CORPAY, INC.

Regulatory Filings • Jun 12, 2024

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 6, 2024

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Corpay, 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	CPAY	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 6, 2024, 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 66,258,975 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: 55,219,012

AGAINST: 6,324,405

ABSTAIN: 88,030

BROKER NON-VOTES: 4,627,528

Annabelle Bexiga

FOR: 59,008,908

AGAINST: 2,607,160

ABSTAIN: 15,379

BROKER NON-VOTES: 4,627,528

Ronald F. Clarke

FOR: 57,678,341

AGAINST: 3,935,224

ABSTAIN: 17,882

BROKER NON-VOTES: 4,627,528

Joseph W. Farrelly

FOR: 60,601,159

AGAINST: 1,013,942

ABSTAIN: 16,346

BROKER NON-VOTES: 4,627,528

Rahul Gupta

FOR: 59,750,796

AGAINST: 1,793,402

ABSTAIN: 87,249

BROKER NON-VOTES: 4,627,528

Thomas M. Hagerty

FOR: 60,888,974

AGAINST: 725,110

ABSTAIN: 17,363

BROKER NON-VOTES: 4,627,528

Archie L. Jones, Jr.

FOR: 59,546,886

AGAINST: 1,996,110

ABSTAIN: 88,451

BROKER NON-VOTES: 4,627,528

Richard Macchia

FOR: 58,570,471

AGAINST: 3,045,548

ABSTAIN: 15,428

BROKER NON-VOTES: 4,627,528

Hala G. Moddelmog

FOR: 51,336,524

AGAINST: 10,280,263

ABSTAIN: 14,660

BROKER NON-VOTES: 4,627,528

Jeffrey S. Sloan

FOR: 61,199,719

AGAINST: 415,363

ABSTAIN: 16,365

BROKER NON-VOTES: 4,627,528

Gerald Throop

FOR: 61,501,133

AGAINST: 113,918

ABSTAIN: 16,396

BROKER NON-VOTES: 4,627,528

II. Ratify the reappointment of Ernst & Young LLP as Corpay’s independent public accounting firm for 2024:

FOR: 62,213,450

AGAINST: 4,007,886

ABSTAIN: 37,639

BROKER NON-VOTES: N/A

III. Advisory vote to approve named executive officer compensation:

FOR: 54,558,883

AGAINST: 7,040,162

ABSTAIN: 32,402

BROKER NON-VOTES: 4,627,528

IV. Shareholder proposal regarding an independent Board chair requirement:

FOR: 30,821,355

AGAINST: 32,289,245

ABSTAIN: 40,965

BROKER NON-VOTES: 4,627,528

Item 9.01 Financial Statements and Exhibits.

(d)	Exhibits
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.

	Corpay, Inc.
June 12, 2024	By: /s/ Tom Panther
	Tom Panther
	Chief Financial Officer

Exhibit Index

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