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SEC Filings

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


best interest. In particular, our policy on related party transactions requires our audit committee to consider, among other factors it deems appropriate:
whether the related party transaction is on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances; and
the extent of the related party’s interest in the transaction.
Pursuant to our policy on related party transactions, our audit committee identifies the following categories of transactions as deemed to be preapproved by the audit committee, even if the aggregate amount involved exceeds the $120,000 threshold:
our employment of any executive officer or compensation paid by us to any executive officer if our compensation committee approved (or recommended that our Board of Directors approve) such compensation;
any compensation paid to a director if the compensation is required to be reported in our proxy statement under Item 402 of the Securities and Exchange Commission’s compensation disclosure requirements;
any transaction with another company at which a related person’s only relationship is as an employee (other than an executive officer), director or beneficial owner of less than 10% of that company’s shares, if the aggregate amount involved does not exceed the greater of $1,000,000, or 2% of that company’s total annual revenues;
any charitable contribution, grant or endowment made by us to a charitable organization, foundation or university at which a related person’s only relationship is as an employee (other than an executive officer) or a director, if the aggregate amount involved does not exceed the lesser of $1,000,000, or 2% of the charitable organization’s total annual receipts;
any transaction where the related person’s interest arises solely from the ownership of our common stock and all holders of our common stock received the same benefit on a pro rata basis;
any transaction involving a related person where the rates or charges involved are determined by competitive bids;
 
any transaction with a related person involving the rendering of services as a common or contract carrier, or public utility, at rates or charges fixed in conformity with law or governmental authority; and
any transaction with a related person involving services as a bank depositary of funds, transfer agent, registrar, trustee under a trust indenture, or similar services.
In addition, our Code of Business Conduct and Ethics requires that each of our employees and directors inform his or her superior or the chairman of the audit committee, respectively, of any material transaction or relationship that comes to their attention that could reasonably be expected to create a conflict of interest. Further, at least annually, each director and executive officer will complete a detailed questionnaire that asks questions about any business relationship that may give rise to a conflict of interest and all transactions in which we are involved and in which the executive officer, a director or a related person has a direct or indirect material interest.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act of 1934 requires our directors, executive officers, and persons who own more than 10% of our common stock to file reports of their ownership and changes in ownership of our common stock with the SEC. Our employees prepare these reports for our directors and executive officers who request it on the basis of information obtained from them and from FleetCor’s records. Based on information available to us during fiscal year 2016, and representations made to us by the reporting persons, we believe that all applicable Section 16(a) filing requirements were met, except that, due to administrative error, Messrs. Clarke, Adams, Blazye, Coughlin, Dey, Freund, Gavrilenya, House, Maxsimic, Netto and Secord were late in filing for stock options granted or achieving time based status on January 20, 2016; Messrs. Blazye and House were late in filing for vesting of restricted share awards on January 29, 2016 and January 25, 2016, respectively; Mr. Reed was late in filing for vesting of restricted share awards on March 3, 2016; Mr. Gavrilenya was late in filing for the stock options exercised on May 10, 2016; Mr. Dey was late in filing for the vesting of restricted share awards and sale of stock on May 26, 2016; Mr. House was late in filing for stock options exercised on October 14, 2016; and Mr. Reed was late in filing for stock options exercised on October 24, 2016.

AUDIT COMMITTEE REPORT
The Audit Committee operates under a written charter adopted by the Board of Directors. It is available on FleetCor’s website at investor.fleetcor.com under Corporate Governance, and may be accessed directly at http://www.fleetcor.com/AuditCommitteeCharter.pdf. The charter, which was adopted November 29, 2010, outlines the audit committee’s duties and responsibilities. The audit committee reviews the charter annually.

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