2015 EXECUTIVE COMPENSATION HIGHLIGHTS	Director resignation policy for all directors in uncontested elections
	Regular shareholder engagement on governance, compensation and other issues of interest to our shareholders
	Robust stock ownership guidelines applicable to directors
	Independent lead director facilitates and strengthens the Board’s independent oversight
	Independent directors meet in executive session without management present
	Strong Board oversight of risk management process
	Annual Board evaluations and self-assessments
	Policies prohibiting hedging of shares by directors
	No related person transactions in 2020

2021 PROXY STATEMENT

5

---

Table of Contents

Proxy Summary

2020 Executive Compensation Highlights

The following summary of our executive compensation program highlights our commitment to executive compensation practices that align the interests of our executives and shareholders. For a comprehensive discussion of our executive compensation, see "Compensationthe section titled “Compensation Discussion and Analysis"Analysis”, beginning on page 3036 of this proxy statement.

Pay-for-Performance Alignment

We structure our compensation program to directly align our compensation levels with current and future performance that creates value for our shareholders, employees, customers and other stakeholders. As a result, a significant percentage of the total target compensation for our NEOs in 2020 was a combination of short- and long-term performance-based equity awards such that the ultimate realizable value would be highly contingent upon our future operating results and stock price.

TARGET COMPENSATION MIX

Elements of Compensation

The Committee uses a variety of compensation elements to establish individual compensation programs for each of its NEOs.

COMPENSATION ELEMENT		OBJECTIVE
Base Salary		●Provide cash compensation for performing management job responsibilities
Annual Incentive Program	Annual Performance-Related Incentive Awards	●Measure annual performance ●Motivate and reward management’s achievement of financial metrics ●Payout is split between cash and equity to provide a direct link with long-term growth
	Strategic Objective Cash Incentive Awards	●Measure annual performance ●Motivate and reward management’s achievement of strategic goals that contribute to the Company’s long-term growth and operational excellence
Long-Term Performance Equity	Performance Share Plan	●Reward multi-year growth in EPS, as modified by our ROIC ●Provide an overlay to core annual incentive compensation program to reward long-term increases in shareholder value ●Directly align management and shareholder interests

6	WORLD FUEL SERVICES CORPORATION

---

Table of Contents

Proxy Summary

Executive Compensation Practices

What We DoWHAT WE DO		What We Don't Do
​	​	​
✓	Executive compensation program tied to our financial and operating performance and the creation of shareholderdesigned to create value for our shareholders, employees, customers and other stakeholders
	Use performance measures that are aligned with business objectives
✓	Monitor our compensation programs for risk-taking incentives
Robust	Maintain robust stock ownership guidelines applicable to executive officers
✓ Rigorous	Maintain rigorous stock retention requirements applicable to NEOsexecutive officers
✓ Policies prohibiting	Prohibit hedging of shares by NEOs,executive officers, directors and all other employees and directors

	WHAT WE DON’T DO
	✗ NEOsExecutive officers are not eligible for guaranteed bonuses
✗	No tax gross ups
✗	No excessive perquisites
	No single-trigger vesting of awards upon a change of control
	No repricing of stock options
	No liberal share recycling under our equity plan
	No liberal definition of “change of control”
	No payment of dividends on unvested equity awards

Environmental and Social Highlights

We believe strongly that companies like ours can have a profound impact and as part of our commitment to operating sustainably, we firmly believe in working collaboratively with our suppliers, customers and the communities in which we operate to accelerate the transition to a low-carbon world.

​	​Published our inaugural 2019 Sustainability Report in October 2020, increasing transparency on our continued efforts around key environmental, social and governance areas that are important to our business and stakeholders;
	​World Fuel Services CorporationAchieved |net zero carbon emissions from our operations for 2019 with the aim of further improving our processes, technologies and efficiencies every day to decarbonize our operations and achieve our long-term sustainability goals;
2016 Proxy Statement    i	Selected six United Nations Sustainable Development Goals for our initial focus in areas where we believe we can have the greatest positive impact and create the most value:

Table of Contents

In addition, our 2016 Omnibus Plan, for which we are requesting shareholder approval, in combination with certain Board policies, includes the following key features:

•

No liberal share recycling

•

95% of equity awards subject to minimum vesting requirements of one year

•

No discretionary authority to accelerate awards upon termination

•

No single-trigger vesting of awards upon a change of control

•

No repricing of options or stock appreciation rights without shareholder approval

•

No evergreen provisions

•

Limits on equity awards to non-employee directors

	Continued the development of our multi-year sustainability and corporate responsibility program designed to identify and prioritize programs, policies, risks and initiatives regarding Sustainability Matters for us and our stakeholders;
BOARD AND GOVERNANCE HIGHLIGHTS

We believe good governance is critical to achieving long-term shareholder value. The following table summarizes certain highlights of our corporate governance practices, policies and highlights. For a comprehensive discussion of our corporate governance policies, see "Corporate Governance", beginning on page 14 of this proxy statement.

		Adopted our Health, Safety and Environment Principles, a guiding framework which we believe embodies our philosophies and values for ensuring that we conduct our business in a safe and responsible manner, while engaging with our communities and working to reduce our overall impact on the natural environment;
​	​	​ Issued our Human Rights Statement outlining our strive to upholding human rights through doing business in ways that respect the rights of individuals and complies with the laws and regulations in the countries in which we operate; and
ü	Director resignation policy for all directors in uncontested elections Ensured the ü Annual electionsafety of directors ü Majority independent board ü Regular shareholder engagement on governance, compensationour employees and other issues of interest tostakeholders during the COVID-19 pandemic by implementing our shareholders ü Robust stock ownership guidelines applicable to directors ü No related party transactionsbusiness continuity and emergency response plans and maximizing remote work throughout our global offices - with our employees collaborating virtually with our customers, suppliers and each other using the information sharing tools and technology that we have invested in 2015		ü Independent lead director facilitates and strengthensthroughout the Board's independent oversight last several years. ü Independent directors meet in executive session without management present ü Strong board oversight of risk management process ü Annual board evaluations and self-assessments ü Policies prohibiting hedging of shares by directors
​	​	​

Table of Contents

Table of Contents

				Page
PROXY STATEMENT				1
QUESTIONS AND ANSWERS ABOUT OUR ANNUAL MEETING				2
I.		PROPOSAL NO. 1—ELECTION OF DIRECTORS		8
II.		CORPORATE GOVERNANCE		14
		Board Leadership Structure		14
		Lead Independent Director		15
		Shareholder Engagement		15
		Meetings		16
		Director Independence		16
		Committees of the Board		16
		Compensation Committee Interlocks and Insider Participation		19
		Corporate Governance Principles		23
		Code of Conduct		23
		Review and Approval of Related Person Transactions		24
		Board's Role in Risk Oversight		25
		Compensation of Directors		26
III.		INFORMATION CONCERNING EXECUTIVE OFFICERS		29
IV.		COMPENSATION DISCUSSION AND ANALYSIS		30
V.		PROPOSAL NO. 2—APPROVAL OF THE 2016 OMNIBUS PLAN		58
VI.		PROPOSAL NO. 3—NON-BINDING, ADVISORY VOTE ON EXECUTIVE COMPENSATION		71
VII.		PROPOSAL NO. 4—RATIFICATION OF INDEPENDENT REGISTERED CERTIFIED PUBLIC ACCOUNTING FIRM		73
VIII.		SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		76
IX.		OTHER MATTERS		79
		Section 16(a) Beneficial Ownership Reporting Compliance		79
		Shareholder Proposals for the 2017 Annual Meeting		79
		List of Shareholders Entitled to Vote at the Annual Meeting		80
		Expenses Relating to this Proxy Solicitation		80
		Communication with our Board of Directors		80
		Available Information		80
		Electronic Delivery		81
		Householding		81

Table of Contents

WORLD FUEL SERVICES CORPORATION
9800 Northwest 41st Street
Miami, Florida 33178

PROXY STATEMENT

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON THURSDAY,FRIDAY, MAY 26, 201621, 2021

The proxy materials listed below are available to you at www.proxyvote.com. You will need your 12-digit16-digit control number found on your proxy card, voter instruction form or Notice of Internet Availability to access these materials:

•

our annual report for the fiscal year ended December 31, 2015;



•

our 2016 proxy statement (including all attachments thereto);



•

the proxy card; and



•

any amendments to the foregoing materials that are required to be furnished to shareholders.

Among other things, this proxy statement contains information regarding (i) the date, time and location of the meeting; (ii) a list of the matters being submitted to theour shareholders; and (iii) information concerning voting for these matters at the meeting.

INTRODUCTION
Introduction

This proxy statement is furnished to the shareholders of World Fuel Services Corporation in connection with the solicitation of proxies by the Board of Directors, or the "Board"“Board”, for the 20162021 annual meeting of shareholders, or the "Annual Meeting"“Annual Meeting”. The terms "World Fuel", "Company," "we," "our"“Company,” “we,” “our” and "us"“us” used in this proxy statement refer to World Fuel Services Corporation and its subsidiaries unless the context otherwise requires.

We are utilizing the Securities and Exchange Commission, or SEC,“SEC”, rule allowing companies to furnish proxy materials to their shareholders over the Internet. In accordance with this rule, on or about April 12, 2016,9, 2021, we sent our shareholders, atas of the close of business on March 18, 201624, 2021, a Notice of Internet Availability of Proxy Materials for the Annual Meeting, which we refer to as the "Notice"“Notice”. The Notice contains instructions on how to access our proxy statement and annual report and vote online. If you received a Notice and would like to receive a printed copy of our proxy materials from us instead of downloading a printable version from the Internet, please follow the instructions included in the Notice for requesting such materials at no charge.

Table of Contents

What is the date, time and place of the Annual Meeting?

             Our Annual Meeting will be held on Thursday, May 26, 2016, at 8:00 a.m., Eastern Time, at our offices at 9800 Northwest 41st Street, Miami, Florida 33178.

What am I being asked to vote on and what is the Board recommendation?

             At the Annual Meeting you will be asked to vote on the following four proposals. Our Board recommendation for each of these proposals is set forth below:

             You will also be asked to consider and act upon such other business as may properly come before the Annual Meeting.

Who is entitled to vote at the Annual Meeting?

             Only holders of record of our common stock at the close of business on March 18, 2016, the record date for the Annual Meeting, are entitled to notice of, and to attend and vote at the Annual Meeting, or any postponements or adjournments of the meeting. At the close of business on the record date, 70,815,275 shares of our common stock were issued and outstanding.

Table of Contents

What is the difference between a shareholder of record and a beneficial owner?

             If your shares are registered directly in your name with our transfer agent, Wells Fargo Shareowner Services, you are considered, with respect to those shares, the "shareholder of record."

             If your shares are held by a brokerage firm, bank, trustee, other agent or record holder, each sometimes referred to as a "nominee", you are considered the "beneficial owner" of shares held in street name. The Notice has been forwarded to you by your nominee who is considered, with respect to those shares, the shareholder of record. As the beneficial owner, you have the right to direct your nominee on how to vote your shares by following their instructions for voting by telephone or on the Internet or, if you specifically request a copy of the printed materials, you may use the voting instruction card included in such materials.

What are the voting rights of our shareholders?

             Our shareholders have one vote per share of our common stock owned on the record date for each matter properly presented at the Annual Meeting. For example, if you owned 100 shares of our common stock at the close of business on March 18, 2016, you can cast 100 votes for each matter properly presented at the Annual Meeting. Holders of our common stock have no cumulative voting rights.

What constitutes a quorum?

             A quorum will be present at the Annual Meeting if holders of a majority of the issued and outstanding shares of our common stock on the record date are represented at the Annual Meeting in person or by proxy. If a quorum is not present at the Annual Meeting, we expect to postpone or adjourn the Annual Meeting to solicit additional proxies. Abstentions and broker non-votes (as described below) will be counted as shares present and entitledthey intend to vote for the purpose of determining the presence or absence of a quorum.

What are "broker non-votes" and how are they treated?

             A "broker non-vote" occurs when a bank, broker, trustee, agent or other holder of record holding shares for a beneficial owner withholds its vote on a particular proposal because that holder does not have discretionary voting power for such proposal and has not received instructions from the beneficial owner. If your broker is the shareholder of record, your broker is required to vote your shares in accordance with your instructions. If you do not give instructions to your broker, the rules of the New York Stock Exchange, or "NYSE", allow brokers the discretionary authority to vote your shares with respect to "routine" matters but not "non-routine" matters.

             The table below sets forth, for each proposal on the ballot, whether a broker can exercise discretion and vote your shares absent your instructions. If they cannot, such broker

Table of Contents

non-vote will not be counted as a vote cast and will therefore have no impact on the approval of the proposal.

             If other matters are properly brought before the Annual Meeting and they are not considered routine under the applicable NYSE rules, shares held by a bank, broker or other holder of record holding shares for a beneficial owner will not be voted on such non-routine matters by that holder unless that holder has received voting instructions. As stated above, broker non-votes are counted as present for the purpose of determining whether a quorum is present.

How are abstentions treated?

             Abstentions will not be counted as votes cast in the final tally of votes with regard to Proposals 1, 3 and 4. Therefore, abstentions will have no effect on the outcome of these proposals. Proposal 2 (Approval of the 2016 Omnibus Plan) is subject to NYSE shareholder approval rules which provide that abstentions are counted as votes cast. Therefore abstentions will have the effect of a vote "AGAINST" Proposal 2. As stated above, abstentions will be counted for the purpose of determining whether a quorum is present.

Will my shares be voted if I do not provide my proxy?

             If your shares are held in the name of a bank, broker or other holder of record, they may be voted by the bank, broker or other holder of record with respect to "routine" matters (as described above under the caption "What are "broker non-votes" and how are they treated?") even if you do not give the bank, broker or other holder of record specific voting instructions. If you are a shareholder of record and hold your shares directly in your own name, your shares will not be voted unless you provide a proxy or fill out a written ballot in person at the Annual Meeting.

How do I vote?

To Vote by Internet, Telephone or Mail:

             You can vote by proxy whether or not you attend the Annual Meeting. To vote by proxy, shareholders have a choice of voting over the Internet, by telephone or by using a traditional proxy card.

•

To vote by Internet, go to www.proxyvote.com and follow the instructions there. You will need the 12-digit control number included on your proxy card, voter instruction form or Notice.

Table of Contents

•

To vote by telephone, dial the number listed on your proxy card, your voter instruction form or Notice. You will need the 12- digit control number included on your proxy card, voter instruction form or Notice.

•

If you received a Notice and wish to vote by traditional proxy card, you can request a full set of materials at no charge through one of the following methods:



1)

By Internet: by visiting www.proxyvote.com



2)

By phone: by using the phone number listed on the Notice

             To reduce our administrative and postage costs, we ask that you vote through the Internet or by telephone, both of which are available 24 hours a day. To ensure that your vote is counted, please remember to submit your vote by 11:59 p.m. Eastern Time on Wednesday, May 25, 2016.

To Vote in Person:

             If your shares are registered in your name, you must bring a valid photo identification and deliver your completed proxy card or ballot in person.

             If you hold your shares in "street name," you will need to bring a valid photo identification to the Annual Meeting and obtain a legal proxy from your bank, broker or other nominee to vote the shares that are held for your benefit, attach such legal proxy to your completed proxy card and deliver it in person.

What vote is required for the proposals?

eight directors.

Table of Contents

How will my proxy holder vote?

             The enclosed proxy designates Michael J. Kasbar, our Chairman, President and Chief Executive Officer and Paul H. Stebbins, Chairman Emeritus, to hold your proxy and vote your shares. Messrs. Kasbar and Stebbins will vote all shares of our common stock represented by properly executed proxies received in time for the Annual Meeting in the manner specified by the holders of those shares. Messrs. Kasbar and Stebbins intend to vote all shares of our common stock represented by proxies that are properly executed by the record holder but that otherwise do not contain voting instructions as follows:

What happens if additional matters are presented at the Annual Meeting?

             Other than the items of business described above, we are not aware of any other business to be acted upon at the Annual Meeting. If you grant a proxy to the proxy holders named in the attached proxy card, such persons will vote in accordance with the recommendation of our Board, "FOR" or "AGAINST" such other matters.

Can I change my vote after I have voted?

             Voting by telephone, over the Internet or by mailing a proxy card does not preclude a shareholder from voting in person at the Annual Meeting. A shareholder may revoke a proxy, whether submitted via telephone, the Internet or mail, at any time prior to its exercise by (i) filing with our Corporate Secretary a duly executed revocation of proxy, (ii) properly submitting, either by telephone, mail or Internet, a proxy to our Corporate Secretary bearing a later date or (iii) appearing at the Annual Meeting and voting in person. Attendance at the meeting will not itself constitute revocation of a proxy.

If I plan to attend the Annual Meeting, should I still vote by proxy?

             Yes. Casting your vote in advance does not affect your right to attend the Annual Meeting. If you vote in advance and also attend the Annual Meeting, you do not need to vote again at the Annual Meeting unless you want to change your vote.

What do I need to bring with me in order to attend the Annual Meeting?

             If you are a shareholder of record, you will need to bring with you to the Annual Meeting any proxy card that is sent to you and valid photo identification. Otherwise, you will be admitted only upon other verification of record ownership at the admission counter.

             If you are the beneficial owner of shares held in street name, bring with you to the Annual Meeting your most recent brokerage statement or a letter from your bank, broker,

Table of Contents

trustee, agent or other record holder indicating that you beneficially owned shares of our common stock on March 18, 2016 and valid photo identification. We can use that to verify your beneficial ownership of common stock and admit you to the Annual Meeting.If you intend to vote at the Annual Meeting, you also will need to bring to the Annual Meeting a legal proxy from your bank, broker, trustee, agent or other holder of record that authorizes you to vote the shares that the record holder holds for you in its name.

Where can I find voting results of the Annual Meeting?

             We will announce the results for the proposals voted upon at the Annual Meeting and publish final detailed voting results in a Form 8-K filed with the SEC within four business days after the Annual Meeting.

How can I nominate directors at an Annual Meeting?

             Our By-Laws provide that a shareholder wishing to nominate a director at a shareholders' meeting must deliver written notice to our Corporate Secretary that meets the procedural and disclosure requirements set forth in our By-Laws, including disclosure of: (i) the relationship between the nominating shareholder and the underlying beneficial owner, if any, and such parties' stock holdings and derivative positions in our securities; (ii) information we deem appropriate to ascertain the nominee's qualifications to serve on the Board, including disclosure of compensation arrangements between the nominee, the nominating shareholder and the underlying beneficial owner, if any; and (iii) any other information required to comply with the proxy rules and applicable law. These requirements are more fully described in Article I, Section 7 of our By-Laws, a copy of which will be provided without charge to any shareholder upon written request to our Corporate Secretary.

What was the deadline to nominate a director for the Annual Meeting?

             According to the advance notice provisions contained in our By-Laws, any shareholder who intended to nominate a director at the Annual Meeting was required to deliver a notice to our Corporate Secretary at World Fuel Services Corporation, 9800 Northwest 41st Street, Miami, FL 33178 not less than 90 days (February 29, 2016) nor more than 120 days (February 1, 2016) prior to the anniversary date of the 2015 annual meeting of shareholders (May 29, 2016). A nomination not made in accordance with the procedures set forth in our By-Laws is void.

Who should I call with other questions?

             If you have additional questions about this proxy statement or the Annual Meeting or would like additional copies of this proxy statement or our annual report, please contact: World Fuel Services Corporation at 9800 Northwest 41st Street, Miami, Florida 33178, Attention: Corporate Secretary, Telephone: (305) 428-8000.

Table of Contents

             Nine individuals have been nominated to serve as our directors for the ensuing year and until their successors shall have been duly elected and qualified. All of such persons are presently directors.

             The persons named as proxies in the accompanying proxy card have advised management that unless authority is withheld in the proxy, they intend to vote for the election of the individuals listed as nominees in the table below. We do not contemplate that any nominee named in the table will be unable or will decline to serve. However, if any nominee is unable to serve or declines to serve, the persons named in the accompanying proxy card may vote for another person, or persons, in their discretion, unless our Board of Directors chooses to reduce the number of directors serving on the Board. In accordance with our By-Laws, the Board may consist of four to ten directors, and the Board may increase or decrease the number of directors by amending our By-Laws. The Board presently consists of nine directors.

Director Resignation Policy

             We have adopted a director resignation policy for the election of directors in an uncontested election, which is generally defined as an election in which the number of nominees does not exceed the number of directors to be elected at the meeting. In uncontested elections of directors, such as this election, any director nominee who receives a greater number of votes "withheld" from his or her election than votes "for" his or her election must promptly tender his or her resignation for consideration by the Governance Committee. The Governance Committee will recommend to the Board whether the Board should accept or reject the resignation or whether other action should be taken. The Board will publicly disclose its decision regarding the tendered resignation within 90 days after certification of the election results. The director whose resignation is under consideration will not participate in the recommendation of the Governance Committee or deliberations of the Board with respect to his or her resignation. If a director's resignation is not accepted by the Board, the director will continue to serve until the next annual meeting of shareholders or until his or her successor is duly elected and qualified, or his or her earlier resignation or removal. A copy of our director resignation policy, included in our Corporate Governance Principles, is available on our website at www.wfscorp.com. Our website and information contained on our website are not part of this proxy statement and are not incorporated by reference in this proxy statement.

Director Nominees

We believe that each of our nominees possesses the experience, skills, characteristics and qualities to fully perform his or her duties as a director and to contribute to our success. In addition, each of our nominees is being nominated because they each possess the highest standards of personal integrity, are accomplished in their field, have an understanding of the interests and issues that are important to our shareholders and are able to dedicate sufficient time to fulfilling their obligations as a director. Our nominees as a group complement each other and each other'sother’s respective experiences, skills, characteristics and qualities. For an additional discussion of the nomination process, see "The Governance Committee“Nominee Qualifications and Nominating Subcommittee"the Nomination Process” beginning on page 2023 of this proxy statement.

Table of Contents

The following table sets forth certain information with respect to each nominee standing for election to the Board. The biographies of each of the nominees and directors contain information regarding the individual'sindividual’s service as a director, business experience, director positions held currently or within the last five years, and the experience, qualifications, attributescharacteristics or skills that led to the conclusion that the individual should serve as aour director.

MICHAEL J. KASBAR

Chairman, President and
Chief Executive Officer
World Fuel Services
Corporation

AGE: 64

DIRECTOR SINCE: 1995

COMMITTEES: NONE

BACKGROUND:

●Chairman of the Board since May 2014 and has served as our President and Chief Executive Officer since January 2012.

●President and Chief Operating Officer of our company from July 2002 to December 2011.

●Chief Executive Officer of World Fuel Services Americas, Inc. (formerly Trans-Tec Services, Inc.), from January 1995 to July 2002, at the time our principal subsidiary engaged in the marine fuel services business.

●Officer, shareholder and director of Trans-Tec Services, Inc., a global marine fuel services company which Mr. Kasbar co-founded in 1985 with Mr. Stebbins, from September 1985 to December 1994.

●A member of the Company.Business Roundtable.

●First cousin of our director, Richard A. Kassar.

SKILLS & QUALIFICATIONS:

Mr. Kasbar brings to the Board a unique understanding of our strategies and operations through over 20 years of service with us and more than 30 years of experience in the fuel services business.

		Commodities Trading				Energy Industry				Information Technology
		International Operations				Management				Human Resources/Talent Management

Table of Contents

Proposal No. 1–Election of Directors

KEN BAKSHI

Managing Partner
Trishul Capital Group LLC and
Trishul Advisory Group LLC

INDEPENDENT DIRECTOR

AGE: 71

DIRECTOR SINCE: 2002

COMMITTEES:

●Compensation (Chair)

●Governance

●Sustainability & Corporate Responsibility

●Technology & Operations

●Nominating Subcommittee (Chair)

BACKGROUND:

●Managing partner of Trishul Capital Group LLC and Trishul Advisory Group LLC, two privately owned equity investment and consulting companies, since June 2003.

●Chairman of the board of directors and Chief Executive Officer of Amala Inc., a skin care products company, from April 2008 to July 2013 and Executive Chairman thereafter until June 2015.

●Chief Executive Officer of Row 2 Technologies, a software development firm he co-founded, from December 2002 to February 2006 and Vice Chairman thereafter until June 2009.

●Executive Vice President and Chief Operating Officer of Vistaar, Inc., an incubator of business-to-business internet-based marketplaces, from July 2000 to December 2002.

●Senior Vice President of Wyeth (formerly known as American Home Products Corp.), a NYSE company until 2009 when it was acquired by Pfizer, Inc., from 1998 to 2000.

●Served in various capacities with American Home Products Corp. and American Cyanamid Company, which was acquired by American Home Products Corp. in 1994, prior to 1998.

SKILLS & QUALIFICATIONS:

Mr. Bakshi brings to the Board extensive experience in private equity investments, management consulting and technology and significant international experience running operating units within large multinational publicly-traded corporations.

		Accounting and Finance				Information Technology				International Operations
		Management				Human Resources/Talent Management

JORGE L. BENITEZ

Retired Chief Executive
Officer, North America
Accenture plc

INDEPENDENT DIRECTOR

AGE: 61

DIRECTOR SINCE: 2015

COMMITTEES:

●Audit

●Governance

●Sustainability & Corporate Responsibility (Chair)

●Technology & Operations (Chair)

●Nominating Subcommittee

BACKGROUND:

●Retired from Accenture plc in September 2014 after more than 33 years of service.

●Chief Executive Officer of North America, where he had primary responsibility for Accenture’s business and operations in North America, from 2011 to 2014.

●Chief Operating Officer, Products Operating Group, the largest of Accenture’s five operating groups, from September 2006 to August 2011, where he was responsible for executing the business strategy and ensuring operational excellence across a wide set of consumer industry groups, including: automotive; air, freight and travel services; industrial equipment; and infrastructure and transportation services.

●Held various senior leadership roles and other positions since joining Accenture in 1981.

●Member of the board of directors of Fifth Third Bancorp, a Nasdaq company (FITB), since 2015, and currently serves as chairman of its technology committee and as a member of its audit committee, nominating and corporate governance committee, and its risk and compliance committee.

SKILLS & QUALIFICATIONS:

Mr. Benitez brings to the Board his extensive experience developing and executing business strategies across a range of industries, particularly air, freight and travel and transportation services, as well as significant executive experience running operating units within a large multinational publicly traded corporation and skills in implementing technology and digital solutions across a broad range of platforms.

MICHAEL J. KASBAR
​	​	​
Chairman, President and Chief Executive Officer Age: 59 Director Since: 1995Accounting/Finance				Mr. Kasbar has served as Chairman of the Board since May 2014 and has served as President and Chief Executive Officer of theCorporate Governance/Other Public Company since January 2012. From July 2002 to December 2011, he served as President and Chief Operating Officer of the Company. From January 1995 to July 2002, he served as Chief Executive Officer of World Fuel Services Americas, Inc. (formerly Trans-Tec Services, Inc.), at the time our principal subsidiary engaged in the marine fuel services business. From September 1985 to December 1994, Mr. Kasbar was an officer, shareholder and director of Trans-Tec Services, Inc., a global marine fuel services company, and its affiliated companies. Mr. Kasbar co-founded Trans-Tec Services, Inc. in 1985 and has extensive executive experience in the fuel services business. Mr. Kasbar is also a member of the Business Roundtable. Mr. Kasbar is the first cousin of Richard A. Kassar, a director of the Company.
		Mr. Kasbar brings to the Board a unique understanding of our strategies and operations through over 20 years of service to our Company and 30 years of experience in the fuel services business.
​	​	​
KEN BAKSHI
​	​	​
Director Age: 66 Director Since: 2002 Committees: • Compensation (Chairman) • Nominating Subcommittee (Chairman) • Governance • Technology and OperationsDirectorship				Mr. Bakshi has served as a director of the Company since 2002. Since June 2003, Mr. Bakshi has also been managing partner of Trishul Capital Group LLC and Trishul Advisory Group LLC, two privately-owned equity investment and consulting companies. From July 2013 to June 2015, Mr. Bakshi served as Executive Chairman of the board of directors of Amala Inc., a skin care products company. Prior to that, from April 2008 to July 2013, he was Chairman of the board of directors and Chief Executive Officer of Amala Inc. From March 2006 through June 2009, he was Vice Chairman of the board of directors of Row 2 Technologies, a software development firm he co-founded, and from December 2002 to February 2006, he was employed by Row 2 Technologies as Chief Executive Officer. From July 2000 to December 2002, he was employed as Executive Vice President and Chief Operating Officer of Vistaar, Inc., an incubator of business-to-business internet based marketplaces. From 1998 to 2000, Mr. Bakshi served as Senior Vice-President of Wyeth (formerly known as American Home Products Corp.), a NYSE company. Prior to 1998, Mr. Bakshi served in various capacities with American Home Products Corp. and American Cyanamid Company, which was acquired by American Home Products Corp. in 1994.Information Technology
		International Operations				Management				Human Resources/Talent Management

Table of Contents

Proposal No. 1–Election of Directors

SHARDA CHERWOO

Retired Senior Partner
Ernst & Young LLP

INDEPENDENT DIRECTOR

AGE: 62

DIRECTOR SINCE: 2020

COMMITTEES:

●Governance

●Sustainability & Corporate Responsibility

●Technology & Operations

BACKGROUND:

●Retired as a Senior Partner from Ernst & Young LLP (“EY”) in January 2020, after more than 37 years of service, including 28 years as a Client Service Partner with specialized industry focus in private equity, financial services, health care and emerging and disruptive technology companies.

●Launched and spearheaded EY’s Intelligent Automation program from October 2015 to January 2020, with a focus on strategic direction, governance and risk management. As part of that role, she also directed EY’s investments in robotic process automation (“RPA”) and digital transformation initiatives.

●Advised a number of Fortune 500 companies on their intelligent automation strategies, including operating models, digital and talent transformation planning, artificial intelligence and blockchain initiatives.

●Concurrently served as a Senior Advisory Partner in EY’s Private Equity practice group since 2009 and as Global Client Service Partner and Global Tax Account Leader since 1991, where she was responsible for advising on digital transformation, RPA initiatives, complex tax accounting and global tax planning, as well as mergers, acquisitions and divestitures and their impact on business and global tax strategies.

●Founding Chief Executive Officer of EY’s Global Shared Services operations in Bangalore, India, which was EY’s first global offshoring center for client-facing operations, from 2001 to 2004.

●Held various senior leadership roles and other positions since joining EY in the US in 1982 in the audit practice.

●Has been committed to mentoring and bringing innovative ideas to diversity and inclusiveness efforts, in addition to her strategic, operational and leadership roles.

●Awarded the American Business Award® Silver Stevie® Award for Most Innovative Woman of the Year in Business Services in 2018.

●Received the Gold Stevie^® Award for Innovation of the Year for her work in RPA and the 2017 Gold Best in Biz Award for Innovator of the Year in 2017.

SKILLS & QUALIFICATIONS:

Ms. Cherwoo brings to the Board her significant experience in advising companies on digital transformation initiatives and RPA strategies, including digital and talent transformation planning, artificial intelligence and blockchain initiatives, as well as substantial management experience.

		Accounting/Finance				Information Technology				International Operations
		Management				Human Resources/Talent Managements

2021 PROXY STATEMENT

11

---

Table of Contents

Proposal No. 1—Election of Directors

RICHARD A. KASSAR

Vice Chairman
Freshpet, Inc.

INDEPENDENT DIRECTOR

AGE: 73

DIRECTOR SINCE: 2002

COMMITTEES:

●Audit

●Compensation

●Governance

●Technology & Operations

BACKGROUND:

●Vice Chairman of Freshpet, Inc. (NASDAQ: FRPT) since October 2020 and prior to that, served as its Chief Financial Officer since July 2014, its President from January 2011 to July 2014 and its Chief Executive Officer from October 2006 to December 2010.

●Chief Financial Officer of Transformational CPG Acquisition Corp., a recently organized special purpose acquisition company (SPAC).

●Senior Vice President and Chief Financial Officer of The Meow Mix Company, a cat food company, from February 2002 to July 2006.

●Self-employed as a consultant to venture capital firms, advising them primarily on the acquisition of consumer brands, from May 2001 to January 2002.

●Co-President and Chief Financial Officer of Global Household Brands, a manufacturer of household products, from December 1999 to May 2001.

●Held various positions at Chock Full O’Nuts, a coffee company, from 1986 to December 1999, and most recently served as Senior Vice President and Chief Operating Officer.

●Director, member of the compensation committee and chairman of the audit committee of Vaughan Foods, Inc., a Nasdaq company until March 2010, which was sold in October 2011.

●Until March 2010, director, member of the compensation committee and chairman of the audit committee of Velocity Express, Inc., a Nasdaq company until August 2009, which was sold in November 2009.

●First cousin of Michael J. Kasbar, our Chairman, President and Chief Executive Officer.

SKILLS & QUALIFICATIONS:

Mr. Kassar brings to the Board his extensive executive experience in brand management, consumer products and corporate finance and has significant experience as a senior finance executive.

		Mr. Bakshi brings to the Board extensive experience in private equity investments, management consulting and technology and significant executive experience running operating units within large multinational publicly-traded corporations.
​	​	​
JORGE L. BENITEZ
​	​	​
Director Age: 56 Director Since: 2015 Committees: • Governance • Technology and Operations (Chairman)Accounting/Finance				Mr. Benitez has served as a director of theCorporate Governance/ Other Public Company since January 2015. Mr. Benitez retired from Accenture plc in September 2014 after more than 33 years of service, the last three years of which Mr. Benitez served as Chief Executive Officer of North America, where he had primary responsibility for Accenture's business and operations in North America. From September 2006 to August 2011, Mr. Benitez served as Chief Operating Officer, Products Operating Group, the largest of Accenture's five operating groups, where he was responsible for executing the business strategy and ensuring operational excellence across a wide set of consumer industry groups, including: automotive; air, freight and travel services; industrial equipment; and infrastructure and transportation services. Prior to that, Mr. Benitez held various senior leadership roles and other positions since joining Accenture in 1981. Mr. Benitez now serves as a director and member of the risk and compliance committee of Fifth Third Bancorp, a NASDAQ company.
		Mr. Benitez brings to the Board his extensive experience developing and executing business strategies across a range of industries, particularly air, freight and travel and transportation services, as well as significant executive experience running operating units within a large multinational publicly-traded corporation.
​	​	​
RICHARD A. KASSAR
​	​	​
Director Age: 68 Director Since: 2002 Committees: • Audit • Compensation • Governance • Technology and OperationsDirectorship				Mr. Kassar has served as a director of the Company since 2002. Mr. Kassar is the Chief Financial Officer of Freshpet Company, a NASDAQ company [FRPT] since July 2014 and is currently a principal of Go7Brands, LLC, a brand management company, where he also serves as Senior Vice-President and Chief Financial Officer. Previously, Mr. Kassar had served as President of Freshpet Company from January 2011 to July 2014 and as Chief Executive Officer from October 2006 to December 2010. From February 2002 to July 2006, Mr. Kassar was the Senior Vice President and Chief Financial Officer of The Meow Mix Company, a cat food company. From May 2001 to January 2002, he was self-employed as a consultant to venture capital firms, advising them primarily on the acquisition of consumer brands. From December 1999 to May 2001, Mr. Kassar was employed as Co-President and Chief Financial Officer of Global Household Brands, a manufacturer of household products. From 1986 to December 1999, he was employed by Chock Full O'Nuts, a coffee company, in various positions, and most recently served as Senior Vice President and Chief Operating Officer. Mr. Kassar also served as a director, member of the compensation committee and chairman of the audit committee of Vaughan Foods, Inc., a NASDAQ company until March 2010, which was sold in October 2011. Until March 2010, Mr. Kassar also served as a director, member of the compensation committee and chairman of the audit committee of Velocity Express, Inc., a NASDAQ company until August 2009, which was sold in November 2009. Mr. Kassar is the first cousin of Michael J. Kasbar, our Chairman, President and Chief Executive Officer.Investment Banking/ Capital Markets

JOHN L. MANLEY

Retired Partner
Deloitte & Touche LLP

INDEPENDENT DIRECTOR

AGE: 72

DIRECTOR SINCE: 2010

COMMITTEES:

●Audit (Chair)

●Governance

●Technology & Operations

BACKGROUND:

●Retired from Deloitte & Touche LLP in 2009 after more than 27 years as a partner.

●Managing Partner of Deloitte’s Northeast Region Audit and Enterprise Risk Services Practice from 2006 to 2009.

●Founded and was the National Director of Deloitte’s Regulatory Consulting Practice, which included practices in financial services, health care, government contracting, energy and utilities.

●Had seven years of regulatory experience with the SEC and the Commodity Futures Trading Commission, or CFTC, in various positions, including serving as the Chief Accountant and Director of the Division of Trading and Markets of the CFTC, before joining Deloitte.

●Director and Chairman of the audit committee of UBS Trust Company N.A. from 2013 to August 2015.

●A Certified Public Accountant on inactive status.

SKILLS & QUALIFICATIONS:

Mr. Manley brings to the Board extensive executive management, financial reporting, risk management and regulatory experience.

​

​

​World Fuel Services Corporation|2016 Proxy Statement    10 Accounting/Finance

Commodities Trading

Corporate Governance/ Other Public Company Directorship

---

Table of Contents

Legal and Regulatory

Management

12	WORLD FUEL SERVICES CORPORATION

---

Table of Contents

Proposal No. 1—Election of Directors

STEPHEN K. RODDENBERRY

Partner
Akerman LLP

LEAD INDEPENDENT DIRECTOR

AGE: 72

DIRECTOR SINCE: 2006

COMMITTEES:

●Compensation

●Governance (Chair; Presiding Director)

BACKGROUND:

●Partner in the law firm of Akerman LLP where he has been employed as an attorney since 1988.

●Advises clients in corporate compliance and governance issues, public and private securities transactions, mergers and acquisitions, and private equity investments.

SKILLS & QUALIFICATIONS:

Mr. Roddenberry brings to the Board extensive experience in private equity, mergers and acquisitions, investment management, venture capital, public finance and securities.

		Mr. Kassar brings to the Board his extensive executive experience in brand management, consumer products and corporate finance and has significant experience as a senior finance executive.
​	​	​
MYLES KLEIN
​	​	​
Director Age: 77 Director Since: 1995 Committees: • Audit • GovernanceCorporate Governance/ Other Public Company Directorship				Mr. Klein has served as aInvestment Banking/ Capital Markets				Legal and Regulatory

PAUL H. STEBBINS

Chairman Emeritus
World Fuel Services Corporation

INDEPENDENT DIRECTOR

AGE: 64

DIRECTOR SINCE: 1995

COMMITTEES:

●Sustainability & Corporate Responsibility

BACKGROUND:

●Our Chairman Emeritus since May 2014 and prior to that, our Executive Chairman, from January 2012 to May 2014.

●Chairman and Chief Executive Officer of our Company from July 2002 to December 2011.

●President and Chief Operating Officer of our Company from August 2000 to July 2002.

●President and Chief Operating Officer of World Fuel Services Americas, Inc. (formerly Trans-Tec Services, Inc.), from January 1995 to August 2000, at the time our principal subsidiary engaged in the marine fuel services business.

●Officer, shareholder and director of Trans-Tec Services, Inc., a global marine fuel services company, which Mr. Stebbins co-founded in 1985 with Mr. Kasbar, from September 1985 to December 1994.

●Member of the board of directors of First Solar, Inc., a Nasdaq company, since December 2006 and currently serves as the chairman of the nominating and governance committee and a member of the audit and compensation committees.

●A member of the Board of Advisors of the Amigos de las Americas Foundation of Houston, Texas (amigosinternational.org) and Board of Directors of Silkroad founded by Yo-Yo Ma (silkroad.org).

●A founding member of FixUS (FixUSNow.org), an organization committed to engaging citizens to better understand and address the nation’s growing divisions, dysfunction and distrust in our political system and also a member of Patriots and Pragmatists, the Democracy Funders Network and the Council on Foreign Relations.

SKILLS & QUALIFICATIONS:

Mr. Stebbins brings to the Board a unique understanding of our strategies and operations through over 20 years of service to our Company and more than 30 years of experience in the fuel services business.

		Accounting/Finance				Commodities Trading				Corporate Governance/ Other Public Company since February 1995. Mr. Klein is a Certified Public Accountant. From 1971 until 1985, Mr. Klein was a partner in the international accounting and auditing firm of Grant Thornton. Subsequent to 1985, Mr. Klein practiced as Myles Klein, P.A. or Klein & Barreto, P.A. until July 2006 when he sold his accounting practice to Klein, Mendez & Rothbard, LLC.Directorship
		Mr. Klein brings to the Board over 35 years of experience advising a broad range of clients in corporate finance, tax and accounting matters and significant experience in the management of accounting firms. Energy Industry				International Operations				Investment Banking/ Capital Markets
​	​	​

​ Management

​

​World Fuel Services Corporation|2016 Proxy Statement    11

---

Table of Contents

Human Resources/ Talent Management

JOHN L. MANLEY2021 PROXY STATEMENT
​	​	​
Director13 Age: 67 Director Since: 2010 Committees: • Audit (Chairman) • Governance • Technology and Operations		Mr. Manley has served as a director of the Company since October 2010. Mr. Manley retired from Deloitte & Touche LLP in 2009 after more than 27 years as a partner, the last three years of which Mr. Manley was Managing Partner of Deloitte's Northeast Region Audit and Enterprise Risk Services Practice. Mr. Manley founded and was the National Director of Deloitte's Regulatory Consulting Practice, which included practices in financial services, health care, government contracting, energy and utilities. Before joining Deloitte, Mr. Manley had seven years of regulatory experience with the SEC and the Commodity Futures Trading Commission, or CFTC, in various positions, including serving as the Chief Accountant and Director of the Division of Trading and Markets of the CFTC. Mr. Manley served as a director and Chairman of the audit committee of UBS Trust Company N.A. from 2013 to August 2015. Mr. Manley is a Certified Public Accountant, on inactive status.
		Mr. Manley brings to the Board extensive executive management, financial reporting, risk management and regulatory experience.
​	​	​
J. THOMAS PRESBY
​	​	​
Director, Lead Independent Director Age: 76 Director Since: 2003 Committees: • Audit • Governance • Nominating Subcommittee		Mr. Presby has served as a director of the Company since February 2003. Mr. Presby retired in 2002 as a partner in Deloitte Touche Tohmatsu, an accounting and consulting firm. At Deloitte, Mr. Presby held numerous positions in the U.S. and abroad, including the posts of Deputy Chairman and Chief Operating Officer. Mr. Presby now serves as a director and chairman of the audit committee of Exam Works Group, Inc. and as a director of First Solar, Inc., where he chaired the audit committee for ten years. In addition, Mr. Presby served as a director and chairman of the audit committee of Invesco Ltd. from November 2005 to May 2015, of Tiffany & Co. from November 2003 to May 2012, and of American Eagle Outfitters from December 2005 until January 2011. Mr. Presby also previously served as a director and chairman of the audit committees of Greenpoint Financial Corp., Practice Works Inc., TurboChef Technologies, Inc. and the German Marshall Fund of the United States. He previously served as a trustee of Rutgers University and Montclair State University. Mr. Presby is a Certified Public Accountant and a holder of the NACD Certificate of Director Education. Mr. Presby was named one of the top 100 directors of 2011 by the NACD.
		Mr. Presby brings to the Board extensive experience in finance and accounting as well as significant management experience in the U.S. and abroad.
​	​	​

---

​

​

​World Fuel Services Corporation|2016 Proxy Statement    12

---

Table of Contents

STEPHEN K. RODDENBERRY
​	​	​
Director Age: 67 Director Since: 2006 Committees:		Mr. Roddenberry has served as a director of the Company since June 2006. Mr. Roddenberry is a partner in the law firm of Akerman LLP where he has been employed as an attorney since 1988.
• Governance (Chairman; Presiding Director) • Compensation		Mr. Roddenberry brings to the Board extensive experience in private equity mergers and acquisitions, investment management, venture capital, public finance and securities.
​	​	​
PAUL H. STEBBINS
​	​	​
Chairman Emeritus Age: 59 Director Since: 1995		Mr. Stebbins has served as Chairman Emeritus since May 2014 and has served as a director of the Company since June 1995. Prior to his appointment as Chairman Emeritus, from January 2012 to May 2014, Mr. Stebbins served as Executive Chairman of the Board. From July 2002 to December 2011, he served as Chairman of the Board and Chief Executive Officer of the Company and, from August 2000 to July 2002, he served as President and Chief Operating Officer. From January 1995 to August 2000, Mr. Stebbins served as President and Chief Operating Officer of World Fuel Services Americas, Inc. (formerly Trans-Tec Services, Inc.), at the time our principal subsidiary engaged in the marine fuel services business. From September 1985 to December 1994, Mr. Stebbins was an officer, shareholder and director of Trans-Tec Services, Inc., a global marine fuel services company, which Mr. Stebbins co-founded in 1985. In December 2006, Mr. Stebbins joined the board of directors of First Solar, Inc., a NASDAQ company, and currently serves as the chairman of the nominating and governance committee and a member of the audit and compensation committees. Mr. Stebbins is a member of the Board of Trustees of the Amigos de las Americas Foundation of Houston, Texas (amigosinternational.org) and Board of Directors of The Silk Road Project founded by Yo-Yo Ma (silkroadproject.org). Mr. Stebbins is also a member of the leadership council of Fix The Debt Campaign (fixthedebt.org) and serves on the Energy Security Leadership Council of S.A.F.E. (Securing America's Future Energy—secureenergy.org).
		Mr. Stebbins brings to the Board a unique understanding of our strategies and operations through over 20 years of service to our Company and 30 years of experience in the fuel services business.
​	​	​

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE ELECTION OF EACH OF THE ABOVE DIRECTOR NOMINEES.

​

​

​World Fuel Services Corporation|Corporate Governance2016 Proxy Statement    13

---

Table of ContentsBoard and Committee Governance

II.         CORPORATE GOVERNANCE

Board Leadership Structure

The Board regularly considers the appropriate leadership structure for the Companyus and does not have a formal policy with respect to the separation of the positions of Chief Executive Officer and Chairman of the Board. Rather, the Board believes that different Board leadership structures may be appropriate for the Companyus at different times, and that it should have the flexibility to make this decision based on its evaluation of current circumstances. When making this decision, the Board considers factors such as:

•

●the person filling each role;



●

•

the presence of a lead independent director and the person in that role;

●

•

the composition, independence, and effectiveness of the entire Board; and

●

•

other corporate governance structures in place; andplace.

•

the Company's management succession plan.

Mr. Kasbar currently serves as Chairman of the Board in addition to his role as President and Chief Executive Officer. Our Board believes that our Chief Executive Officer is in the best position to most effectively serve as the Chairman of the Board given that he has the primary responsibility for managing the Company'sour day-to-day operations and therefore has a detailed and in-depth knowledge of the issues, opportunities and challenges facing the Companyus and its businesses.our business. The Board also believes that the Chief Executive Officer serving as Chairman of the Board further promotes information flow between management and the Board and enhances the quality of the Board'sBoard’s overall decision-making process.

In making its decision to combine the roles of Chief Executive Officer and Chairman of the Board, the Board considered that its leadership structure was appropriate given the following strong governance structures and processes that are in place to ensure the independence of the Board, eliminate conflicts of interest and prevent the dominance of the Board by senior management:

•

●the presence of, and the responsibilities and authority of, the Board'sBoard’s strong lead independent director;



●

•

the composition of the Board, which includes a super-majority of independent non-management directors;

Table of Contents

Corporate Governance

Lead Independent Director

Our independent directors annually elect our lead independent director is elected annually by the independent directors and has duties consistentdirector. Consistent with best practices, including:our lead independent director:

•

presiding●presides at all meetings of the Board at which the Chairman of the Board is not present, including executive sessions of the independent directors at which the Chairman of the Governance Committee is not present;directors;

●



•

servingserves as a liaison between the Chairman of the Board and the independent directors;