8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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FORM 8-K

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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, 2020

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FLEETCOR Technologies, 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	FLT	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, 2020, the Company held its 2020 Annual Meeting of Shareholders (the "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 75,310,188 shares were represented at the Annual Meeting. The following matters were submitted to a vote of the shareholders.

I. Elect three directors nominated by the Board of Directors for a one-year term:

NOMINEES

Steven T. Stull

FOR: 68,790,046

AGAINST: 2,725,827

ABSTAIN: 25,608

BROKER NON-VOTES: 3,768,707

Michael Buckman

FOR: 71,267,031

AGAINST: 247,574

ABSTAIN: 26,876

BROKER NON-VOTES: 3,768,707

Thomas M. Hagerty

FOR: 53,401,106

AGAINST: 18,114,501

ABSTAIN: 25,874

BROKER NON-VOTES: 3,768,707

II. Ratify the reappointment of Ernst & Young LLP as the Company’s independent public accounting firm for 2020:

FOR: 74,417,142

AGAINST: 842,566

ABSTAIN: 50,480

BROKER NON-VOTES: 0

III. Advisory vote to approve named executive officer compensation:

FOR: 68,999,254

AGAINST: 2,481,392

ABSTAIN: 60,835

BROKER NON-VOTES: 3,768,707

IV. Shareholder proposal for a shareholder right to call special shareholder meetings:

FOR: 56,417,132

AGAINST: 15,093,252

ABSTAIN: 31,097

BROKER NON-VOTES: 3,768,707

V. Shareholder proposal requiring that financial performance metrics in incentive awards be adjusted to exclude the impact of share repurchases:

FOR: 18,687,967

AGAINST: 50,731,743

ABSTAIN: 2,121,771

BROKER NON-VOTES: 3,768,707

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.

	FLEETCOR Technologies, Inc.
June 17, 2020	By:   /s/ Daniel Fishbein
		Name: Daniel Fishbein
		Title: General Counsel

Exhibit Index

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