8-K/AShareholder Matters

CORPAY, INC. 8-K/A Report, Shareholder Vote Results (Oct 25, 2017)

Filed October 25, 2017For Securities:CPAY

Summary

This 8-K/A filing from Corpay, Inc. (formerly FleetCor Technologies, Inc.) serves as an amendment to a previous 8-K report filed on June 21, 2017. The primary purpose of this amendment is to officially document a decision made by the company regarding its "say-on-pay" advisory vote, which concerns the compensation of its named executive officers. Following the results of the company's June 21, 2017 Annual Meeting of Stockholders, Corpay has determined to hold this advisory vote on executive compensation on an annual basis. This frequency will remain in effect until the next required stockholder vote on the frequency of say-on-pay votes, as mandated by Section 14A of the Securities Exchange Act of 1934, or until the Board of Directors decides a different frequency is more beneficial for stockholders. This filing provides clarity to investors on the ongoing process for stockholder input on executive compensation.

Key Highlights

  • 1Amendment to a prior 8-K filing dated June 21, 2017.
  • 2Confirms the company's decision regarding the frequency of the 'say-on-pay' advisory vote.
  • 3The advisory vote on executive compensation will be held annually.
  • 4This annual vote aligns with the results from the June 21, 2017 Annual Meeting of Stockholders.
  • 5The annual voting frequency will continue until the next required stockholder vote on frequency or board determination.
  • 6The filing is an administrative update to formally record a corporate governance decision.

Frequently Asked Questions

This filing is an amendment to a previous 8-K to officially report the company's decision to hold an annual advisory vote on the compensation of its named executive officers ('say-on-pay').

The company has decided to hold this advisory vote annually, consistent with the results of their June 21, 2017 Annual Meeting of Stockholders.

The annual frequency will continue until the next required stockholder vote on the frequency of such votes, or until the Board of Directors determines a different frequency is in the best interest of the stockholders.

'Say-on-pay' refers to an advisory (non-binding) shareholder vote on the compensation of a company's top executives. It gives shareholders an opportunity to express their views on executive pay practices.