8-KShareholder Matters

CORPAY, INC. 8-K Report, Shareholder Vote Results (Jun 22, 2017)

Filed June 22, 2017For Securities:CPAY

Summary

This 8-K filing from FleetCor Technologies, Inc. (now Corpay, Inc. or CPAY) reports on the outcomes of its 2017 Annual Meeting of Stockholders held on June 21, 2017. The primary purpose of this filing is to disclose the voting results on several key corporate matters. Investors will be interested in the re-election of directors, the ratification of the independent auditor, and advisory votes on executive compensation and corporate governance proposals. Key outcomes include the successful election of all three nominated Class I Directors, though one nominee, Thomas M. Hagerty, received a significant number of withheld votes. The selection of Ernst & Young LLP as the independent auditor for 2017 was overwhelmingly ratified. Notably, the advisory vote to approve named executive officer compensation was not approved, with a majority of votes cast against it. The stockholders also voted to hold the advisory vote on executive compensation annually.

Key Highlights

  • 1FleetCor Technologies, Inc. held its 2017 Annual Meeting of Stockholders on June 21, 2017.
  • 2All three nominated Class I Directors (Michael Buckman, Thomas M. Hagerty, and Steven T. Stull) were elected.
  • 3Ernst & Young LLP was ratified as the company's independent auditor for 2017 with overwhelming support.
  • 4The advisory vote to approve named executive officer compensation failed, with more votes cast against than for.
  • 5Stockholders voted to have the advisory vote on executive compensation occur every 1 YEAR.
  • 6A stockholder proposal regarding simple majority vote was approved by a majority of the votes cast.

Frequently Asked Questions

Yes, all three nominated Class I Directors, Michael Buckman, Thomas M. Hagerty, and Steven T. Stull, were elected. However, it's worth noting that Thomas M. Hagerty and Steven T. Stull received a substantial number of withheld votes, indicating some shareholder concern.

The advisory vote to approve named executive officer compensation did not pass. A majority of the votes cast were AGAINST the compensation, suggesting shareholder dissatisfaction with executive pay.

The stockholders voted to hold the advisory vote on executive compensation annually. This means shareholders will have a say on executive pay each year.

Yes, the selection of Ernst & Young LLP as FleetCor's independent auditor for 2017 was overwhelmingly ratified by the stockholders, with a vast majority of votes in favor.