On October 24, 2018, John W. Larson resigned from his position as a Class II director of the Board of Directors of WageWorks, Inc. due to reasons related to his and his wife’s health. Mr. Larson has served as a member of the Board since June 2000, as Chairman of the Board from July 2006 to December 2016, as Lead Independent Director since December 2016, and as Chairman of the nominating and corporate governance committee since February 2006. Mr. Larson’s resignation is not the result of any material disagreement with the Company relating to the Company’s operations, policies or practices. In connection with Mr. Larson’s resignation, the Board appointed Thomas A. Bevilacqua, who has served as a member of the Board since 2009, to serve as Lead Independent Director, effective as of October 24, 2018. On October 24, 2018, the Board appointed George P. Scanlon as a Class II director and a member of the audit committee of the Board, effective immediately. Previously, Mr. Scanlon served as Chief Executive Officer of Fidelity National Financial, Inc.