UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(RULE 14a-101)
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934 (Amendment No. ___)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(RULE 14a-101)
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934 (Amendment No. ___)
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WEX INC.
(Name of Registrant as Specified in its Charter)
(Name of Registrant as Specified in its Charter)
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WEX INC.
Supplement to Proxy Statement
ANNUAL MEETING OF STOCKHOLDERS
May 9, 2019
May 7, 2019
We are furnishing this additional information to supplement and correct certain information included in the Proxy Statement distributed in connection with the solicitation of proxies on behalf of the Board of WEX Inc. for our annual meeting of shareholders on May 9, 2019, or any adjournment or postponements thereof.
In the Summary Compensation Table appearing on page 37 of the Proxy Statement, the Total compensation for Roberto Simon, our Chief Financial Officer, was overstated. The correct Total, which is the sum of the components otherwise reported in the Summary Compensation Table, is $2,232,622 (not $4,037,885).
A corrected copy of the full Summary Compensation Table follows:
2018 SUMMARY COMPENSATION TABLE
Name and Principal Position | Year | Salary ($)(1) | Bonus ($) | Stock Awards ($)(2) | Option Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(4) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(5) | All Other Compensation ($)(6) | Total ($) | |||||||||||||||||||||||||
Melissa Smith | 2018 | $ | 729,615 | $ | — | $ | 2,699,878 | $ | 899,992 | $ | 1,212,474 | $ | — | $ | 88,758 | $ | 5,630,717 | |||||||||||||||||
President and Chief Executive Officer | 2017 | $ | 700,000 | $ | — | $ | 3,046,384 | $ | 5,824,970 | $ | 1,168,440 | $ | 22,238 | $ | 85,574 | $ | 10,847,606 | |||||||||||||||||
2016 | $ | 674,039 | $ | — | $ | 1,895,106 | $ | 631,727 | $ | 965,791 | $ | 4,383 | $ | 39,961 | $ | 4,211,007 | ||||||||||||||||||
Roberto Simon | 2018 | $ | 500,000 | $ | — | $ | 999,697 | $ | 249,978 | $ | 445,125 | $ | — | $ | 37,822 | $ | 2,232,622 | |||||||||||||||||
Chief Financial Officer | 2017 | $ | 500,000 | $ | — | $ | 1,345,879 | $ | 2,779,971 | $ | 521,625 | $ | — | $ | 39,036 | $ | 5,186,511 | |||||||||||||||||
2016 | $ | 423,077 | $ | — | $ | 2,049,892 | $ | 199,989 | $ | 408,803 | $ | — | $ | 405,976 | $ | 3,487,737 | ||||||||||||||||||
Scott Phillips | 2018 | $ | 475,000 | $ | — | $ | 999,697 | $ | 249,978 | $ | 359,100 | $ | — | $ | 35,580 | $ | 2,119,355 | |||||||||||||||||
President, Global | 2017 | $ | 405,769 | $ | — | $ | 799,929 | $ | 2,199,967 | $ | 1,752,237 | $ | — | $ | 26,346 | $ | 5,184,248 | |||||||||||||||||
2016 | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | ||||||||||||||||||
Melanie Tinto | 2018 | $ | 302,885 | $250,000 | $ | 1,059,508 | $ | 89,974 | $ | 215,714 | $ | — | $ | 137,160 | $ | 2,055,241 | ||||||||||||||||||
Chief Human Resources Officer | 2017 | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | |||||||||||||||||
2016 | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | ||||||||||||||||||
Jeffrey Young | 2018 | $ | 450,000 | $ | — | $ | 479,912 | $ | 119,965 | $ | 369,338 | $ | — | $ | 14,000 | $ | 1,433,215 | |||||||||||||||||
President, Health | 2017 | $ | 450,000 | $ | — | $ | 456,323 | $ | 1,599,960 | $ | 459,788 | $ | — | $ | 13,500 | $ | 2,979,571 | |||||||||||||||||
2016 | $ | 432,693 | $ | — | $ | 1,199,920 | $ | 49,978 | $ | 364,212 | $ | — | $ | 13,500 | $ | 2,060,303 | ||||||||||||||||||
(1) | Includes amounts that may be contributed by each named executive officer on a pre-tax basis to the Company’s 401(k) plan, 2017 EDCP (for 2018) and 2005 EDCP (for 2016 and 2017). |
(2) | The amounts shown in this column represent the aggregate grant date fair value of stock awards made during 2018, 2017, and 2016, respectively, calculated in accordance with FASB ASC Topic 718, assuming performance at target. Assumptions used in the calculation of these amounts are included in the Company’s audited financial statements for the fiscal years ended December 31, 2018, 2017, and 2016, included in the Company’s Annual Reports on Form 10-K filed with the Securities and Exchange Commission on March 18, 2019, March 1, 2018, and March 6, 2017, respectively. For PSUs, these amounts reflect the grant date fair value of such awards based upon the probable outcome at the time of grant. The value of the 2018 PSU awards at the grant date assuming that the highest level of performance conditions were achieved would be $4,319,995, $1,499,704, $1,499,704, $1,339,575, and $719,947 for Ms. Smith, Mr. Simon, Mr. Phillips, Ms. Tinto and Mr. Young, respectively. The value of the 2017 PSU awards at the grant date assuming that the highest level of performance conditions were achieved would be $3,959,973, $1,679,830, $1,199,998, and $599,894 for Ms. Smith, Mr. Simon, Mr. Phillips, and Mr. Young respectively. The value of the 2016 PSU awards at the grant date assuming that the highest level of performance conditions were achieved would be $3,032,262, $1,199,997, and $2,299,942 for Ms. Smith, Mr. Simon, and Mr. Young, respectively. |
(3) | The amounts shown in this column represent the aggregate grant date fair value of option awards made during 2018, 2017 and 2016, respectively, calculated in accordance with FASB ASC Topic 718. Assumptions used in the calculation of these amounts are included in the Company’s audited financial statements for the fiscal years ended December 31, 2018, 2017 and 2016, included in the Company’s Annual Reports on Form 10-K filed with the Securities and Exchange Commission on March 18, 2019, March 1, 2018, and March 6, 2017, respectively. |
(4) | The amounts shown reflect the cash incentive awarded in March 2019 for 2018 STIP results, March 2018 for 2017 STIP results, and March 2017 for 2016 STIP results, respectively, and include amounts contributed by each named executive officer on a pre-tax basis to the Company’s 2017 EDCP (for 2018 STIP results) and 2005 EDCP (for 2017 and 2016 STIP results). For Mr. Phillips, the amount shown in 2017 also reflects a payment of $1,488,000, relating to the EFS performance incentive plan. |
(5) | The amounts shown reflect SERP earnings. |
(6) | The following table describes the elements that are represented in the “All Other Compensation” column for the 2018 Summary Compensation Table: |
ALL OTHER COMPENSATION
Name | 401(k) or Other Retirement Plan Employer Match ($) | EDCP Employer Match ($)(1) | Other ($) | Total ($) | ||||||||||||
Melissa Smith | $ | 16,010 | $ | 72,748 | $ | — | $ | 88,758 | ||||||||
Roberto Simon | $ | 11,115 | $ | 26,707 | $ | — | $ | 37,822 | ||||||||
Scott Phillips | $ | 14,034 | $ | 21,546 | $ | — | $ | 35,580 | ||||||||
Melanie Tinto | $ | — | $ | — | $ | 137,160 | (2) | $ | 137,160 | |||||||
Jeffrey Young | $ | 14,000 | $ | — | $ | — | $ | 14,000 |
(1) | The amounts reflect the Company’s contributions to the executive officer under the 2017 EDCP which were earned in 2018 and made in 2019. |
(2) | Represents Ms. Tinto’s relocation expenses paid at the time she joined WEX. |