8-KCorporate ChangesExhibits & Filings

CORPAY, INC. 8-K Report, Bylaw Amendment (Jan 29, 2018)

Filed January 29, 2018For Securities:CPAY

Summary

This 8-K filing from Corpay, Inc. (formerly FleetCor Technologies, Inc.) reports on a significant change to its corporate governance, specifically concerning the amendment of its bylaws and certificate of incorporation. The Board of Directors has approved an amendment to the company's bylaws to align their amendment threshold with the certificate of incorporation. More importantly, the Board has also approved a resolution to amend the certificate of incorporation to lower the voting threshold required for future bylaw amendments from a supermajority (66 2/3%) to a simple majority of the outstanding capital stock. This proposed change to the certificate of incorporation will be presented to shareholders for approval at the upcoming 2018 annual meeting. If approved, it will simplify the process for future bylaw amendments. Investors should monitor the outcome of the shareholder vote, as a lower voting threshold could potentially lead to more frequent or easier changes to the company's governance structure in the future.

Key Highlights

  • 1Corpay, Inc. (formerly FleetCor Technologies, Inc.) filed an 8-K on January 29, 2018.
  • 2The Board of Directors approved an amendment to the company's bylaws.
  • 3The company is seeking shareholder approval to amend its Certificate of Incorporation.
  • 4The proposed amendment to the Certificate of Incorporation will reduce the voting threshold required to amend the Bylaws from 66 2/3% to a majority vote.
  • 5This change will be presented to stockholders at the 2018 annual meeting.
  • 6If approved, future amendments to the company's bylaws will require only a majority vote of outstanding capital stock.
  • 7The filing includes Exhibit 3.1, the Amended and Restated Bylaws of FleetCor Technologies, Inc. dated January 25, 2018.

Frequently Asked Questions

The main purpose of this filing is to inform investors about changes to Corpay, Inc.'s (formerly FleetCor Technologies, Inc.) corporate governance documents, specifically regarding the amendment process for its bylaws and certificate of incorporation. The company is proposing to lower the shareholder vote required to amend its bylaws.

Previously, amending the company's bylaws required an affirmative vote of the holders of 66 2/3% of the voting power of the company's outstanding shares of capital stock.

The company is proposing to amend its Certificate of Incorporation so that future amendments to the bylaws will only require the affirmative vote of a majority of the voting power of the company's outstanding capital stock.

No, this change is not effective immediately. The proposed amendment to the Certificate of Incorporation needs to be approved by the company's stockholders at the 2018 annual meeting. If approved by shareholders, the new majority voting standard will then apply.