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DEF 14A
FLEETCOR TECHNOLOGIES INC filed this Form DEF 14A on 05/01/2017
Entire Document
 


EQUITY COMPENSATION PLAN INFORMATION
Securities Authorized for Issuance under Equity Compensation Plans
The following table sets forth information, as of December 31, 2016, with respect to our compensation plans under which common stock is authorized for issuance, which consist of our 2010 Equity Compensation Plan and its predecessor, our 2002 Amended and Restated Stock Incentive Plan. We believe that the exercise price for all of the options granted under these plans reflect at least 100% of fair market value on the dates of grant for the options at issue.
Plan Category
 
Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (A)
 
Weighted Average Exercise Price of Outstanding Options, Warrants and Rights (B)
 
Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (A) (C)
Equity Compensation Plans Approved by Stockholders
 
 
 
 
 
 
2002 Plan
 
757,000

 
$
10.09

 

2010 Plan
 
5,388,854

 
$
102.60

 
2,968,584

Equity Compensation Plans Not Approved by Stockholders
 

 
$

 

 
 
 
 
 
 
 
Total
 
6,145,854

 
$
91.20

 
2,968,584

No further grants were allowed under the 2002 Plan after the 2010 Plan became effective.

COMPENSATION COMMITTEE REPORT
The compensation committee has reviewed and discussed with management the Compensation Discussion and Analysis provided above. Based on its review and discussions, the committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement.
Compensation Committee(1)
Thomas M. Hagerty (Chair)
Joseph W. Farrelly
Steven T. Stull

(1) Ms. Moddelmog joined the Board of Directors and the Compensation Committee after the meetings in which the Compensation Discussion and Analysis and this Proxy Statement were reviewed and discussed.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
None of our executive officers currently serve on the compensation committee or Board of Directors of any other company of which any member or proposed member of our compensation committee is an executive officer.
 

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Policies and procedures with respect to related party transactions
In accordance with the charter of our audit committee and our policy on related party transactions, our audit committee is responsible for reviewing and approving related party transactions. The related party transaction policy applies to transactions, arrangements and relationships where the aggregate amount involved will or may be expected to exceed $120,000 in any calendar year, where we are a participant and in which a related person has or will have a direct or indirect material interest. A related person is: (1) any of our directors, nominees for director or executive officers; (2) any immediate family member of a director, nominee for director or executive officer; and (3) any person, and his or her immediate family members, or entity that was a beneficial owner of 5% or more of any of our outstanding equity securities at the time the transaction occurred or existed.
In the course of its review and approval of related party transactions, our audit committee considers the relevant facts and circumstances to decide whether to approve such transactions. Our audit committee will approve only those transactions that it determines are in our

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