CORPAY, INC.

Regulatory Filings • Jun 14, 2022

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): June 9, 2022

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FLEETCOR Technologies, Inc.

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(Exact name of registrant as specified in its charter)

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Delaware	001-35004	72-1074903
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)
3280 Peachtree Road, Suite 2400	Atlanta	30305
(Address of principal executive offices)	GA	(Zip Code)

Registrant’s telephone number, including area code: ( 770 ) 449-0479

Not Applicable

Former name or former address, if changed 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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbols(s)	Name of each exchange on which registered
Common Stock	FLT	New York Stock Exchange

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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

As described below, on June 9, 2022, the shareholders of FLEETCOR Technologies, Inc. (“FLEETCOR” or the “Company”) approved at the 2022 annual meeting of the Company (the “Annual Meeting”) the amendment of both (i) the Company’s Amended and Restated Certificate of Incorporation filed with the Secretary of State of the State of Delaware on December 20, 2010, as amended by Certificates of Amendment filed with the Secretary of State of the State of Delaware on June 7, 2018 and on June 14, 2019 (the “Charter”) and (ii) the Company’s Amended and Restated Bylaws, dated as of October 28, 2020 (the “Bylaws”). Effective June 9, 2022 and as approved by the Company’s shareholders, each of the Charter and the Bylaws were amended to establish a shareholder right to vote by written consent.

The foregoing description of the amendments to the Charter and the Bylaws does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Certificate of Amendment and the Amended & Restated Bylaws, which are attached hereto as Exhibits 3.1 and 3.2 and are incorporated by reference.

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

On June 9, 2022, the Company held its Annual Meeting. Proxies for the Annual Meeting were solicited pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended. A total of 70,710,919 shares were represented at the Annual Meeting. The following matters were submitted to a vote of the shareholders.

I. Elect ten directors nominated by the Board for a one-year term:

NOMINEES

Steven T. Stull

FOR: 50,675,846

AGAINST: 15,680,560

ABSTAIN: 99,990

BROKER NON-VOTES: 4,254,523

Michael Buckman

FOR: 65,860,031

AGAINST: 573,041

ABSTAIN: 23,324

BROKER NON-VOTES: 4,254,523

Thomas M. Hagerty

FOR: 41,713,297

AGAINST: 24,719,761

ABSTAIN: 23,338

BROKER NON-VOTES: 4,254,523

Mark A. Johnson

FOR: 63,830,627

AGAINST: 2,602,462

ABSTAIN: 23,307

BROKER NON-VOTES: 4,254,523

Archie L. Jones, Jr.

FOR: 62,228,174

AGAINST: 4,204,915

ABSTAIN: 23,307

BROKER NON-VOTES: 4,254,523

Hala G. Moddelmog

FOR: 52,875,591

AGAINST: 13,480,401

ABSTAIN: 100,404

BROKER NON-VOTES: 4,254,523

Jeffrey S. Sloan

FOR: 65,871,479

AGAINST: 561,273

ABSTAIN: 23,644

BROKER NON-VOTES: 4,254,523

Ronald F. Clarke

FOR: 62,073,922

AGAINST: 3,385,593

ABSTAIN: 996,881

BROKER NON-VOTES: 4,254,523

Joseph W. Farrelly

FOR: 59,279,075

AGAINST: 7,153,817

ABSTAIN: 23,504

BROKER NON-VOTES: 4,254,523

Richard Macchia

FOR: 65,125,987

AGAINST: 1,307,090

ABSTAIN: 23,319

BROKER NON-VOTES: 4,254,523

II. Ratify the reappointment of Ernst & Young LLP as FLEETCOR’s independent public accounting firm for 2022:

FOR: 69,510,936

AGAINST: 1,188,661

ABSTAIN: 11,322

BROKER NON-VOTES: N/A

III. Advisory vote to approve named executive officer compensation:

FOR: 23,665,169

AGAINST: 42,773,017

ABSTAIN: 18,210

BROKER NON-VOTES: 4,254,523

IV. Approve the FLEETCOR Technologies, Inc. Amended and Restated 210 Equity Compensation Plan:

FOR: 61,590,109

AGAINST: 4,848,344

ABSTAIN: 17,943

BROKER NON-VOTES: 4,254,523

V. Approve an amendment to the Charter and the Bylaws to adopt a shareholder right to vote by written consent:

FOR: 66,231,977

AGAINST: 199,571

ABSTAIN: 24,848

BROKER NON-VOTES: 4,254,523

VI. Shareholder proposal to modify the shareholder right to call a special shareholder meeting:

FOR: 26,109,662

AGAINST: 40,234,562

ABSTAIN: 112,172

BROKER NON-VOTES: 4,254,523

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
3.1	Certificate of Amendment to the Amended and Restated Certificate of Incorporation of FleetCor Technologies, Inc., filed with the Secretary of State of the State of Delaware on June 9, 2022.
3.2	FleetCor Technologies, Inc. Amended and Restated Bylaws, adopted June 9, 2022.
104	Cover Page Interactive Data File (formatted as Inline XBRL).

SIGNATURES

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.

	FLEETCOR Technologies, Inc.
June 14, 2022	By: /s/ Daniel Fishbein
	Name: Daniel Fishbein
	Title: General Counsel

Exhibit Index

Exhibit No.	Description
3.1	Certificate of Amendment to the Amended and Restated Certificate of Incorporation of FleetCor Technologies, Inc., filed with the Secretary of State of the State of Delaware on June 9, 2022.
3.2	FleetCor Technologies, Inc. Amended and Restated Bylaws, adopted June 9, 2022.
104	Cover Page Interactive Data File (formatted as Inline XBRL).