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FLT > SEC Filings for FLT > Form 8-K on 5-Jun-2013All Recent SEC Filings

Show all filings for FLEETCOR TECHNOLOGIES INC | Request a Trial to NEW EDGAR Online Pro

Form 8-K for FLEETCOR TECHNOLOGIES INC


5-Jun-2013

Change in Directors or Principal Officers, Submission of Matters to a V


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

Effective on May 30, 2013, upon approval by the stockholders at the 2013 Annual Meeting of Stockholders (the "Annual Meeting") of FleetCor Technologies, Inc. ("FleetCor"), FleetCor adopted an amendment to the FleetCor Technologies, Inc. 2010 Equity Compensation Plan (the "2010 Plan"). A description of the material terms of the 2010 Plan, as amended, is set forth under the heading "Equity Compensation Plan Information" in FleetCor's proxy statement (the "Proxy Statement") filed with the Securities and Exchange Commission on April 24, 2013, which description is hereby incorporated into this Item 5.02 by reference. The text of the 2010 Plan is set forth in Appendix A to the Proxy Statement, which text is hereby incorporated into this Item 5.02 by reference. The 2010 Plan 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 30, 2013, 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 71,831,511 shares were represented at the Annual Meeting. The following matters were submitted to a vote of the stockholders.

Proposal 1 - votes regarding the election of three Class III Directors for a term expiring in 2016 were as follows:

        Nominee              Votes For       Votes Withheld      Broker Non-Votes
        Ronald F. Clarke     59,058,889           8,439,235             4,333,387
        Richard Macchia      57,914,155           9,583,969             4,333,387

Proposal 2 - votes on a proposal to ratify the appointment of Ernst & Young LLP as FleetCor's independent auditor for the fiscal year ending December 31, 2013 were as follows:

Votes For Votes Against Votes Abstain Broker Non-Votes 71,677,102 148,286 6,123 0

Proposal 3 - votes on a proposal to approve the amendment to the 2010 Plan, including to increase the number of common shares that may be issued under the plan, were as follows:

Votes For Votes Against Votes Abstain Broker Non-Votes 55,093,887 12,396,519 7,492 4,333,613



Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

10.1   FleetCor Technologies, Inc. 2010 Equity Compensation Plan, as amended and
       restated effective May 30, 2013 (incorporated by reference from Appendix A
       to the Proxy Statement filed on April 24, 2013).


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