8-K

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) April 1, 2014 (March 26, 2013)

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)

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))

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

On March 26, 2014, WEX Inc. (the “Company”) and Michael Dubyak entered into an amendment (the “Amendment”) of the previously disclosed Transition Agreement (the “Agreement”), dated as of April 29, 2013, between the parties. The Transition Agreement was entered into in April 2013 as part of the Company’s sucession planning process pursuant to which Melissa D. Smith became the Company’s CEO on January 1, 2014.

The Amendment provides that, upon ceasing to be an employee of the Company on December 30, 2014, Mr. Dubyak will continue to serve as Chairman of the Company’s Board of Directors with the non-officer title of “Executive Chairman” until March 31, 2015. During such three-month period, he will continue to assist in the Company’s management transition and will be paid approximately $49,000 per month. On March 31, 2015, Mr. Dubyak will resign from the Board of Directors (unless the Board and he mutually agree otherwise).

The foregoing description of the Amendment is qualified in its entirety by reference to the Amendment, a copy of which is attached hereto as Exhibit 99.1, and to the Agreement, a copy of which was attached as Exhibit 99.2 to the Company’s Current Report on Form 8-K filed on May 1, 2013, each of which is incorporated by reference herein in its entirety.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits.

Exhibit No.	Description
99.1		Amendment to Transition Agreement by and between the Company and Michael E. Dubyak, dated March 26, 2014

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:	April 1, 2014	By:	/s/ Steven A. Elder
			Steven A. Elder
			Senior Vice President and Chief Financial Officer
			(principal financial and accounting officer)

WEX INC.

CURRENT REPORT ON FORM 8-K

Report Dated May 1, 2013

EXHIBIT INDEX

Exhibit No.	Description
99.1		Amendment to Transition Agreement by and between the Company and Michael E. Dubyak, dated March 26, 2014

EX-99.1

Exhibit 99.1

March 21, 2014

Mr. Michael E. Dubyak

c/o WEX Inc.

97 Darling Avenue

South Portland, ME 04106

Dear Michael:

This letter is to confirm that WEX Inc. (the “Company”) and you have agreed to amend our letter agreement dated April 29, 2013 (the “Letter Agreement”), as follows:

1.Section 4 of the Letter Agreement is hereby deleted and the following substituted therefor:

“4.     At the end of the Transition Period (on December 30, 2014), you shall cease to be an employee of the Company. However, from December 30, 2014 to March 31, 2015, you shall continue to serve as Chairman of the Board of Directors with the non-officer title of “Executive Chairman.” Your primary responsibilities as Executive Chairman shall be to continue to assist in the management transition and you shall make yourself available to spend up to ten (10) hours per week performing such responsibilities. During such period, the Company shall continue to maintain an office for you in the headquarters of the Company, and you shall be paid advisory fees at the rate of $49,342.58 per month. On March 31, 2015, you shall resign from the Board of Directors, unless the Board and you mutually request otherwise. So long as you remain a member of the Board of Directors after March 31, 2015, you shall be compensated on the same terms as other non-management members of the Board of Directors are then compensated for their services as directors.”

2. In all other respect, the Letter Agreement shall remain in full force and effect.

Very truly yours,

WEX INC.

By: /s/ Rowland T. Moriarty

Name: Rowland T. Moriarty

Title: Vice Chairman
Date: March 26, 2014

AGREED TO:

/s/ Michael E. Dubyak

Name: Michael E. Dubyak
Date: 3/21/2014

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