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FLEETCOR TECHNOLOGIES INC FILES (8-K) Disclosing Change in Directors or Principal Officers, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

May 30, 2014

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.



Effective on May 29, 2014, upon approval by the stockholders at the 2014 Annual Meeting of Stockholders (the "Annual Meeting") of FleetCor Technologies, Inc. ("FleetCor"), the FleetCor Technologies, Inc. 162(m) Performance-Based Program was adopted. A description of the program is set forth in the Proxy Statement filed with the Securities and Exchange Commission on April 18, 2014, which description is hereby incorporated into this Item 5.02 by reference. The program is also incorporated by reference as Exhibit 10.1 to this Current Report on Form 8-K.

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

On May 29, 2014, FleetCor held 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 66,901,740 shares were represented at the Annual Meeting. The following matters were submitted to a vote of the stockholders.

Proposal 1 - election of three Class I Directors for a term expiring in 2017:

Nominee Votes For Votes Withheld Broker Non-Votes Michael Buckman 60,877,759 202,816 5,821,165 Mark A. Johnson 60,627,117 453,458 5,821,165 Steven T. Stull 53,979,432 7,101,143 5,821,165



Proposal 2 - ratify the appointment of Ernst & Young LLP as FleetCor's independent auditor for the fiscal year ending December 31, 2014:

Votes For Votes Against Votes Abstain 66,469,670 240,729 191,341



Proposal 3 - approve the FleetCor Technologies, Inc. Section 162(m) Performance-Based Program:

Votes For Votes Against Votes Abstain Broker Non-Votes 60,137,465 512,136 430,974 5,821,165 Proposal 4 - approve, on an advisory basis, the compensation of FleetCor's named executive officers: Votes For Votes Against Votes Abstain Broker Non-Votes 18,381,872 42,479,098 219,605 5,821,165



Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

10.1 FleetCor Technologies, Inc. Section 162(m) Performance-Based Program (incorporated by reference from Appendix A to the Proxy Statement filed on April 18, 2014).



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Source: Edgar Glimpses