Corpay, Inc. Files Proxy Statement Amendment

TL;DR

CORPAY filed an update to its proxy statement. Nothing major changed.

AI Summary

Corpay, Inc. filed an amendment (Amendment No. 1) to its definitive proxy statement on May 30, 2024, related to its 2023 fiscal year. This filing is a routine update and does not appear to contain new proposals or significant changes from the original filing.

Why It Matters

Proxy statements are crucial for shareholders to understand company proposals and executive compensation before voting. This amendment ensures the information provided is up-to-date.

Risk Assessment

Risk Level: low — This filing is an amendment to a proxy statement, which is a routine procedural document and does not indicate any new risks or significant events.

Key Players & Entities

• CORPAY, INC. (company) — Registrant
• 0001175454 (company) — Central Index Key for Corpay, Inc.
• FLEETCOR TECHNOLOGIES INC (company) — Former Company Name

FAQ

Key Financial Figures

• $1,800,000 — F. Clarke Termination without cause $1,800,000 – $25,620 $1,825,620 Termination f
• $25,620 — rmination without cause $1,800,000 – $25,620 $1,825,620 Termination for good reas
• $1,825,620 — without cause $1,800,000 – $25,620 $1,825,620 Termination for good reason or termin
• $20,045,214 — lowing a change in control $1,800,000 $20,045,214 $25,620 $21,870,834 Change in contr
• $21,870,834 — trol $1,800,000 $20,045,214 $25,620 $21,870,834 Change in control – – – – Death
• $400,000 — om Panther Termination without cause $400,000 – $14,734 $414,374 Termination wit
• $14,734 — Termination without cause $400,000 – $14,734 $414,374 Termination without cause f
• $414,374 — on without cause $400,000 – $14,734 $414,374 Termination without cause following a
• $445,000 — ut cause following a change in control $445,000 $3,167,587 $14,734 $3,627,321 Term
• $3,167,587 — ollowing a change in control $445,000 $3,167,587 $14,734 $3,627,321 Termination for
• $3,627,321 — control $445,000 $3,167,587 $14,734 $3,627,321 Termination for good reason following
• $1,385,552 — – Death or disabilityRetirement – $1,385,552 – $1,385,552 Alissa B. Vickery (4)
• $300,000 — ickery (4) Termination without cause $300,000 – – $300,000 Termination without c
• $330,000 — ut cause following a change in control $330,000 $936,701 – $1,266,701 3 Terminat
• $936,701 — ollowing a change in control $330,000 $936,701 – $1,266,701 3 Termination for go

Filing Documents

• cpay-amendmentno1tofy2023p.htm (DEFA14A) — 79KB
• image_0.jpg (GRAPHIC) — 15KB
• image_1.jpg (GRAPHIC) — 84KB
• 0001628280-24-025857.txt ( ) — 215KB

From the Filing

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box Preliminary Proxy Statement Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material Under Rule 14a-12 (Name of Registrant as Specified in Its Charter) (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant) Payment of Filing Fee (Check the appropriate box) No fee required Fee paid previously with preliminary materials. Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. EXPLANATORY NOTE This Amendment No. 1 (this Amendment) amends the definitive proxy statement furnished in connection with the solicitation of proxies by the Board of Directors of Corpay, Inc. (the Company), filed with the U.S. Securities and Exchange Commission (SEC) on April 26, 2024 (the 2024 Proxy Statement). The 2024 Proxy Statement was filed in connection with the Company's 2024 Annual Meeting of Shareholders to be held on Thursday, June 6, 2024, including any adjournment or postponement thereof (the Annual Meeting). This Amendment revises certain descriptions in the 2024 Proxy Statement of the treatment of certain equity awards upon a change in control of the Company. The Company reexamined such descriptions in the 2024 Proxy Statement and determined that the amendments described below are advisable to clarify that the treatment of equity awards upon a change in control of the Company remains as a "double trigger," as was described in previous years' proxy statements. In particular, 2024 Proxy Statement disclosure regarding the potential vesting of certain equity compensation awards originally indicated that such awards were subject to "single trigger" vesting (generally automatically vesting upon the occurrence of a change in control), as opposed to the actual acceleration provisions, which operate as a "double trigger" (generally requiring that not only a change in control occur, but also a failure by the surviving company to continue the award following the change in control or a qualifying employment termination within two years after the change in control). The original 2024 Proxy Statement suggested that the previous "double trigger" acceleration provision had been amended in 2023, when in fact, the change in control-related acceleration provisions were not amended and remain the same as they were in 2022. In addition, the table included in the original 2024 Proxy Statement under the heading "Potential Payments Upon Termination or Change in Control" inaccurately reflected that certain equity compensation awards would automatically accelerate upon a change in control (consistent with a "single trigger" acceleration provision, as opposed to the "double trigger" provision that continues to apply to all outstanding equity compensation awards). These tables have been revised in this amended filing to reflect that no equity award acceleration automatically occurs upon a change in control, consistent with the continuing "double trigger" feature that generally would accelerate the awards only if such awards are not continued by the surviving company following the change in control or upon a qualifying termination occurring within two years after a change in control. This Amendment should be read in conjunction with the 2024 Proxy Statement. Except as described in this Amendment, this Amendment does not modify, amend, supplement or otherwise affect the 2024 Proxy Statement. AMENDMENT TO 2024 PROXY STATEMENT The following disclosure replaces the first paragraph under the heading Compensation Discussion and Analysis – Other Compensation and Benefits – Employment Agreements and Offer Letters Severance and Change-in-Control Benefits on page 46 of the 2024 Proxy Statement as follows "We entered into an employment agreement with our CEO in 2010. We have also entered into offer letter agreements with each of our other NEOs, other than Ms. Vickery. Pursuant to Mr. Clarke's agreement and, with respect to our other NEOs, our historical practice, in the case of an NEO's termination under specific circumstances, they will be entitled to certain severance payments. These severance benefits are discussed below in "Potential Payments Upon Termination or Change in Control." We provide severance compensation if certain NEOs are terminated without cause to attract and retain qualified executive talent, and, with respect to change in control benefits, to incentivize such NEOs to act in the best interests of our shareholders in the face of a transaction even if they may be terminated as a result. In 2023, after considering market practices, the compensation committee app

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