8-K
filed June 15, 2023, 7:59 PM ET
ticker CPAY
CIK 0001175454
other
confidence high
sentiment neutral
materiality 0.15
FLEETCOR annual meeting elects directors; heavy opposition to three nominees and say-on-pay
CORPAY, INC.
- All 11 director nominees elected, but Thomas Hagerty received 30.1M votes against, Steven Stull 19.7M against, Hala Moddelmog 22.3M against.
- Advisory say-on-pay passed with 40.1M for, 26.4M against (~40% opposed).
- Shareholder proposal to modify special meeting rights defeated (24.6M for, 41.9M against).
- Ratification of Ernst & Young as auditor passed with 67.6M for, 2.8M against.
- Frequency of say-on-pay set at one year with 65.7M votes.
Key facts
Extracted from this filing and checked against the source text.
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.95
CORPAY, INC. shareholders rejected Shareholder proposal to modify the shareholder right to call a special shareholder meeting at the 2023-06-09 meeting.
- Outcome
- failed
- Meeting
- 2023-06-09
Exact text from the filing
V. Shareholder proposal to modify the shareholder right to call a special shareholder meeting: FOR: 24,596,800 AGAINST: 41,864,632 ABSTAIN: 38,686 BROKER NON-VOTES: 3,901,231
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.95
CORPAY, INC. shareholders approved Election of eleven directors nominated by the Board for a one-year term at the 2023-06-09 meeting.
- Proposal
- director election
- Outcome
- passed
- Meeting
- 2023-06-09
Exact text from the filing
I. Elect eleven directors nominated by the Board for a one-year term: NOMINEES Steven T. Stull FOR: 46,815,487 AGAINST: 19,663,650 ABSTAIN: 20,981 BROKER NON-VOTES: 3,901,231 Annabelle Bexiga FOR: 66,093,503 AGAINST: 388,985 ABSTAIN: 17,630 BROKER NON-VOTES: 3,901,231 Michael Buckman FOR: 66,075,132 AGAINST: 406,421 ABSTAIN: 18,565 BROKER NON-VOTES: 3,901,231 Ronald F. Clarke FOR: 62,571,985 AGAINST: 3,894,124 ABSTAIN: 34,009 BROKER NON-VOTES: 3,901,231 Joseph W. Farrelly FOR: 50,725,090 AGAINST: 15,754,715 ABSTAIN: 20,313 BROKER NON-VOTES: 3,901,231 Rahul Gupta FOR: 65,995,527 AGAINST: 487,556 ABSTAIN: 17,035 BROKER NON-VOTES: 3,901,231 Thomas M. Hagerty FOR: 36,304,412 AGAINST: 30,147,094 ABSTAIN: 48,612 BROKER NON-VOTES: 3,901,231 Archie L. Jones, Jr. FOR: 64,099,254 AGAINST: 2,381,741 ABSTAIN: 19,123 BROKER NON-VOTES: 3,901,231 Hala G. Moddelmog FOR: 44,187,838 AGAINST: 22,279,498 ABSTAIN: 32,782 BROKER NON-VOTES: 3,901,231 Richard Macchia FOR: 63,680,615 AGAINST: 2,800,867 ABSTAIN
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.95
CORPAY, INC. shareholders approved Advisory vote to approve named executive officer compensation at the 2023-06-09 meeting.
- Proposal
- say on pay
- Outcome
- passed
- Meeting
- 2023-06-09
Exact text from the filing
III. Advisory vote to approve named executive officer compensation: FOR: 40,105,923 AGAINST: 26,367,645 ABSTAIN: 26,550 BROKER NON-VOTES: 3,901,231
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.95
CORPAY, INC. shareholders approved Advisory vote on the frequency of shareholder voting on compensation of named executive officers at the 2023-06-09 meeting.
- Proposal
- say on pay frequency
- Outcome
- passed
- Meeting
- 2023-06-09
Exact text from the filing
IV. Advisory vote of the frequency of shareholder voting on compensation of named executive officers: One Year: 65,719,608 Two Year: 20,270 Three Year: 748,494 ABSTAIN: 11,746
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.95
CORPAY, INC. shareholders approved Ratify the reappointment of Ernst & Young LLP as FLEETCOR’s independent public accounting firm for 2023 at the 2023-06-09 meeting.
- Proposal
- auditor ratification
- Outcome
- passed
- Meeting
- 2023-06-09
Exact text from the filing
II. Ratify the reappointment of Ernst & Young LLP as FLEETCOR’s independent public accounting firm for 2023: FOR: 67,604,811 AGAINST: 2,778,403 ABSTAIN: 18,135 BROKER NON-VOTES: N/A
View on SEC.gov
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