8-K - CPAY - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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FORM 8-K

________________________________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): June 11, 2025

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Corpay, Inc.

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(Exact name of registrant as specified in its charter)

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Delaware	001-35004	72-1074903
(State or other jurisdiction of<br>incorporation or organization)	(Commission<br>File Number)	(I.R.S. Employer<br>Identification No.)
3280 Peachtree Road, Suite 2400	Atlanta	30305
(Address of principal executive offices)	GA	(Zip Code)

Registrant’s telephone number, including area code: (770) 449-0479

Not Applicable

Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | | --- | --- || ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | | --- | --- || ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | | --- | --- || ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | | --- | --- |

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading<br>Symbols(s)	Name of each exchange on which registered
Common Stock	CPAY	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07 Submission of Matters to a Vote of Security Holders.

On June 11, 2025, the Company held its Annual Meeting. Proxies for the Annual Meeting were solicited pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended. A total of 66,599,479 shares were represented at the Annual Meeting. The following matters were submitted to a vote of the shareholders.

I. Elect eleven directors nominated by the Board for a one-year term:

NOMINEES:

Steven T. Stull

FOR: 50,644,102

AGAINST: 11,197,343

ABSTAIN: 54,675

BROKER NON-VOTES: 4,703,359

Annabelle Bexiga

FOR: 59,840,806

AGAINST: 2,035,332

ABSTAIN: 19,982

BROKER NON-VOTES: 4,703,359

Ronald F. Clarke

FOR: 57,991,295

AGAINST: 3,884,151

ABSTAIN: 20,674

BROKER NON-VOTES: 4,703,359

Joseph W. Farrelly

FOR: 45,974,776

AGAINST: 15,900,505

ABSTAIN: 20,839

BROKER NON-VOTES: 4,703,359

Rahul Gupta

FOR: 59,511,568

AGAINST: 2,301,495

ABSTAIN: 83,057

BROKER NON-VOTES: 4,703,359

Thomas M. Hagerty

FOR: 59,377,102

AGAINST: 2,498,279

ABSTAIN: 20,739

BROKER NON-VOTES: 4,703,359

Archie L. Jones, Jr.

FOR: 57,201,275

AGAINST: 4,612,841

ABSTAIN: 82,004

BROKER NON-VOTES: 4,703,359

Richard Macchia

FOR: 55,419,856

AGAINST: 6,456,250

ABSTAIN: 20,014

BROKER NON-VOTES: 4,703,359

Hala G. Moddelmog

FOR: 51,866,134

AGAINST: 9,925,590

ABSTAIN: 104,396

BROKER NON-VOTES: 4,703,359

Jeffrey S. Sloan

FOR: 61,427,696

AGAINST: 446,781

ABSTAIN: 21,643

BROKER NON-VOTES: 4,703,359

Gerald Throop

FOR: 57,991,209

AGAINST: 3,884,197

ABSTAIN: 20,714

BROKER NON-VOTES: 4,703,359

II. Ratify the reappointment of Ernst & Young LLP as Corpay’s independent public accounting firm for 2025:

FOR: 62,678,435

AGAINST: 3,907,020

ABSTAIN: 14,024

BROKER NON-VOTES: N/A

III. Advisory vote to approve named executive officer compensation:

FOR: 33,094,144

AGAINST: 28,768,721

ABSTAIN: 33,255

BROKER NON-VOTES: 4,703,359

IV. Shareholder proposal regarding an independent Board chair requirement:

FOR: 24,063,837

AGAINST: 37,810,281

ABSTAIN: 22,002

BROKER NON-VOTES: 4,703,359

Item 9.01 Financial Statements and Exhibits.

(d)	Exhibits
104	Cover Page Interactive Data File (formatted as Inline XBRL)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Corpay, Inc.
June 16, 2025	By: /s/ Alissa Vickery
		Alissa Vickery
		Chief Financial Officer

Exhibit Index

Exhibit No.	Description
104	Cover Page Interactive Data File (formatted as Inline XBRL).