WAGEWORKS, INC. (NYSE:WAGE) Files An 8-K Other Events

WAGEWORKS, INC. (NYSE:WAGE) Files An 8-K Other Events

Item 8.01

Other Events.

The New York Stock Exchange (NYSE) Listed
Company Manual requires NYSE-listed companies to make certain
corporate governance disclosures in their Annual Reports on Form
10-K or their annual meeting proxy statements. As a result of the
previously disclosed delay in the filing of WageWorks, Inc. (the
Company, we,
us, or our) Annual Report on
Form 10-K for the fiscal year ended December31, 2017 with the
Securities and Exchange Commission (SEC), we
have been unable to make certain corporate governance disclosures
required to be contained in that filing (or, alternatively, in a
proxy statement) under Section303A of the NYSE Listed Company
Manual. Accordingly, we are providing the following corporate
governance information required under Section303A of the NYSE
Listed Company Manual.

Director Independence

Our board of directors (the Board) currently
consists of the following 7 directors: Stuart C. Harvey, Jr.,
Edgar O. Montes, Thomas A. Bevilacqua, George P. Scanlon, Bruce
G. Bodaken, Jerome D. Gramaglia, and Robert L. Metzger.

Under the rules of the NYSE, independent directors must comprise
a majority of a listed companys board of directors. The Board has
undertaken a review of its composition, the composition of its
committees, and the independence of each director. Based upon all
of the relevant facts and circumstances, including information
requested from and provided by each director concerning his or
her background, employment, and affiliations, including family
relationships, the Board has affirmatively determined that each
of Messrs. Bevilacqua, Scanlon, Bodaken, Gramaglia, and Metzger
is independent as that term is defined under the applicable rules
and regulations of the SEC and the listing requirements and rules
of the NYSE. Accordingly, a majority of our directors are
independent, as required under applicable NYSE rules. The Board
found that none of these directors had a material or other
disqualifying relationship with the Company. In making this
determination, the Board considered the current and prior
relationships that each non-employee director has with the
Company and all other facts and circumstances the Board deemed
relevant in determining their independence, including each
non-employee directors beneficial ownership of our capital stock
and relationship with the Companys internal and external
auditors. Messrs. Harvey and Montes are not considered an
independent director as a result of their positions as executive
officers of the Company.

Committees of the Board

The Board has the authority to appoint committees to perform
certain management and administration functions. The Board has an
audit committee, a compensation committee, and a nominating and
corporate governance committee. The composition and
responsibilities of each committee are described below. Members
serve on these committees until their resignation or until
otherwise determined by the Board.

(a) Audit Committee

The audit committee of the Board is comprised of Messrs. Bodaken,
Metzger and Scanlon, each of whom satisfies the independence
requirements under the NYSE listing standards and Rule
10A-3(b)(1) of the Securities Exchange Act of 1934, as amended.
Messrs. Metzger and Scanlon are audit committee financial
experts, as that term is defined under the SEC rules implementing
Section407 of the Sarbanes-Oxley Act of 2002, and possess the
financial sophistication as defined in the rules of the NYSE. The
audit committee is responsible for, among other things:

reviewing and approving the selection of our independent registered public accounting firm, and approving the audit and non-audit services to be performed by our independent registered public accounting firm;

monitoring the integrity of our financial statements and our compliance with legal and regulatory requirements as they relate to financial statements or accounting matters;

reviewing the adequacy and effectiveness of our internal control policies and procedures;

discussing the scope and results of the audit with the independent auditors and reviewing with management and the independent auditors our interim and year-end operating results; and

preparing the audit committee report that the SEC requires in our annual Proxy Statement.

(b) Compensation Committee

The compensation committee of the Board is comprised of
Messrs. Bevilacqua and Gramaglia, each of whom the Board has
determined to be independent under the NYSE listing
standards. Mr.Gramaglia is Chairman of the compensation
committee. The compensation committee is responsible for,
among other things:

overseeing our compensation policies, plans and benefit programs;

reviewing and approving for our CEO and executive officers: the annual base salary, the annual incentive bonus, including the specific goals and amount, equity compensation, employment agreements, severance arrangements and change in control arrangements, and any other benefits, compensations or arrangements;

preparing the compensation committee report that the SEC requires to be included in our annual Proxy Statement; and

administering our equity compensation plans.

(c) Nominating and Corporate Governance Committee

The nominating and corporate governance committee of the
Board is comprised of Messrs. Bevilacqua and Gramaglia, each
of whom the Board has determined to be independent under the
NYSE listing standards. The nominating and corporate
governance committee is responsible for, among other things:

assisting our Board in identifying prospective director nominees and recommending nominees for each Annual Meeting of Stockholders to the Board;

evaluating director compensation, consulting with outside consultants and/or with our human resources department when appropriate, and making recommendations to our Board regarding director compensation;

reviewing developments in corporate governance practices and developing and recommending governance principles applicable to our Board;

reviewing the succession planning for our executive officers;

overseeing the evaluation of our Board and management; and

recommending members for each board committee to our Board.

Executive Sessions

The non-employee members of
the Board meet in executive session without management
present on a regular basis. Mr.Bevilacqua, the current Lead
Independent Director, serves as presiding director of these
executive sessions.

Communication with
Non-Employee Directors

In cases where
interested parties wish to communicate directly with our
non-employee directors, messages can be sent to our General
Counsel, at generalcounsel@wageworks.com, or to WageWorks,
Inc., 1100 Park Place, Fourth Floor, San Mateo, California
94403, Attention: General Counsel. Our General Counsel or
Legal Department shall review all incoming communications
(except for mass mailings, product complaints or inquiries,
job inquiries, business solicitations and patently offensive
or otherwise inappropriate material) and, if appropriate,
route such communications to the appropriate member(s) of the
Board or, if none is specified, to the Lead Independent
Director. Our General Counsel may decide in the exercise of
his or her judgment whether a response to any communication
is necessary and shall provide a report to the nominating and
corporate governance committee on a quarterly basis of any
communication received for which the General Counsel or Legal
Department has determined no response is necessary.

Availability of
Corporate Governance Information

The Board has
adopted charters for our audit, compensation, and nominating
and corporate governance committees describing the authority
and responsibilities delegated to these committees by the
Board. The Board has also adopted corporate governance
principles, a code of business conduct and ethics and policy
and procedures for stockholder communications to independent
directors. We post on our website, at www.ir.wageworks.com,
the charters of our audit, compensation, and nominating and
corporate governance committees; our corporate governance
principles; our code of business conduct and ethics; and our
policy and procedures for stockholder communications to
independent directors. These documents are also available in
print to any stockholder requesting a copy in writing from
our corporate secretary at 1100 Park Place, Fourth Floor, San
Mateo, California 94403.

About WAGEWORKS, INC. (NYSE:WAGE)

WageWorks, Inc. is engaged in administering Consumer-Directed Benefits (CDBs). The Company administers CBDs, including pre-tax spending accounts, such as Health Savings Accounts (HSAs), health and dependent care Flexible Spending Accounts (FSAs), and Health Reimbursement Arrangements (HRAs), as well as Commuter Benefit Services, including transit and parking programs, wellness programs, Consolidated Omnibus Budget Reconciliation Act and other employee benefits. Its CDB programs assist employees and their families in saving money by using pre-tax dollars to pay for certain of their healthcare, dependent care and commuter expenses. Employers financially benefit from its programs through reduced payroll taxes. Under its FSA, HSA and commuter programs, employee participants contribute funds from their pre-tax income to pay for qualified out-of-pocket healthcare expenses not covered by insurance, such as co-pays, deductibles and over-the-counter medical products, or for commuting costs.