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WEX > SEC Filings for WEX > Form 8-K on 23-May-2013All Recent SEC Filings

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Form 8-K for WEX INC.


Amendment or Waiver to Code of Ethics, Submission of Matters to a Vote of Security Holde

Item 5.05 Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics.

On May 17, 2013, the Board of Directors of WEX Inc. (the "Company" or "WEX") adopted a Code of Business Conduct and Ethics for the Company (the "Updated Code"), which will apply to all directors, officers, including the principal executive officer, principal financial officer and principal accounting officer, and employees of the Company and will supersede and replace the Company's prior Employee Code of Business Conduct and Ethics, Code of Business Conduct and Ethics for Directors, and Code of Ethics for Chief Executive and Senior Financial Officers, in their entirety. The Updated Code has been posted to the Company's investor relations page on the Company's internet website at, on the Corporate Governance page. The Updated Code clarifies, and provides more detailed explanations of, the standards of conduct that are expected of the Company's directors, officers and employees. The Updated Code will also be published in both English and Brazilian Portuguese to serve the languages of countries in which the Company operates. Finally, the Updated Code reflects an updated format which uses greater comprehension aids including "Q&As," examples and directions to obtain further information.

Item 5.07 Submission of Matters to a Vote of Security Holders.

At the annual meeting of shareholders of WEX Inc. (the "Company") held on May 17, 2013 (the "2013 Annual Meeting"), the Company's shareholders voted on the following proposals:

1. The following nominees were elected to the Company's Board of Directors as Class II directors for terms expiring at the 2016 annual meeting of shareholders.

Shikhar Ghosh
For: 33,063,043
Withheld: 1,660,269
Broker Non-Votes: 1,060,613

Kirk Pond
For: 33,262,407
Withheld: 1,460,905
Broker Non-Votes: 1,060,613

Following the annual meeting, Rowland T. Moriarty, Ronald T. Maheu and Michael E. Dubyak, having terms expiring in 2014, and Regina O. Sommer, George L. McTavish and Jack VanWoerkom, having terms expiring in 2015, continued in office.

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

For: 34,003,968
Against: 692,583
Abstain: 26,761
Broker Non-Votes: 1,060,613

3. The appointment of Deloitte & Touche, LLP as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2013 was ratified.

For: 35,304,110
Against: 459,048
Abstain: 20,767

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