Corpay, Inc. Announces Director Changes and Officer Compensation
Ticker: CPAY · Form: 8-K · Filed: Oct 28, 2024 · CIK: 1175454
| Field | Detail |
|---|---|
| Company | Corpay, Inc. (CPAY) |
| Form Type | 8-K |
| Filed Date | Oct 28, 2024 |
| Risk Level | low |
| Pages | 2 |
| Reading Time | 3 min |
| Key Dollar Amounts | $261.27, $350, $400 |
| Sentiment | neutral |
Sentiment: neutral
Topics: corporate-governance, executive-compensation, director-change
Related Tickers: FLT
TL;DR
Corpay board shakeup: MacDonnell out, Johnson in. Officer pay details also filed.
AI Summary
Corpay, Inc. announced on October 23, 2024, the departure of Director Robert W. MacDonnell and the appointment of new Director David L. Johnson. The company also reported on compensatory arrangements for certain officers, though specific details and dollar amounts were not immediately disclosed in this filing.
Why It Matters
Changes in board composition and executive compensation can signal shifts in company strategy or governance, potentially impacting investor confidence and future performance.
Risk Assessment
Risk Level: low — This filing primarily concerns routine corporate governance changes and compensation disclosures, with no immediate financial distress or significant operational shifts indicated.
Key Players & Entities
- Corpay, Inc. (company) — Registrant
- Robert W. MacDonnell (person) — Departing Director
- David L. Johnson (person) — Appointed Director
- October 23, 2024 (date) — Date of Earliest Event Reported
FAQ
Who has departed from Corpay, Inc.'s board of directors?
Robert W. MacDonnell has departed from Corpay, Inc.'s board of directors as of October 23, 2024.
Who has been appointed as a new director to Corpay, Inc.'s board?
David L. Johnson has been appointed as a new director to Corpay, Inc.'s board.
What is the date of the earliest event reported in this 8-K filing?
The date of the earliest event reported in this 8-K filing is October 23, 2024.
What other item is Corpay, Inc. reporting on in this 8-K filing besides director changes?
Corpay, Inc. is also reporting on compensatory arrangements of certain officers.
In which state was Corpay, Inc. incorporated?
Corpay, Inc. was incorporated in Delaware.
Filing Stats: 739 words · 3 min read · ~2 pages · Grade level 11.2 · Accepted 2024-10-28 09:17:05
Key Financial Figures
- $261.27 — of common stock at an exercise price of $261.27 per share. The performance option would
- $350 — 550,000 shares subject to the award was $350, and the stock price hurdle for the rem
- $400 — rdle for the remainder of the award was $400. At Corpay's regularly scheduled thir
Filing Documents
- flt-20241023.htm (8-K) — 33KB
- exhibit991corpay3qpreannou.htm (EX-99.1) — 62KB
- image_0.jpg (GRAPHIC) — 12KB
- 0001628280-24-043875.txt ( ) — 243KB
- flt-20241023.xsd (EX-101.SCH) — 2KB
- flt-20241023_lab.xml (EX-101.LAB) — 21KB
- flt-20241023_pre.xml (EX-101.PRE) — 12KB
- flt-20241023_htm.xml (XML) — 3KB
02 Results of Operations and Financial Condition
Item 2.02 Results of Operations and Financial Condition. On October 28, 2024, Corpay, Inc. ("Corpay" or the "Company") issued a press release announcing its preliminary financial results for the third quarter ended September 30, 2024 and its adjusted net income per share outlook for the full year 2024. A copy of the press release is attached as Exhibit 99.1, which is incorporated by reference in its entirety. The information in this item, including Exhibit 99.1, is being furnished, not filed. Accordingly, the information in this item will not be incorporated by reference into any registration statement filed by Corpay, Inc. under the Securities Act of 1933, as amended, unless specifically identified as being incorporated into it by reference. Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. In 2021, Corpay, Inc. ("Corpay" or the "Company) awarded a performance option to its CEO to purchase 850,000 shares of common stock at an exercise price of $261.27 per share. The performance option would vest only if Corpay achieved specific stock price hurdles for ten consecutive trading days not later than December 31, 2024. The stock price hurdle for 550,000 shares subject to the award was $350, and the stock price hurdle for the remainder of the award was $400. At Corpay's regularly scheduled third quarter Compensation Committee meeting on October 23, 2024, the Company agreed to cancel 300,000 stock options under the second tranche and modify the criterion for 550,000 shares under the first tranche of the performance option award to require that Corpay achieve a closing stock price at or above $350 for at least 3 trading days by December 31, 2024. Additionally, the CEO agreed to forgo any new equity grants in 2025. The modified performance option award was approved by the Compensation Committee of Corpay, which is composed entirely of entirely of independent
01 Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits. (d) Exhibits 99.1 Corpay, Inc. press release dated October 28, 2024 104 Cover Page Interactive Data File (formatted as Inline XBRL)
SIGNATURES
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. October 28, 2024 By: /s/ Tom Panther Tom Panther Chief Financial Officer Exhibit Index Exhibit No. Description 99.1 Press release dated October 28, 2024. 104 Cover Page Interactive Data File (formatted as Inline XBRL).