8-KLeadership Changes

CORPAY, INC. 8-K Report, Executive Changes (Apr 26, 2017)

Filed April 26, 2017For Securities:CPAY

Summary

Corpay, Inc. (formerly FleetCor Technologies, Inc.) announced a change to its Board of Directors on April 26, 2017, with the appointment of Ms. Hala Moddelmog, effective April 20, 2017. The Board's size was increased from eight to nine directors to accommodate this appointment. Ms. Moddelmog brings extensive leadership experience, including her current role as President & CEO of the Metro Atlanta Chamber and prior executive positions at Arby's Restaurant Group, Susan G. Komen for the Cure, and Church's Chicken. Her appointment is intended to leverage her considerable expertise in corporate governance, marketing, and leading high-growth companies. She will serve as a Class II Director until 2018 and will be a member of the Compensation, Nominating and Corporate Governance Committee.

Key Highlights

  • 1Board of Directors size increased from eight to nine members.
  • 2Ms. Hala Moddelmog appointed as a Class II Director, with her term ending in 2018.
  • 3Ms. Moddelmog will serve on the Compensation, Nominating and Corporate Governance Committee.
  • 4Ms. Moddelmog possesses significant leadership experience, including CEO roles at Metro Atlanta Chamber and Arby's Restaurant Group.
  • 5The Board cited Ms. Moddelmog's extensive experience in leading high-growth companies, enhancing company value, marketing, international operations, and board service.
  • 6Ms. Moddelmog was determined to be an independent director under NYSE listing standards and company guidelines.
  • 7Ms. Moddelmog will receive standard non-employee director compensation, including 834 restricted shares of common stock vesting on January 1, 2018.

Frequently Asked Questions

The main purpose of this 8-K filing is to announce the appointment of a new director, Ms. Hala Moddelmog, to the Corpay, Inc. (formerly FleetCor Technologies, Inc.) Board of Directors and the corresponding increase in the Board's size.

Ms. Moddelmog brings over 20 years of experience leading high-growth companies, expertise in enhancing company value, strong marketing skills, international experience, and significant public and non-profit board service experience. Her background includes leadership roles at organizations like the Metro Atlanta Chamber and Arby's Restaurant Group.

Ms. Moddelmog will receive the standard compensation package for non-employee directors. This includes 834 shares of restricted common stock, which are scheduled to vest on January 1, 2018, provided she remains a director. She will also enter into the company's standard indemnification agreement.

Yes, the Board of Directors has affirmatively determined that Ms. Moddelmog qualifies as an independent director according to the listing standards of the New York Stock Exchange and the company's own corporate governance guidelines.