CORPAY, INC.

Regulatory Filings • Jun 15, 2023

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, 2023

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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 5.07 Submission of Matters to a Vote of Security Holders.

On June 9, 2023, 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 70,401,349 shares were represented at the Annual Meeting. The following matters were submitted to a vote of the shareholders.

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

NOMINEES

Steven T. Stull

FOR: 46,815,487

AGAINST: 19,663,650

ABSTAIN: 20,981

BROKER NON-VOTES: 3,901,231

Annabelle Bexiga

FOR: 66,093,503

AGAINST: 388,985

ABSTAIN: 17,630

BROKER NON-VOTES: 3,901,231

Michael Buckman

FOR: 66,075,132

AGAINST: 406,421

ABSTAIN: 18,565

BROKER NON-VOTES: 3,901,231

Ronald F. Clarke

FOR: 62,571,985

AGAINST: 3,894,124

ABSTAIN: 34,009

BROKER NON-VOTES: 3,901,231

Joseph W. Farrelly

FOR: 50,725,090

AGAINST: 15,754,715

ABSTAIN: 20,313

BROKER NON-VOTES: 3,901,231

Rahul Gupta

FOR: 65,995,527

AGAINST: 487,556

ABSTAIN: 17,035

BROKER NON-VOTES: 3,901,231

Thomas M. Hagerty

FOR: 36,304,412

AGAINST: 30,147,094

ABSTAIN: 48,612

BROKER NON-VOTES: 3,901,231

Archie L. Jones, Jr.

FOR: 64,099,254

AGAINST: 2,381,741

ABSTAIN: 19,123

BROKER NON-VOTES: 3,901,231

Hala G. Moddelmog

FOR: 44,187,838

AGAINST: 22,279,498

ABSTAIN: 32,782

BROKER NON-VOTES: 3,901,231

Richard Macchia

FOR: 63,680,615

AGAINST: 2,800,867

ABSTAIN: 18,636

BROKER NON-VOTES: 3,901,231

Jeffrey S. Sloan

FOR: 66,120,172

AGAINST: 361,987

ABSTAIN: 17,959

BROKER NON-VOTES: 3,901,231

II. Ratify the reappointment of Ernst & Young LLP as FLEETCOR’s independent public accounting firm for 2023:

FOR: 67,604,811

AGAINST: 2,778,403

ABSTAIN: 18,135

BROKER NON-VOTES: N/A

III. Advisory vote to approve named executive officer compensation:

FOR: 40,105,923

AGAINST: 26,367,645

ABSTAIN: 26,550

BROKER NON-VOTES: 3,901,231

IV. Advisory vote of the frequency of shareholder voting on compensation of named executive officers:

One Year: 65,719,608

Two Year: 20,270

Three Year: 748,494

ABSTAIN: 11,746

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

FOR: 24,596,800

AGAINST: 41,864,632

ABSTAIN: 38,686

BROKER NON-VOTES: 3,901,231

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
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 15, 2023	By: /s/ Daniel Fishbein
	Name: Daniel Fishbein
	Title: General Counsel

Exhibit Index

Exhibit No.	Description
104	Cover Page Interactive Data File (formatted as Inline XBRL).