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DEF 14A
FLEETCOR TECHNOLOGIES INC filed this Form DEF 14A on 05/01/2017
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FLEETCOR TECHNOLOGIES, INC.
5445 Triangle Parkway
Norcross, Georgia 30092
PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD June 21, 2017
This Proxy Statement will first be mailed to Stockholders on or about May 1, 2017. It is furnished in connection with the solicitation of proxies by the Board of Directors of FleetCor Technologies, Inc. (“FleetCor” or the “Company”), to be voted at the Annual Meeting of Stockholders for the purposes set forth in the accompanying Notice of Annual Meeting of Stockholders. The Annual Meeting of Stockholders will be held at 10:00 a.m. on June 21, 2017 at our corporate offices at 5445 Triangle Parkway, Norcross, Georgia 30092.
Stockholders of record at the close of business on April 24, 2017 will be entitled to vote at the meeting on the basis of one vote for each share held. No cumulative voting rights are authorized. On April 24, 2017, there were 92,257,881 shares of common stock outstanding.
PROPOSALS
PROPOSAL 1. ELECTION OF DIRECTORS
The Board of Directors, based on the recommendations of our compensation, nominating and corporate governance committee, has nominated the following individuals for election as Class I directors of the Company, to serve a three-year term:
Michael Buckman
Thomas M. Hagerty
Steven T. Stull
Each nominee is presently a director of the Company and has consented to serve a new three-year term.
Our Board of Directors recommends that you vote "FOR" each of these nominees.
PROPOSAL 2. RATIFICATION OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2017
The audit committee of the Board has selected Ernst & Young LLP as the independent registered public accounting firm for fiscal year 2017. Stockholder ratification of the appointment is not required under the laws of the State of Delaware, but the audit committee has decided to request that the stockholders ratify the appointment. A representative of Ernst & Young LLP will be present at the meeting to answer appropriate questions from stockholders and will have the opportunity to make a statement on behalf of the firm, if desired.
If this proposal is not approved by our stockholders at the Annual Meeting, the audit committee will reconsider its selection of Ernst & Young LLP. Even if the selection is ratified, the audit committee may, in its discretion, select a different registered public accounting firm at any point during the year if it determines that making a change would be in the best interests of FleetCor and our stockholders.
Our Board of Directors recommends that you vote "FOR" the ratification of Ernst & Young LLP as our independent registered public accounting firm.
 
PROPOSAL 3. ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION

Pay that reflects performance and alignment of pay with the long-term interests of our stockholders are key principles that underlie our compensation program. In accordance with the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), stockholders have the opportunity to vote, on an advisory basis, on the compensation of our named executive officers. This is often referred to as say on pay, and provides you, as a stockholder, with the ability to cast a vote with respect to our executive compensation programs and policies and the compensation paid to the named executive officers for 2016 as disclosed in this Proxy Statement. The following resolution is submitted:

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