8-K

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549
FORM 8-KCURRENT REPORTPursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) December 20, 2018 (December 14, 2018)

WEX INC.

(Exact name of registrant as specified in its charter)

Delaware	001-32426	01-0526993
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

97 Darling Avenue, South Portland, ME	04106
Address of principal executive offices	Zip Code

Registrant's telephone number, including area code (207) 773-8171

(Former name or former address if changes since last report)

☐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))

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.  ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 14, 2018, the Board of Directors of WEX Inc. (the “Board” and “Company,” respectively) voted to elect Susan Sobbott as a Class III Director, to serve until the 2020 Annual Meeting of Stockholders. The Board appointed Ms. Sobbott to the Audit and Compensation Committees of the Board.

The Board has determined that Ms. Sobbott is an independent director under applicable NYSE requirements and the Company’s Corporate Governance Guidelines.

There is no arrangement or understanding between Ms. Sobbott and any other person pursuant to which she was selected to become a member of the Board. There are no related person transactions (as defined in Item 404(a) of Regulation S-K) between Ms. Sobbott and the Company or any subsidiary of the Company.

Ms. Sobbott will receive compensation for her service as a non-employee director as described in the Company’s Non-Employee Director Compensation Plan, which was filed as Exhibit 10.1 to the Company’s Current Report on Form 10-Q filed with the SEC on November 8, 2017, and is incorporated herein by reference. As part of such compensation, Ms. Sobbott will be granted a number of restricted stock units (“RSUs”) worth the equivalent of $50,000 at the then current stock price on the date of the 2019 annual meeting of stockholders. Such RSUs will vest in full on the first anniversary of the date of grant. Ms. Sobbott will enter into the Company’s standard form of director indemnification agreement, which was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on June 8, 2009, and is incorporated herein by reference.

Ms. Sobbott is 54 years old. Prior to her retirement in February 2018, Ms. Sobbott was an officer at the American Express Company, a multinational financial services company. At the American Express Company, Ms. Sobbott served from December 2015 to February 2018 as the President of Global Commercial Services, a multibillion-dollar global division of the American Express Company. From January 2014 to November 2015, she was President of Global Corporate Payments. From 2004 to January 2014, she was President and General Manager of American Express OPEN, a multibillion-dollar business unit within American Express Company serving small businesses. Ms. Sobbott also served as a member of the Business Operating Committee, a group of senior leaders at American Express Company working with the Chief Executive Officer to develop strategic direction. Ms. Sobbott sits on the board of directors of The Children’s Place, Inc., a publicly-traded children’s specialty apparel retailer. She is also on the board of directors of Red Ventures, a privately held digital marketing provider for many of the world’s biggest consumer brands. Ms. Sobbott received an MBA from The Darden School of Business, University of Virginia and a bachelor’s degree from Georgetown University.

A copy of the news release announcing the appointment of Ms. Sobbott as a director of the Company is attached to this Current Report on Form 8-K as Exhibit 99.1.

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:	December 20, 2018	By:	/s/ Gregory A. Wiessner
			Gregory A. Wiessner
			Vice President, Corporate Securities Counsel

EX-99.1

Exhibit 99.1

WEX Inc. Appoints Susan Sobbott to Board of Directors

SOUTH PORTLAND, Maine--(BUSINESS WIRE)--December 20, 2018--WEX Inc. (NYSE: WEX), a leading provider of corporate payment solutions, today announced that Susan Sobbott, a respected veteran of the global payments space, has been appointed to its board of directors. Ms. Sobbott spent in excess of 25 years at the helm of multiple divisions at American Express, growing business lines across the global organization during times of significant transformation. Most recently, Ms. Sobbott was the President of Global Commercial Services, addressing the needs of businesses ranging from small businesses to enterprise level corporations worldwide. She helped build the multibillion-dollar B2B global payment solutions business, transforming it into one of American Express’s largest segments and one of its most promising drivers of future growth.

“Susan has deep domain expertise and a remarkable track record of growth in the corporate payments space,” said Michael Dubyak, Chairman at WEX. “We look forward to leveraging her strategic knowledge of technology, customer, and global leadership in B2B payments to uncover and address new areas of untapped growth. Susan’s valuable expertise will provide insight as WEX strengthens its position in the dynamic and growing corporate payments marketplace.”

Ms. Sobbott’s other leadership roles at American Express included President of Global Corporate Payments, a multibillion-dollar global division serving the payment needs of mid-sized and large companies, and President and General Manager of American Express OPEN, a multibillion-dollar business unit serving small businesses. Her leadership at American Express established Amex as a preeminent credit card issuer for small business, as well as an innovator in B2B payments. She adapted Amex’s go-to-market strategy for businesses of all sizes by redesigning marketing and distribution, streamlining customer experience, and improving commercial underwriting for businesses around the world. Ms. Sobbott also led the creation of Small Business Saturday®, and Shop Small, a marketing movement to support commerce at local independent businesses, that continues today; and developed several significant programs to support growing companies, ranging from government contracting and exporting to women business owners’ leadership. In addition, Ms. Sobbott was a significant advocate for women’s leadership at American Express, as longtime chair of their Women’s Interests Network, and a leading sponsor of flexible work arrangements and parent programs.

Ms. Sobbott currently is a board member of The Children’s Place (NASDAQ: PLCE), a specialty apparel retailer and Red Ventures, a privately-held digital marketing provider for many of the world’s biggest consumer brands. She holds an MBA from the University of Virginia’s Darden School of Business and a BA from Georgetown University.

ABOUT WEX INC.

Powered by the belief that complex payment systems can be made simple, WEX Inc. (NYSE: WEX) is a leading provider of payment processing and business solutions across a wide spectrum of sectors, including fleet, travel and healthcare. WEX operates in more than 10 countries and in more than 20 currencies through more than 3,500 associates around the world. WEX fleet cards offer 11.7 million vehicles exceptional payment security and control; purchase volume in its travel and corporate solutions segment grew to $30.3 billion in 2017; and the WEX Health financial technology platform helps 300,000 employers and more than 25 million consumers better manage healthcare expenses. For more information, visit www.wexinc.com.

CONTACT:
WEX
Rob Gould, 207-523-7429
robert.gould@wexinc.com