WEX Inc. Files 8-K: Material Agreement & Shareholder Vote

TL;DR

WEX filed an 8-K for a new deal and shareholder vote. Big moves ahead.

AI Summary

On May 9, 2024, WEX Inc. entered into a Material Definitive Agreement related to a financial obligation. The company also submitted matters to a vote of its security holders. This filing includes financial statements and exhibits.

Why It Matters

This filing indicates significant corporate actions by WEX Inc., including a new definitive agreement and a shareholder vote, which could impact the company's financial obligations and strategic direction.

Risk Assessment

Risk Level: medium — The filing involves a material definitive agreement and a submission to a vote of security holders, suggesting potentially significant corporate actions that could carry inherent risks.

Key Players & Entities

• WEX Inc. (company) — Registrant
• May 9, 2024 (date) — Date of earliest event reported
• 1 Hancock Street, Portland, Maine 04101 (address) — Principal executive offices
• 207) 733-8171 (phone_number) — Registrant's telephone number

FAQ

Key Financial Figures

• $0.01 — ange on which registered Common Stock, $0.01 par value WEX New York Stock Exchange
• $1.43 billion — ompany's revolving credit facility from $1.43 billion to $1.6 billion and (iii) increases the
• $1.6 billion — g credit facility from $1.43 billion to $1.6 billion and (iii) increases the size of the Com
• $844 million — any's tranche A term loan facility from $844 million to $900 million. The Fifth Amendment al
• $900 million — term loan facility from $844 million to $900 million. The Fifth Amendment also amends certai

Filing Documents

• wex-20240509.htm (8-K) — 44KB
• exhibit101wex-fifthamendme.htm (EX-10.1) — 2167KB
• wex-20240509_g1.jpg (GRAPHIC) — 4KB
• 0001628280-24-023337.txt ( ) — 2665KB
• wex-20240509.xsd (EX-101.SCH) — 2KB
• wex-20240509_lab.xml (EX-101.LAB) — 21KB
• wex-20240509_pre.xml (EX-101.PRE) — 12KB
• wex-20240509_htm.xml (XML) — 3KB

01 Entry Into a Material Definitive Agreement

Item 1.01 Entry Into a Material Definitive Agreement. On May 10, 2024, WEX Inc. (the "Company") and certain of its subsidiaries entered into the Fifth Amendment to Amended and Restated Credit Agreement (the "Fifth Amendment"), which amends that certain Amended and Restated Credit Agreement, dated as of April 1, 2021, by and among the Company and certain of its subsidiaries identified therein, the lenders party thereto from time to time, and Bank of America, N.A., as administrative agent on behalf of the lenders (as amended by the First Amendment to Amended and Restated Credit Agreement dated April 24, 2023, the Second Amendment to Amended and Restated Credit Agreement dated August 10, 2023, the Third Amendment to Amended and Restated Credit Agreement dated September 26, 2023, the Fourth Amendment to Amended and Restated Credit Agreement dated January 22, 2024, and as otherwise amended, restated, amended and restated, supplemented or otherwise modified prior to May 10, 2024, the "Existing Credit Agreement" and, as amended by the Fifth Amendment, the "Amended Credit Agreement"). The Fifth Amendment (i) extends the maturity date of the Company's revolving credit facility and tranche A term loans from April 1, 2026 to May 10, 2029, (ii) increases commitments under the Company's revolving credit facility from $1.43 billion to $1.6 billion and (iii) increases the size of the Company's tranche A term loan facility from $844 million to $900 million. The Fifth Amendment also amends certain additional terms of the Existing Credit Agreement, including without limitation, by (x) repricing the applicable interest margin for the tranche A term loan facility and the revolving credit facility to be (1) to the extent the Company's consolidated leverage ratio is equal to, or less than 3.00 to 1.00, 1.50% for SOFR loans and 0.50% for base rate loans, (2) to the extent the Company's consolidated leverage ratio is greater than 3.00 to 1.00 but less than or equal to 3.50 to 1.00, 1.75

07 Submission of Matters to a Vote of Security Holders

Item 5.07 Submission of Matters to a Vote of Security Holders. At the annual meeting of stockholders of the Company held on May 9, 2024, the Company's stockholders voted on the following proposals: 1. The following nominees were elected to the Company's Board of Directors as directors each for a one-year term, expiring at the Company's 2025 annual meeting of stockholders, and until their respective successors are elected and qualified. Nancy Altobello For: 36,728,777 Against: 1,035,668 Abstain: 21,735 Broker Non-Votes: 0 Daniel Callahan For: 37,728,041 Against: 37,841 Abstain: 20,298 Broker Non-Votes: 0 Aimee Cardwell For: 37,761,319 Against: 4,877 Abstain: 19,984 Broker Non-votes: 0 Shikhar Ghosh For: 37,134,910 Against: 633,147 Abstain: 18,123 Broker Non-Votes: 0 James Groch For: 37,731,807 Against: 34,188 Abstain: 20,185 Broker Non-Votes: 0 James (Jim) Neary For: 37,726,726 Against: 41,407 Abstain: 18,047 Broker Non-Votes: 0 Derrick Roman: For: 37,731,242 Against, 34,665 Abstain: 20,273 Broker Non-Votes: 0 Melissa Smith For: 36,934,729 Against: 828,267 Abstain: 23,184 Broker Non-Votes: 0 Stephen Smith For: 37,333,277 Against: 432,692 Abstain: 20,211 Broker Non-Votes: 0 Susan Sobbott For: 36,774,720 Against: 991,413 Abstain: 20,047 Broker Non-Votes: 0 Jack VanWoerkom For: 36,114,492 Against: 1,651,078 Abstain: 20,610 Broker Non-Votes: 0 2. A non-binding, advisory proposal on the compensation of the Company's named executive officers was approved. For: 37,012,270 Against: 751,625 Abstain: 22,285 Broker Non-Votes: 0 3. The appointment of Deloitte & Touche, LLP as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2024 was ratified. For: 37,198,673 Against: 567,697 Abstain: 19,810

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (c) See attached Exhibit Index. EXHIBIT INDEX Exhibit No. Description 10.1 Fifth Amendment to Amended and Restated Credit Agreement, dated May 10, 2024.* 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) *Certain exhibits and schedules have been omitted in accordance with Regulation S-K Item 601(a)(5). The Company agrees to furnish to the SEC a copy of any omitted exhibits or schedules upon request of the SEC. SIGNATURE 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. WEX INC. Date: May 14, 2024 By: /s/ Jagtar Narula Jagtar Narula Chief Financial Officer

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View this 8-K filing on SEC EDGAR