 925,823

Abstain: 19,970

Regina Sommer

For: 38,980,522

Against: 648,687

Abstain: 19,982

Following the 2023 annual meeting, Jack VanWoerkom, Derrick Roman and Nancy Altobello, having terms expiring in 2024, continued in office.

2. A non-binding, advisory proposal on the compensation of the Company’s named executive officers was approved.

For: 37,884,877

Against: 1,742,231

Abstain: 22,082

3. The shareholders recommended, in a non-binding, advisory vote, that future advisory votes on the compensation of the Company’s named executive officers be held every year.

Every 1 Year: 39,023,421

Every 2 Years: 4,568

Every 3 Years: 610,039

Abstain: 11,163

After taking into consideration the foregoing voting results and the Board’s prior recommendation in favor of an annual advisory shareholder vote on the compensation of the Company’s named executive officers, the Board intends to hold future advisory votes on the compensation of the Company’s named executive officers every year.

4. The appointment of Deloitte & Touche, LLP as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2023 was ratified.

For: 39,220,892

Against: 408,775

Abstain: 19,524

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: May 16, 2023                WEX Inc.

By:     /s/ Hilary Rapkin        

Name:    Hilary Rapkin

Title:    Chief Legal Officer and Corporate Secretary