World Fuel Services Corporation

(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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	(1)DATE AND TIME Thursday, June 15, 2023 8:00 a.m., Eastern Time		Title of each class of securities to which transaction applies:
LOCATION New York Marriott Downtown 85 West Street New York, New York 10006		(2)	RECORD DATE Shareholders of record at the close of business on April 17, 2023 are entitled to notice of, and to vote at, the meeting and any adjournment thereof.

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This proxy summary highlights information contained elsewhere in this proxy statement and does not contain all information that you should review and consider. Please read the entire proxy statement with care before voting.		The affirmative WORLD FUEL SERVICES CORPORATION 9800 Northwest 41st Street Miami, Florida 33178

2023 Annual Meeting

Date and Time Thursday, June 15, 2023, at 8:00 a.m. Eastern Time

Place New York Marriott Downtown, 85 West Street, New York, New York 10006

Record Date April 17, 2023

Voting Each share of common stock outstanding at the close of business on April 17, 2023 has one vote on each matter that is properly submitted for a vote at the Annual Meeting.

Proposals and Board Recommendation

1	Approval of Amendment to Articles of Incorporation to Change Our Name to “World Kinect Corporation”			FOR		page 9
2	Election of Directors			FOR each Director Nominee		page 12
3	Advisory Vote on Executive Compensation			FOR		page 72
4	Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation			FOR the Option of EVERY 1 YEAR		page 73
5	Ratification of PricewaterhouseCoopers LLP as Our Independent Registered Certified Public Accounting Firm for the 2023 Fiscal Year			FOR		page 74

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Proxy Summary

Who We Are – Connecting the World

DIVERSE ENERGY SOLUTIONS

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Proxy Summary

2022 Financial and Operational Results

One of the core principles of our strategy has been to build a complementary portfolio of businesses with a common operating model to deliver ratable and recurring revenue and returns, while preserving capabilities for us to add value during market volatility and supply chain challenges as they emerge in markets from time to time. We believe that the last few years have demonstrated that the world is changing at an accelerated pace where resiliency is a critical element necessary to succeed in an increasingly turbulent world. For us, 2022 proved to be an extraordinary example of just that. While our Aviation segment experienced extreme headwinds in the first half of the year from unprecedented market backwardation, our Marine segment was able to capitalize on the price volatility and deliver record gross profit growth, while our Land segment delivered strong volume and gross profit growth as our acquisition of Flyers Energy Group, LLC ("Flyers Energy") provided an integral element in our strategy of driving greater ratability and scale in our North American land business. As a result, we were able to deliver strong financial performance during 2022 and believe that we have positioned ourselves for long-term sustainable value creation for our shareholders and other stakeholders.

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Proxy Summary

Board of Directors

We believe that our Board has the right blend of experiences and skills, balancing the importance of continuity with diverse perspectives, aligned with long-term growth objectives to lead us on our transformation strategy. Our Board’s skills balance the needs of current business, global operations and long-term transformation strategy. Our Board committees, with all independent members, oversee our risk management programs and our business initiatives to ensure that these are aligned with our business strategy, while our dedicated Sustainability & Corporate Responsibility Committee oversees our ESG programs, policies and risks. For 2023, our director nominees are as follows:

Director Nominees

Name and Primary Occupation		Independent	Age	Director Since	Diverse Director*	Committee Membership
						A	C	G	S	T
	Michael J. Kasbar Chairman, President and Chief Executive Officer World Fuel Services Corporation		66	1995
	Ken Bakshi Managing Partner Trishul Capital Group LLC and Trishul Advisory Group LLC		73	2002
	Jorge L. Benitez Retired Chief Executive Officer, North America Accenture plc		63	2015
	Sharda Cherwoo Retired Senior Partner Ernst & Young LLP		64	2020
	Richard A. Kassar Vice Chairman Freshpet, Inc.		76	2002
	John L. Manley Retired Partner Deloitte & Touche LLP		74	2010
	Stephen K. Roddenberry Partner Akerman LLP		74	2006
	Jill B. Smart President Emeritus, National Academy of Human Resources		63	2021
	Paul H. Stebbins Chairman Emeritus World Fuel Services Corporation		66	1995

A – Audit	S – Sustainability & Corporate Responsibility	Chair
C – Compensation	T – Technology & Operations	Members
G – Governance	* – Includes women and ethnic minorities

Board Snapshot

Independence of the Board	Age Diversity of Independent Directors	Average Tenure of Independent Directors	Gender Diversity of Independent Directors

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Proxy Summary

Shareholder Engagement

Environmental, Social and Governance

At World Fuel Services, we strongly believe that companies like ours can have a profound impact. 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 advance the energy transition. We also seek to lead by example in all that we do – not only in the energy transition, but also furthering broader societal goals in areas such as health and safety, human rights, diversity, equity and inclusion, as well as helping one another and giving back to our communities.

Recent Highlights

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Proxy Summary

2022 Executive Compensation Highlights

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 and other stakeholders. In 2022, our Compensation Committee, in consultation with its compensation consultants, made significant changes to the Company’s annual and long-term incentive compensation programs to better align with our peers and market practices and to reward long-term shareholder value creation. Pursuant to the new program, our prior annual incentive that was previously paid in cash and equity was reduced as a percentage of target total direct compensation (“TDC”) and became payable only in cash. We also decided to eliminate equity based on annual performance and shifted instead to long-term equity, with awards split 70% based on 3-year financial performance metric and 30% based on service. As a result, a significant percentage of the TDC granted to our NEOs is highly contingent upon our future operating results and stock price.

Target Compensation Mix

CHIEF EXECUTIVE OFFICER	AVERAGE OF OTHER NEOS

Executive Compensation Practices

Our Compensation Committee seeks to align our compensation practices with strong corporate governance practices. As reflected below, we believe that robust corporate governance practices are integrated into our 2022 executive compensation program.

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	1 AMENDMENT TO ARTICLES OF INCORPORATION — CHANGING OUR NAME TO WORLD KINECT CORPORATION
	Our corporation’s name is set forth in Article I of our Articles of Incorporation, as amended (our “Articles”). Florida law requires that almost all amendments to a corporation’s articles of incorporation, including an amendment that only changes the corporation’s name, require approval of shareholders. Consequently, for the reasons set forth in this Proposal 1, we are asking shareholders to approve an amendment to our Articles changing our corporate name. On March 24, 2023, our Board adopted a resolution approving an amendment, as set forth in the Articles of Amendment (the “Articles of Amendment”), which amends Article I of our Articles to change our name to “World Kinect Corporation” (the “Amendment”) and recommending that the Amendment be submitted to shareholders for approval. Our Board believes that this name better reflects the company we are today and the role we aspire to play in the global energy transition. Based on the reasons set forth in this Proposal 1, our Board believes that the Amendment is in the best interests of our shareholders. VOTE REQUIRED Approval of the Amendment, as set forth in the Articles of Amendment, requires the approval of the holders of a majority of the votes cast onshares outstanding and entitled to vote at the proposal is required for the ratification of the appointment of PwC as our independent auditor for the 2020 fiscal year.Annual Meeting.
Approval of the 2020 Omnibus Plan	THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE APPROVAL OF THE ARTICLES OF AMENDMENT, WHICH CHANGE OUR NAME TO “WORLD KINECT CORPORATION.”	The affirmative vote of a majority of the votes cast on the proposal is required for the approval of the 2020 Omnibus Plan.

Charting our Future to Sustainable Growth – With a Name that Reflects Who We Are and Where We Are Going

OUR EVOLUTION
From our inception, the core of our business has been providing fuel and related services for our customers, principally in the aviation, land and marine transportation industries. However, over the last several decades our corporate strategy has evolved and we now offer a broad range of products and solutions across the energy spectrum. We now provide a host of energy-related solutions, including energy advisory services, sustainability, carbon management and renewable energy solutions, such as on-site solar and power purchase agreements. We have also expanded our supply fulfillment capabilities to include renewable fuels, such as renewable diesel and sustainable aviation fuel, as well as natural gas and power. To better serve the needs and enhance the experience of our customers and suppliers, we have also invested in various technologies and expanded our digital offerings to create opportunities for us to engage with our counterparties through various channels.

Our aim through these actions has been to expand our energy solution-oriented capabilities around the globe to be able to continue to provide our customers with superior service in our existing activities, while also expanding our solutions to include a diverse range of products and services that extend beyond our core fuel offerings. As the demand for low-carbon energy and digital services continues to increase in the future, our corporate strategy is also evolving as low and zero-carbon energy sources and technologies become more readily available and affordable in the future. In the meantime, we will continue to focus on serving the needs of our customers today through low-cost tailored fuel, energy and digital solutions and help them transition to a sustainable future.

Within the context laid out above, we are therefore proposing to change our corporate name from World Fuel Services Corporation to World Kinect Corporation.

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Proposal No. 1—Amendment to Articles of Incorporation - Changing Our Name to World Kinect Corporation

HowOUR VISION FOR THE FUTURE
With respect to the global energy transition, our vision is to meet our customers’ needs today by providing comprehensive energy solutions and meeting their short and long-term sustainability and emissions reduction goals. A significant number of our customers operate in many of the hardest-to-abate sectors, particularly in areas such as long-distance air travel and road transport, as well as international shipping and air cargo. Due to the significant amount of energy needed to move these types of aircraft, vehicles and vessels, our customers will my proxy holder vote?
likely continue to require conventional and lower-carbon fuels for some time until low and zero-carbon alternatives become more readily available and affordable.

That said, these customers are making strong sustainability commitments and are adapting to ever-changing regulations and incentives to transition to lower-carbon fuels and other forms of energy. We are participating in various aspects of our customers’ energy transition, including setting sustainability strategies, enabling the measurement and tracking of emissions, as well as providing access to renewable forms of energy. As part of our near-term energy transition strategy to support our existing customer base, we are working with our suppliers to increase the availability of renewable and lower-carbon fuels, as well as expand our supply chains to provide our customers with greater access to alternative fuels and renewable energy. We are also growing our current offering of sustainability solutions, including decarbonization and energy efficiency advisory services, carbon footprint reporting, on-site solar and other renewable energy alternatives, as well as carbon offsets and renewable energy certificates. We will also look to further expand our offerings into adjacent services and solutions as new alternatives and technologies emerge.

On the digital front, we aspire to engage more deeply with our customers and their value chains through the use of technology, which we believe will enable us to deliver greater value, improve the ratability of our lower-carbon revenue sources and deliver enhanced returns for our shareholders and other stakeholders. We will do this by expanding our portfolio of digital offerings to our aviation, land and marine customers and suppliers, and introducing innovative digital solutions that can support a wider audience as we expand our own offerings. We are also implementing advanced technologies that integrate our processes and make us easier to do business with, as well as create greater operating efficiencies.

CORPORATE NAME
We believe that changing the name of our parent corporation is the natural evolution of where we are today and where we intend to go in the future. We believe that our corporate identity must evolve to include our strategic direction as not only a global distributor of fuels and related services and solutions but also a trusted partner for all our customers’ energy-related digital and sustainability needs. Consequently, we believe that changing our name to “World Kinect Corporation” is the next step in our own journey and more accurately reflects how we see our company’s transition to a sustainable future.

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Proposal No. 1—Amendment to Articles of Incorporation - Changing Our Name to World Kinect Corporation

EFFECTS OF THE NAME CHANGE
If the name change amendment is approved by shareholders, the name change will be effective when the Articles of Amendment is filed with the Secretary of State of the State of Florida. If the proposed amendment is approved, Article I of our Articles of Incorporation will be amended and restated in its entirety to read as follows:

ARTICLE I

Name
The enclosed proxy designates Michael J. Kasbar,name of the Corporation is World Kinect Corporation

No other changes to the Articles will be included in the Articles of Amendment. The name change will not have any effect on the rights of our Chairman, Presidentexisting shareholders.

Our common stock is currently listed for trading on the NYSE under the symbol "INT". If the amendment is approved and Chief Executive Officer and Paul H. Stebbins, Director and Chairman Emeritus, to hold your proxy and vote your shares. Messrs. Kasbar and Stebbins will vote all shares ofthe name change becomes effective, our common stock represented by properly executed proxies received in time forwill continue to be listed on the Annual Meeting in the manner specified by the holders of those shares. Messrs. Kasbar and Stebbins intend to vote all shares ofNYSE. We expect that our common stock represented

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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 presentedwill begin trading under a new NYSE symbol, "WKC", which we have already reserved, at the Annual Meeting?
time we effect our name change.

              Other thanIf the itemsname change becomes effective, the rights of business described above, we areshareholders holding certificated shares under currently outstanding stock certificates and the number of shares represented by those certificates will remain unchanged. The name change will not awareaffect the validity or transferability of any other businesscurrently outstanding stock certificates nor will shareholders be required to exchange outstanding stock certificates for new stock certificates as a result of the name change. After the name change, all newly issued and transferred shares will be acted upon atheld in direct registration accounts and, together with uncertificated shares currently held in direct registration accounts, will bear the Annual Meeting. name "World Kinect Corporation."

If you grant a proxy to the proxy holders named inname change is not approved, the attached proxy card, such personsproposed Articles of Amendment will vote in accordance withnot be made and the recommendationname 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 withCompany and 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.

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, trustee, agent or other record holder indicating that you beneficially owned shares ofticker symbol for trading our common stock on March 30, 2020 and valid photo identification. We can usethe NYSE will remain unchanged. In making this recommendation, our Board is retaining the ability to, without further vote by our shareholders, delay or abandon the proposed name change at any time if the Board concludes that to verify your beneficial ownership of common stock and admit you tosuch action would be in 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 resultsbest interests of the Annual Meeting?

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

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.shareholders.

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I.            PROPOSAL NO. 1—	2 ELECTION OF DIRECTORS
	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 nominees 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 identified as nominees below. We do not contemplate that any nominee named below 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 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.
	THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF THE BELOW DIRECTOR NOMINEES.

              Eight 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 nominees are presently directors. One of our existing independent directors, Mr. Stephen J. Gold will not be standing for re-election to the Board following the Annual Meeting.

              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 identified as nominees below. We do not contemplate that any nominee named below 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 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 and will be reduced to eight following the Annual Meeting.

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 "Nominee“Nominee Qualifications and the Nomination Process"Process” beginning on page 2228 of this proxy statement.

The following 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, and the qualifications, attributescharacteristics or skills that led to the conclusion that the individual should serve as our director.

		MICHAEL J. KASBAR				Age: 63		Director Since: 1995
		Chairman, President and Chief Executive Officer World Fuel Services Corporation AGE:
66 DIRECTOR SINCE: 1995 COMMITTEES: NONE
		Background:
		Mr. Kasbar has served as BACKGROUND: ●Chairman of the Board since May 2014 and has served as our President and Chief Executive Officer since January 2012. From ●President and Chief Operating Officer of our company from July 2002 to December 2011, he served as our President and Chief Operating Officer. From January 1995 to July 2002, he served as 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. From September 1985 to December 1994, Mr. Kasbar was an officer, ●Officer, shareholder and director of Trans-Tec Services, Inc., a global marine fuel services company and its affiliated companies.which Mr. Kasbar co-founded Trans-Tec Services, Inc. in 1985 and has extensive executive experience in the fuel services business.with Mr. Kasbar is also aStebbins, from September 1985 to December 1994. ●A member of the Business Roundtable. Mr. Kasbar is the first ●First cousin of our director, Richard A. Kassar.
		Skills SKILLS & Qualifications:
		QUALIFICATIONS: Mr. Kasbar brings to the Board a unique understanding of our strategies and operations through over 2025 years of service with us and more than 3035 years of experience in the fuel services business.

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Proposal No. 2—Election of Directors

		KEN BAKSHI				Age:70		Director Since: Managing Partner Trishul Capital Group LLC and Trishul Advisory Group LLC INDEPENDENT DIRECTOR AGE: 73 DIRECTOR SINCE: 2002
		Independent DirectorCOMMITTEES:
		Committees:		●Compensation (Chair), ●Governance ●Sustainability & Corporate Responsibility ●Technology & Operations and ●Nominating Subcommittee (Chair)
		Background:
		Since June 2003, Mr. Ken (Kanwaljit) Bakshi has been managing BACKGROUND: ●Managing partner of Trishul Capital Group LLC and Trishul Advisory Group LLC, two privately owned equity investment and consulting companies. From July 2013 tocompanies, since 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 2003. ●Chairman of the board of directors and Chief Executive Officer of Amala Inc. From March 2006 through, a skin care products company, from April 2008 to July 2013 and Executive Chairman thereafter until June 2009, he was Vice Chairman of the board of directors2015. ●Chief Executive Officer 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 and Vice Chairman thereafter until June 2009. ●Executive Vice President and Chief Operating Officer of Vistaar, Inc., an incubator of businessbusiness-to-business internet-based marketplaces, from July 2000 to business internet-based marketplaces. From 1998 to 2000, Mr. Bakshi served as 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. ●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.
		Skills SKILLS & Qualifications:
		QUALIFICATIONS: Mr. Bakshi brings to the Board extensive experience in private equity investments, management consulting and technology and significant executiveinternational experience running operating units within large multinational publicly tradedpublicly-traded corporations.

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Proposal No. 2—Election of Directors

		JORGE L. BENITEZ				Age:60		Director Since: Retired Chief Executive Officer, North America Accenture plc INDEPENDENT DIRECTOR AGE: 63 DIRECTOR SINCE: 2015
		Independent DirectorCOMMITTEES:
		Committees:		●Audit ●Governance ●Sustainability & Corporate Responsibility (Chair), ●Technology & Operations (Chair) and ●Nominating Subcommittee
		Background:
		Mr. Benitez retired BACKGROUND: ●Retired from Accenture plc in September 2014 after more than 33 years of service, the last three years of which Mr. Benitez served as service. ●Chief Executive Officer of North America, where he had primary responsibility for Accenture'sAccenture’s business and operations in North America. From September 2006America, from 2011 to August 2011, Mr. Benitez served as 2014. ●Chief Operating Officer, Products Operating Group, the largest of Accenture'sAccenture’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. Prior to that, Mr. Benitez held ●Held various senior leadership roles and other positions since joining Accenture in 1981. In 2015, Mr. Benitez joined ●Member of the board of directors of Fifth Third Bancorp a Nasdaq company [FITB](NASDAQ: FITB), since 2015, and currently serves as its chairman of theits technology committee and as a member of its audit committee, nominating and corporate governance committee and its risk and compliancefinance committee.
		Skills SKILLS & Qualifications:
		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.corporation and skills in implementing technology and digital solutions across a broad range of platforms.

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Proposal No. 2—Election of Directors

		SHARDA CHERWOO				Age:61		Director Since: Retired Senior Partner Ernst & Young LLP INDEPENDENT DIRECTOR AGE: 64 DIRECTOR SINCE: 2020
		Independent DirectorCOMMITTEES:
		Committees:		●Audit ●Governance ●Sustainability & Corporate Responsibility and ●Technology & Operations
		Background:
		Ms. Cherwoo retired BACKGROUND: ●Retired as a Senior Partner from Ernst & Young LLP ("EY"(“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. Since ●Launched and spearheaded EY’s Intelligent Automation program from October 2015 Ms. Cherwoo launched and spearheaded EY's Intelligent Automation program,to January 2020, with a focus on strategic direction, governance and risk management. As part of that role, she also directed EY'sEY’s investments in robotic process automation ("RPA"(“RPA”) and digital transformation initiatives. She also 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. Ms. Cherwoo concurrently served as a Senior Advisory Partner in EY's Private Equity practice group since 2009 and as a 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. From 2001 to 2004, Ms. Cherwoo served as the founding ●Founding Chief Executive Officer of EY'sEY’s Global Shared Services operations in Bangalore, India, which was EY'sEY’s first global offshoring center for client-facing operations. Prioroperations, from 2001 to that, Ms. Cherwoo held various senior leadership roles2004. ●Appointed member of the board of directors of The Carlyle Group Inc. (NASDAQ: CG) and other positions since joining EY inits audit committee, effective as of June 1, 2023. ●Member of the US in 1982 inboard of directors of Doma Holdings, Inc. (NYSE: DOMA), from August 2021 until January 2023 and served as a member of the audit practice.
		In addition to her strategic, operational and leadership roles, Ms. Cherwoo has been committed to mentoring and bringing innovative ideas to diversity and inclusiveness efforts. In 2018, she was awarded the American Business Award® Silver Stevie® Award for Most Innovative Woman& risk committee. ●Member of the Year in Business Services; in 2017, she receivedboard of directors of World Quantum Growth Acquisition Corp. (NYSE: WQGA), from August 2021 until February 2023 and served as the Gold Stevie® Award for Innovationchair of the Year for her work in RPAaudit committee, as well as a member of the compensation and nominating and corporate governance committees. ●Member of the advisory board of Land O’Lakes Inc., a member-owned agricultural cooperative, since December 2020 and currently serves on the audit & risk committee and the 2017 Gold Best in Biz Award for Innovatorpolicy committee. ●Member of the Year.
		Skillsboard of directors of the International House of New York, a nonprofit board, since June 2008, and serves as the chair of the audit committee. ●Serves on the nonprofit boards of Tax Analysts and the National Association of Corporate Directors - New York Chapter. ●Certified Public Accountant on active status. SKILLS & Qualifications:
		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.

2023 PROXY STATEMENT

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Proposal No. 2—Election of Directors

		RICHARD A. KASSAR				Age:72		Director Since: Vice Chairman Freshpet, Inc. INDEPENDENT DIRECTOR AGE: 76 DIRECTOR SINCE: 2002
		Independent DirectorCOMMITTEES:
		Committees:		●Audit ●Compensation ●Governance and ●Technology & Operations
		Background:
		Mr. Kassar is the BACKGROUND: ●Vice Chairman of Freshpet, Inc. (NASDAQ: FRPT) since October 2020, and served as its Interim Chief Financial Officer of Freshpet Company, a Nasdaq company [FRPT] sincefrom September 2022 to December 2022, its Chief Financial Officer from July 2014 and is currently a principal of Go7Brands, LLC, a brand management company, where he also serves as Senior Viceto October 2020, its President and Chief Financial Officer. Previously, Mr. Kassar had served as President of Freshpet Company from January 2011 to July 2014 and asits Chief Executive Officer from October 2006 to December 2010. From February 2002 to July 2006, Mr. Kassar was the ●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 May 2001company, from February 2002 to January 2002, he was self-employedJuly 2006. ●Self-employed as a consultant to venture capital firms, advising them primarily on the acquisition of consumer brands. From December 1999 tobrands, from May 2001 Mr. Kassar was employed as to January 2002. ●Co-President and Chief Financial Officer of Global Household Brands, a manufacturer of household products. Fromproducts, from December 1999 to May 2001. ●Held various positions at Chock Full O’Nuts, a coffee company, 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, ●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, ●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 ●First cousin of Michael J. Kasbar, our Chairman, President and Chief Executive Officer.
		Skills SKILLS & Qualifications:
		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.

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Proposal No. 2—Election of Directors

		JOHN L. MANLEY				Age:71		Director Since: Retired Senior Partner Deloitte & Touche LLP INDEPENDENT DIRECTOR AGE: 74 DIRECTOR SINCE: 2010
		Independent DirectorCOMMITTEES:
		Committees:		●Audit (Chair), ●Governance and ●Technology & Operations
●Nominating Subcommittee
		Background:
		Mr. Manley retired BACKGROUND: ●Retired from Deloitte & Touche LLP in 2009 after more than 27 years as a partner, the last three years of which Mr. Manley was partner. ●Managing Partner of Deloitte'sDeloitte’s Northeast Region Audit and Enterprise Risk Services Practice. Mr. Manley foundedPractice from 2006 to 2009. ●Founded and was the National Director of Deloitte'sDeloitte’s Regulatory Consulting Practice, which included practices in financial services, health care, government contracting, energy and utilities. Before joining Deloitte, Mr. Manley had ●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 directorCFTC, before joining Deloitte. ●Director and Chairman of the audit committee of UBS Trust Company N.A. from 2013 to August 2015. Mr. Manley is a ●A Certified Public Accountant on inactive status.
		Skills SKILLS & Qualifications:
		QUALIFICATIONS: Mr. Manley brings to the Board extensive executive management, financial reporting, risk management and regulatory experience.

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		STEPHEN K. RODDENBERRY				Age:71		Director Since: Partner Akerman LLP LEAD INDEPENDENT DIRECTOR AGE: 74 DIRECTOR SINCE: 2006
		Independent Director, Lead Independent DirectorCOMMITTEES:
		Committees:		●Compensation and ●Governance (Chair; Presiding Director)
		Background:
		Mr. Roddenberry has served as our director since June 2006. Mr. Roddenberry is a partner BACKGROUND: ●Partner in the law firm of Akerman LLP where he has been employed as an attorney since 1988. Mr. Roddenberry advises ●Advises clients in corporate compliance and governance issues, public and private securities transactions, mergers and acquisitions, and private equity investments.
		Skills SKILLS & Qualifications:
		QUALIFICATIONS: Mr. Roddenberry brings to the Board extensive experience in private equity, mergers and acquisitions, investment management, venture capital, public finance and securities.

2023 PROXY STATEMENT

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Proposal No. 2—Election of Directors

JILL B. SMART Retired Chief Human Resources Officer Accenture plc President Emeritus National Academy of Human Resources INDEPENDENT DIRECTOR AGE: 63 DIRECTOR SINCE: 2021 COMMITTEES: ●Compensation ●Governance

BACKGROUND: ●Retired from Accenture plc in 2014 after more than 33 years of global professional services. ●Chief Human Resources Officer at Accenture plc from 2004 to 2014. ●President Emeritus of the National Academy of Human Resources since 2023, after having served as its President from 2015 to 2023. ●Member of the board of directors of EPAM Systems Inc. (NYSE: EPAM), a global product development and platform engineering services company, since 2016 and currently serves as the chair of the compensation committee. ●Member of the board of directors of HireRight Holdings Corporation (NYSE: HRT), a provider of on-demand employment background checks and screening, since 2018 and currently serves as a member of the compensation committee. ●Member of the board of directors of AlixPartners, a results-driven global management consulting firm that specializes in helping businesses address their most complex and critical challenges, since 2018. ●Member of the advisory board of Cerity Partners, an SEC-registered investment advisor and wealth management firm, since 2018. ●Member of the board of Alexander Mann Solutions (AMS), a recruiting process outsourcing firm, from 2015 until its sale in 2018. ●Member of the advisory board of JB Training Solutions, a Chicago-based learning and employee development company, from 2017 through 2019. ●Founder and CEO of JBSmart Consulting, LLC, where she provides HR advisory and coaching services. SKILLS & QUALIFICATIONS: Ms. Smart brings to the Board extensive experience in consulting, organizational transformation and human resources.

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Proposal No. 2—Election of Directors

		PAUL H. STEBBINS				Age:63		Director Since:1995
		Independent Director, Chairman Emeritus World Fuel Services Corporation INDEPENDENT DIRECTOR
		Committees:		AGE: 66 DIRECTOR SINCE: 1995 COMMITTEES: ●Sustainability & Corporate Responsibility
		Background:
		Prior to his appointment as BACKGROUND: ●Our Chairman Emeritus since May 2014 and prior to that, our Executive Chairman, from January 2012 to May 2014, Mr. Stebbins served as2014. ●Chairman and Chief Executive ChairmanOfficer of the Board. Fromour Company from July 2002 to December 2011, he served as our Chairman of the Board2011. ●President and Chief ExecutiveOperating Officer and,of our Company from August 2000 to July 2002, he served as our President and Chief Operating Officer. From January 1995 to August 2000, Mr. Stebbins served as 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. From September 1985 to December 1994, Mr. Stebbins was an officer, ●Officer, shareholder and director of Trans-Tec Services, Inc., a global marine fuel services company, which Mr. Stebbins co-founded in 1985. In1985 with Mr. Kasbar, from September 1985 to December 2006, Mr. Stebbins joined1994. ●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. Mr. Stebbins is a ●A member of the Board of Advisors of the Amigos de las Americas Foundation of Houston, Texas (amigosinternational.org) and member of the Board of DirectorsAdvisors of The Silk Road ProjectSilkroad founded by Yo-Yo Ma (silkroadproject.org)(silkroad.org). Mr. Stebbins is a founding ●Founding member of FixUSFixUSNow (FixUSNow.org) and also a member of the leadership council of Fix The Debt Campaign (fixthedebt.org) and the Council on Foreign Relations.
		SkillsRelations (CFR.org). SKILLS & Qualifications:
		QUALIFICATIONS: Mr. Stebbins brings to the Board a unique understanding of our strategies and operations through over 2025 years of service to our Company and more than 3035 years of experience in the fuel services business.

2023 PROXY STATEMENT

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

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II.          CORPORATE GOVERNANCE	Corporate Governance

Board and Committee Governance

Board Leadership Structure

The Board regularly considers the appropriate leadership structure for us 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 us 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.

●	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.

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 our day-to-day operations and therefore has a detailed and in-depth knowledge of the issues, opportunities and challenges facing us and our businesses.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 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's strong lead independent director;



•

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



•

the composition of the Board's standing committees, which are comprised of, and chaired solely by, independent non-management directors;



•

the fact that the independent non-management directors meet in regular executive sessions without management present to discuss the effectiveness of our management, the quality of the Board meetings and any other issues and concerns; and



•

the fact that all Board members have unrestricted access to management and outside advisors.

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●	the presence of, and the responsibilities and authority of, the Board’s strong lead independent director;
●	the composition of the Board, which includes a super-majority of independent non-management directors;
●	the composition of the Board’s standing committees, which are composed of, and chaired solely by, independent non-management directors;
●	the fact that the independent non-management directors meet in regular executive sessions without management present to discuss, among other things, the effectiveness of our management, the quality of the Board meetings and any other issues and concerns; and
●	the fact that all Board members have unrestricted access to management and outside advisors.

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Lead Independent Director

Our independent directors annually elect our lead independent director.Lead Independent Director. Consistent with best practices, our lead independent director:Lead Independent Director:

•

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



•

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



•

reviews Board meeting agendas and schedules to assure that there is sufficient time for discussion of all agenda items;



•

has the authority to call meetings of the independent directors;



•

if requested by major shareholders, ensures that he is available for consultations and direct communication;



•

has the authority to retain outside advisors and consultants who report directly to the Board; and



•

consults with and assists the Chief Executive Officer in accomplishing his objectives as the Chief Executive Officer deems appropriate.

●	presides at all meetings of the Board at which the Chairman of the Board is not present, including executive sessions of the independent directors;
●	serves as a liaison between the Chairman of the Board and the independent directors;
●	reviews Board meeting agendas and schedules to assure that there is sufficient time for discussion of all agenda items;
●	has the authority to call meetings of the independent directors;
●	if requested by major shareholders, ensures that he or she is available for consultations and direct communication;
●	has the authority to retain outside advisors and consultants who report directly to the Board; and
●	consults with and assists the Chief Executive Officer in accomplishing his or her objectives as the Chief Executive Officer deems appropriate.

Currently, Mr. Roddenberry serves as our lead independent director.Lead Independent Director. The Board believes that having a lead independent director benefits us and our shareholders by providing leadership and an organizational structure for the independent directors.

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Corporate Governance

Shareholder Engagement

We regularly engage with our shareholders to better understand their perspectives on our Company, including our business strategies, financial performance, and matters of corporate governance and executive compensation. This dialogue has helped inform the Board'sBoard’s decision-making processes and ensure our interests remain well-aligned with those of our shareholders. In recent years, these engagements have covered governance issues, such as majority voting, board leadership and director nomination processes, and compensation and capital allocation policies. During 2019,

In addition to our ongoing engagement activities, during 2022 we interactedalso conducted an engagement focused on our environmental, social and governance (“ESG”) initiatives, including climate-related risks and opportunities, our executive compensation program, including the transformational awards we granted to our NEOs and senior leadership, which we discuss later in this proxy statement in “Compensation Discussion & Analysis.”

The table below discusses our shareholder engagement activities and some of the actions we have taken in the past few years as a result of the feedback we received from our shareholders. We believe that these engagements provide valuable feedback and insight to shareholders' perspectives on key topics, which is shared regularly with the 18 largest holders of our common stock, representing approximately 50% percent of our outstanding shares. Board and its committees.

Utilized multiple outreach formats to engage shareholders on a broad range of issues. As a result during 2022 we engaged with: >60% Common Stock Outstanding held by Shareholders with whom we initiated engagement ~ 85%Common Stock held by Top 20 Shareholders with whom we held meetings Shareholder Engagement meetings on Governance and Compensation are led by independent directors.

As a result of the feedback we received from our shareholders over the last few years, we have, among other things: ✓adopted a director resignation policy for uncontested elections; ✓enhanced our disclosure regarding our director nomination process and the combined skills of our Board; ✓amended our Governance Committee charter and Corporate Governance Principles to better reflect the Board’s perspective and existing practice regarding the inclusion of diverse candidates in our director nomination process; ✓modified our executive compensation programs to shift the total direct compensation (TDC) payable to our NEOs by increasing the portion of TDC payable in equity and the portion of TDC that is long-term performance based to enhance shareholder alignment; ✓amended our CEO’s legacy employment agreement to eliminate the modified single-trigger and the evergreen provision; and ✓expanded our disclosures regarding our ESG principles and practices through, among other things, publishing our Sustainability Report and Task Force on Climate-Related Financial Disclosures report.

We believe that these engagements provide valuable feedback and this feedback is shared regularly with the Board and its relevant committees. As a result of the feedback we received from our shareholders in the past few years, we have, among other things:

•

adopted a director resignation policy for all directors in uncontested elections;



•

enhanced our disclosure regarding our director nomination process and the combined skills of our Board;



•

amended our Governance Committee charter and Corporate Governance Principles to better reflect the Board's perspective and existing practice regarding the inclusion of diverse candidates in the director nomination process; and



•

modified our long-term incentive compensation programs to enhance predictability and shareholder alignment.

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Meetings

During 2019,2022, the Board met fourfive times. Each director attended at least 75% of the aggregate of the total number of meetings of the Board and the total number of meetings held by each of the Board committees on which he or she served. In addition, it is our policy that each director should attend all meetings of shareholders, absent extenuating circumstances. All of our directors thatwho were standing for election at the 20192022 annual meeting of shareholders attended the meeting.

All of our independent directors meet in executive session (without management present) during each scheduled Board meeting and at other times as they may deem necessary. Mr. Roddenberry currently serves as the Presiding Director over all executive sessions of the independent directors.

Director Independence

Our Corporate Governance Principles require that a majority of our directors meet the standards for independence required by the NYSE listing standards of the NYSE.standards. In addition, members of our Audit Committee must meet the independence standards for audit committee members adopted by the SEC. Members of the Audit Committee must also have no relationship with us that interferes with their exercise of independent judgment. Members of our Compensation Committee must meet the definition of "non-employee director"“non-employee director” contained in Rule 16b-3 ofunder the Securities Exchange Act of 1934, as amended (the "Exchange Act"“Exchange Act”) and meet the independence requirements under the NYSE listing standards. The Board may also consider other factors in making its determination that a director has no material relationship with us that could compromise that director'sdirector’s independence.

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Corporate Governance

Our Corporate Governance Principles provide that no more than two members of management shall serve on the Board. Mr. Kasbar is the only member of management currently serving on our Board. All of our other directors, Messrs. Bakshi, Benitez, Gold, Kassar, Manley, Presby, Roddenberry and Stebbins, and Ms.Mses. Cherwoo and Smart, are independent of us and our management under NYSE listing standards, and all of our Audit Committee members and Compensation Committee members are independent under the standards applicable to membership in such committees. In making this determination, our Board considered that Mr. Kassar is the first cousin of Mr. Kasbar, and the Board determined that the familial relationship between Messrs. Kasbar and Kassar was not material because it would not adversely affect Mr. Kassar'sKassar’s ability to exercise his independent judgment as our director. Mr. Kasbar is deemed not deemed to be an independent director because of his employment relationship with us and therefore he is precluded from sitting on any of our committees.

Annual Board and Committee Self-Evaluations

              Each year, ourOur Board and its committees conduct self-evaluations to ensure they are performing effectively and to identify opportunities to improve Board and committee performance. The Governance

Based on the results of these evaluations, as well as ongoing feedback provided by directors, our Board’s practices have evolved over time through the implementation of enhancements such as: changes to committee composition and oversight responsibilities, additional presentations on specified topics, identification of focus areas for continuing education, and refinements to board meeting materials and presentation format.

2022 Self-Evaluation Process

For 2022, the Board decided to utilize individual interviews for the self-evaluation process and Mr. Rodenberry, our Lead Independent Director, interviewed each other Board member to solicit his or her evaluation of Board, Committee annually reviews the formatand individual director effectiveness, Board education, timing and scope of our Board's evaluation process in light of general corporate governance developments and best practices and recommends changes it believes are appropriate. Each chair of our Board's committees also reviews and updates, as appropriate, a separate self-evaluation of committee performance, which ismaterials provided to the members of each committee for commentBoard and feedback. OnceCommittee as well as other factors affecting Board dynamics. The Lead Independent Director then reviewed the format and content of the evaluation is approved, a Board self-assessment is conducted under the oversight ofresults with the Governance Committee, and for each committee, led by the committee chair. As partcomposed of the assessment, a written questionnaire is circulated which is designed to solicit feedback on a range of issues, including Board and committee structure, process and dynamics, the flow of information from management, and agenda topics. The feedback received from the evaluations is discussed during a review session led by the Governance Committee and the individual committees, as appropriate.

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              In addition to these annual self-assessments, the Board evaluates and modifies its oversight of our business operations on an ongoing basis. During their executive sessions,all the independent directors, consider agenda topics that they believe deserve additional focus and raise new topics to be addressedwith each Committee in future meetings.early 2023.

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Corporate Governance

Corporate Governance Principles

The Board has adopted Corporate Governance Principles, which are amended from time to time to incorporate certain current best practices in corporate governance. The Corporate Governance Principles describe our corporate governance practices and policies and provide a framework for our Board governance. The topics addressed in our Corporate Governance Principles include, among other things:

•

Role

●the role of the lead independent director;



•

DirectorLead Independent Director;

●director independence;

•

Director

●director qualifications, functions and tenure;

•

Committees

●committees of the Board;

•

Director

●director orientation and continuing education;

•

Management

●management development and succession planning;

•

Director

●director resignation policy in uncontested elections; and

•

Director

●director compensation.

Our Corporate Governance Principles are available on our website at www.wfscorp.com by clicking on Investor Relations and then Corporate Governance. Copies of this document may also be obtained by any shareholder, without charge, by writing to our Corporate Secretary.

Committees of the Board

Our Board has five standing committees: the Audit Committee, the Compensation Committee, the Governance Committee, the Sustainability & Corporate Responsibility Committee and the Technology & Operations Committee. The following table illustrates the current membership of each of our Board'sBoard’s committees, which are composed entirely of independent directors:

DIRECTOR			AUDIT	COMPENSATION	GOVERNANCE	SUSTAINABILITY & CORPORATE RESPONSIBILITY	TECHNOLOGY & OPERATIONS
		Ken Bakshi Managing Partner Trishul Capital Group LLC and Trishul Advisory Group LLC
		Jorge L. Benitez Retired Chief Executive Officer, North America Accenture plc
		Sharda Cherwoo Retired Senior Partner Ernst & Young LLP
		Richard A. Kassar Vice Chairman Freshpet, Inc.
		John L. Manley Retired Partner Deloitte & Touche LLP
		Stephen K. Roddenberry Partner Akerman LLP
		Jill B. Smart President Emeritus, National Academy of Human Resources
		Paul H. Stebbins Chairman Emeritus World Fuel Services Corporation
Director		Audit		Compensation		Governance		Sustainability & Corporate Responsibility		Technology & Operations

Ken Bakshi Chair				Chair
Jorge L. Benitez								Chair		Chair
Sharda Cherwoo
Stephen J. Gold
Richard A. Kassar
John L. Manley		Chair
Stephen K. Roddenberry						Chair
Paul H. Stebbins										Member

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              As discussed above, Mr. Gold will not be standing for re-election at the 2020 Annual Meeting, thus the size of the Governance Committee will be reduced to six members and the size of the Technology & Operations Committee will be reduced to five members.

Each of the Board'sBoard’s committees operates under a written charter adopted by our Board whichthat addresses the purpose, duties and responsibilities of the committee. Each committee reviews its charter at least annually and recommends charter changes to the Board as appropriate. During 2019, each of the committees in existence at the time reviewed and revised its charter. The Sustainability & Corporate Responsibility Committee was formed in March 2020 and its initial charter was adopted by the Board upon the committee's inception. A current copy of each committee charter can be found on our website at www.wfscorp.com by clicking on Investor Relations and then Corporate Governance.

2023 PROXY STATEMENT

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Corporate Governance

AUDIT COMMITTEE							Meetings in 2022: 9
Members:
AUDIT COMMITTEE
Members: John L. Manley (Chair)		Jorge L. Benitez		Sharda Cherwoo		Richard A. Kassar Meetings in 2019: 10
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ResponsibilitiesPRIMARY RESPONSIBILITIES The Audit Committee's responsibilities include: • overseeing ●Oversees and reviewingreviews the financial reporting process, and the integrity of our financial statements and related financial information; • reviewinginformation. ●Reviews the effectiveness, internal control environment and systems of our internal audit function. ●Reviews the qualifications, performance and independence and approving the appointment and compensation of our independent auditors; • reviewing with our independent auditors, the results of the audit engagement, including a review of the consolidated financial statements and other matters required to be discussed under the standards of the Public Company Accounting Oversight Board; • reviewing the effectiveness of our internal audit function as well as our internal control environment and systems; • approvingapproves all audit and permitted non-audit services to be provided by our independent auditors; • discussingauditors. ●Reviews and discusses with management and our independent auditors our major financial risksrisk exposures, and the policies and practices management has established to managemonitor and control such risks; • togetherexposures. ●Together with the Technology & Operations Committee, reviewingreviews our cybersecurity and related information technology risks, controls and procedures, including data protection and privacy and our plans to mitigate cybersecurity risks and to respond to data breaches; • monitoringbreaches. ●Monitors and reviewingreviews our compliance with applicable laws and regulations and our Code of Conduct;Conduct, and • establishing also establishes procedures for: (i) the receipt, retention, andfor treatment of employee complaints we receive from our employees regardingand concerns about accounting, internal accounting controls and auditing matters; and (ii) the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters. INDEPENDENCE AND FINANCIAL EXPERTISE

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		​		Independence and Financial Expertise The Board reviewed the background, experience and independence of the Audit Committee members and based on this review, the Board determined that each member of the Audit Committee: • Committee meets the NYSE listing standards and SEC requirements for independence with respect to audit committee members; • members, is financially literate, knowledgeable and qualified to review financial statements;statements and • qualifies as an "audit“audit committee financial expert"expert” under the SEC rules.
		​		The charter provides that a member of the Audit Committee shall not simultaneously serve on the audit committees of more than two other public companies unless the Board determines that simultaneous service would not impair the ability of the member to effectively serve on the Audit Committee. None of the members of our Audit Committee currently serve on the audit committees of more than two other public companies.

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Corporate Governance

COMPENSATION COMMITTEE							Meetings in 2022: 7
Members:
	Ken Bakshi (Chair)		Richard A. Kassar		Stephen K. Roddenberry		Jill B. Smart
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COMPENSATION COMMITTEE
Members:PRIMARY RESPONSIBILITIES Ken Bakshi (Chair) Richard A. Kassar Stephen K. Roddenberry Meetings in 2019: 7		​		Responsibilities The Compensation Committee's responsibilities include: • reviewing ●Reviews and approvingapproves annually the goals and objectives relevant to the compensation of our CEO, and, based upon recommendations of our CEO, our other executive officers; • evaluatingofficers. ●Establishes compensation levels, evaluates performance and approves the performancecompensation of our CEO and, other executive officers in light of such goals and objectives; • establishing the compensation levels of our CEO and our other executive officers, including long-term incentive compensation, based on this evaluation, and approving the compensation of other executive officers based upon recommendations of our CEO; • reviewingCEO, our other executive officers. ●Reviews and makingmakes recommendations to the Board with respect to stock option, equity basedequity-based and incentive compensation plans and the administration ofadministering such plans; • establishing and monitoring our executive officers' compliance with stock retention and ownership requirements; • approvingplans. ●Approves any employment, severance and consulting arrangements with executive officers; • reviewingofficers. ●Reviews annually a risk assessment of our compensation policies and practices with respect to all employees, including NEOs;

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our NEOs.

		​		• reviewing●Reviews and discussingdiscusses with management the Compensation Discussion and Analysis included in our annual proxy statement and recommendingrecommends such inclusion to the Board; • reviewing and recommending to the Board the frequency with which we conduct advisory shareholder votes on executive compensation; • reviewingBoard. ●Reviews the results of any advisory shareholder votes on executive compensation and consideringconsiders whether to recommend adjustments to our executive compensation policies and practices as a result of such votes;
		​		• votes. ●Reviews management reports about our human capital management policies and strategies regarding recruiting, retention, talent development, career progression and, together with the Governance Committee, consideringconsiders management development and succession; and • making recommendations to the Board onsuccession. ●Recommends non-management director compensation including stock ownership requirements.
		​		to the Board. IndependenceINDEPENDENCE The Board reviewed the background, experience and independence of the Compensation Committee members and based on this review, the Board determined that each member of the Compensation Committee is independent and a non-employee pursuant to: • to NYSE listing standards;standards and • Rule 16b-3 ofunder the Exchange Act.
		​		In affirmatively determining the independence of each Compensation Committee member, the Board considers all factors specifically relevant to determining whether such director has a relationship with us or any of our subsidiaries which is material to such director'sdirector’s ability to be independent from management in connection with the duties of a compensation committee member, including, but not limited to: (i) the source of compensation of such director, including any consulting, advisory or other compensatory fee paid by us to such director; and (ii) whether such director is affiliated with us, a subsidiary of ours or an affiliate of one of our subsidiaries. The Compensation Committee may form and delegate authority to subcommittees when appropriate. Compensation Committee Interlocks and Insider ParticipationCOMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION None of the members of the Compensation Committee was at any time during 20192022 an officer or employee of our Company. None of our executive officers serves as a member of the board of directors or compensation committee of any other entity that has one or more executive officers serving as a member of our Board or Compensation Committee.
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2023 PROXY STATEMENT

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Corporate Governance

GOVERNANCE COMMITTEE								Meetings in 2022: 4
Members:
GOVERNANCE COMMITTEE
Members: Stephen K. Roddenberry (Chair) Ken Bakshi Jorge L. Benitez Sharda Cherwoo Stephen J. Gold Richard A. Kassar John L. Manley Meetings in 2019: 4	The Governance Committee meets in executive session (without management present) in connection with each scheduled Board meeting and at other times as it deems necessary.
		Stephen K. Roddenberry (Chair)		Ken Bakshi		Jorge L. Benitez		Sharda Cherwoo
			Richard A. Kassar		John L. Manley		Jill B. Smart
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ResponsibilitiesPRIMARY RESPONSIBILITIES The Governance Committee's responsibilities include: • recommending ●Recommends to the Board criteria for Board membership and the size and composition of the Board; • identifyingBoard, and reviewing individuals qualified to become members of the Board; • reviewing thereviews qualifications of persons nominated by the Governance Committee and by our shareholders pursuant to our By-Laws; • recommending to the Board, the director nominees for the annual meeting of shareholders and to fill vacancies and newly created directorships; • recommendingrecommendation to the Board the members to serve on each Board committee; • recommending performance criteria for the Board and reviewingBoard. ●Reviews the procedures, effectiveness and performance of the Board as a whole, the individual directors and the Board's committees; • recommending to the Board whether to accept or reject a director resignation, or take other action, where a director receives a greater number of "withheld" than "for" votes in an uncontested election; • recommendingBoard’s committees. ●Annually reviews our Corporate Governance Principles and committee charters. ●Recommends overall compensation for directors; • annually reviewing our corporate governance principles and committee charters; • leading the annual performance evaluation of the Board and its committees; • reviewing and, if appropriate, approving related person transactions;
		​		• annually evaluatingdirectors. ●Annually evaluates the performance of theour NEOs and discussingdiscusses any changes to the executives'executives’ compensation recommended by the Compensation Committee;Committee, and • together with the Compensation Committee, consideringconsiders management development and succession.

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●Oversees and reviews our environmental, social and governance activities and related policies.

INDEPENDENCE

		​		Independence The Board reviewed the background, experience and independence of the Governance Committee members and based on this review, the Board determined that each member of the Governance Committee meets the independence requirements of the NYSE'sNYSE listing standards. Nominating SubcommitteeNOMINATING SUBCOMMITTEE The Nominating Subcommittee was formed by the Governance Committee to assist the Governance Committee with identifying and recruiting qualified candidates for Board membership. The Nominating Subcommittee, which does not have a separate committee charter, consists of twothree of the members at largemembers-at-large of the Governance Committee, currently Messrs. Benitez, Manley and Bakshi, who serves as Chair.

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Corporate Governance

SUSTAINABILITY & CORPORATE RESPONSIBILITY COMMITTEE							Meetings in 2022: 4
Members:
	Jorge L. Benitez (Chair)		Ken Bakshi		Sharda Cherwoo		Paul H. Stebbins Meetings in 2019: Not applicable, as the committee was formed in March 2020.
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ResponsibilitiesPRIMARY RESPONSIBILITIES The responsibilities of the Sustainability & Corporate Responsibility Committee include: • reviewing ●Reviews and providingprovides input on management'smanagement’s strategy, policies, goals, and integration of Sustainability Matters into strategic and tactical business activities across the Company, including monitoring our performance with respect to create long-term shareholder valueSustainability Matters and sustainable growth; • overseeingprogress on established goals. ●Oversees internal and external communications and disclosures to stakeholders regarding our position on, reporting of, or approach to significant Sustainability Matters, including by reviewing, as appropriate, disclosuresMatters. ●Oversees and other communications to stakeholders; • overseeing and providingprovides input to management on our identification, assessment and management of risks associated with Sustainability Matters such as climate change and its impact on us and our business; • considering, analyzingbusiness. ●Considers, analyzes and providingprovides input on significant public issues, trends, regulation and legislation regarding Sustainability Matters that are pertinent to us and our stakeholders; • reviewing the goals that we may publish from time to time for our performance with respect to Sustainability Matters and monitoring our progress against those goals;

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Matters.

		​		• reviewing, overseeing and providing input to management on the Company's policies, strategies and programs related to Sustainability Matters; and • reviewing●Reviews our charitable giving policies and programs and receivingreceives reports from management on charitable contributions made by us, directly and through any foundations, that are in support of our goals regarding Sustainability Matters. IndependenceINDEPENDENCE The Board reviewed the background, experience and independence of the Sustainability & Corporate Responsibility Committee members and based on this review, the Board determined that each member of the committee meets the independence requirements specified in its charter.

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TECHNOLOGY & OPERATIONS COMMITTEE					Meetings in 2022: 4
Members:
	Jorge L. Benitez (Chair)		Ken Bakshi		Sharda Cherwoo Stephen J. Gold		Richard A. Kassar		John L. Manley Meetings in 2019: 5
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ResponsibilitiesPRIMARY RESPONSIBILITIES The Technology & Operations Committee's responsibilities include: • reviewing ●Reviews and discussingdiscusses with management the financial, tactical and strategic benefits of significant technology and operations projects and initiatives, andincluding our progress on such projects and initiatives; • reviewinginitiatives, and as appropriate, makingmakes recommendations to the Board regarding significant technology investments in support ofinvestments. ●Reviews and discusses our technology strategy; • reviewing and discussingoperations policies. ●Reviews and discusses with management our programs relating to business continuity and disaster recovery, as well as other risks related to technology and operations initiatives, including regulatory environmental and other significant technology-related risks; and • consultingrisks. ●Consults with the Audit Committee regarding technology and operations systems and processes that relate to or affect our internal control systems, information security, data protection and privacy, fraud and cybersecurity risks, including assisting in the review of cybersecurity risks against our risk management methodologies and the steps taken to monitor and control such exposures. IndependenceINDEPENDENCE The Board reviewed the background, experience and independence of the Technology & Operations Committee members and based on this review, the Board determined that each member of the committee meets the independence requirements specified in its charter.

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Corporate Governance

Director Nomination Process

Nominee Qualifications and the Nomination Process

The Governance Committee believes that the Board should collectively possess a broad range of skills, knowledge, business experience and diversity of backgrounds that provides effective oversight of our business. The Governance Committee has established a matrix of skills and experience which it has determined would be beneficial to have represented on our Board based on a number of factors, including our current operating requirements, business strategy, and the long-term interests of our shareholders. The following table highlights certain of the skills and experience of our Board (additional details are set forth in their individual biographies beginning on page 7 of this proxy statement):

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              The Board'sBoard’s objective is to maintain a diverse membership that can best further the success of our business and represent shareholder interests through the exercise of sound judgment using its diversity of experience and perspectives. The Governance Committee periodically assesses the skills, characteristics and experience required of directors, comparing our needs in Board composition and the individual skills, characteristics and experience of our directors. This assessment enables the Governance Committee to update the skills, characteristics and experience it seeks in the Board, as a whole and in individual directors, as our needs evolve over time in order to maintain a balance of knowledge, experience and capabilities. We are committed to seeking diversity and balance among directors of race, gender, geography, thought, viewpoints, backgrounds, skills, experience, and expertise. As our business transforms, we have continued to pursue ways to adapt and prosper from the ever-changing landscape and our Governance Committee has sought to expand the perspectives of our Board to provide us guidance and insight on this evolution.

As part of our ongoing board refreshment efforts, we have elected three new directors since 2015. In conducting each of these director searches, our Governance Committee considered the leadership, technical skills and operational experience that we believed would address the Board’s then current needs. For each of these searches, we utilized the services of a resultprofessional recruiter who was instructed to conduct an extensive search to (1) identify candidates with the leadership, skills and experience targeted by the NCG Committee from, among other areas, the traditional corporate environment (including different stakeholders in the industry), government, academia, private enterprise, non-profit organizations, and professions such as accounting, finance, marketing, human resources, and legal services and (2) ensure that the pool of candidates included diverse candidates with a particular focus on race and gender diversity. We believe that this board refreshment process has successfully allowed us to identify candidates who bring valuable viewpoints, backgrounds, skills, experience, and expertise, while also expanding the racial and gender diversity of our Board. Our two most recent nominations for the Board –Ms. Cherwoo in 2020 and Ms. Smart in 2021 – are illustrative of that effort. Ms. Cherwoo, brought to our Board her extensive experience in advising companies on digital transformation initiatives, including digital and talent transformation planning, as well as substantial management experience and Ms. Smart brought to our Board extensive experience in organizational transformation and human resources, and we believe that the experiences and insight of these two new directors are, and will continue to be valuable as we implement our transformation strategy.

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Corporate Governance

BOARD OF DIRECTORS SKILLS MATRIX
The matrix below sets forth the skills and experience that our Governance Committee has determined would be beneficial to have represented on our Board based on a number of factors, including our current operating requirements and business strategy, and the relevance of such periodic assessment, the Governance Committee evaluates current directors and potential director nominees and will recommend any changes to Board size or composition that it believes is necessary to create a balanced and effective Board.

              To the extent that the Governance Committee believes that specific skillsskill or experience needs to be added to the Board, the committee initiates a search for a Board nominee, seeking input from board members and senior management.our long-term value creation. The Governance Committee may retain professional search firms to identify director candidates and maintains the authority to approve the fees and other retention terms of any such firm. The criteria for evaluating director nominees takes into account the candidate's intellect, integrity, judgment,skills, experience and background including diversity, such as race, genderof each of our directors and ethnicity, as well other factors deemed appropriatethe characteristics that our Governance Committee and our Board identified in adding value to the composition of the Board, such as public service. Further, asconnection with his or her nomination is set forth in the director’s or director nominee’s biography which starts on page 12 of this proxy statement:

	SKILLS AND QUALIFICATIONS
	ACCOUNTING/FINANCE To provide insight and guidance on financial reporting, internal controls, our capital structure and financial transactions
	COMMODITIES TRADING To understand and advise on the fuel price risk management aspect of our operations
	CORPORATE GOVERNANCE / OTHER PUBLIC COMPANY DIRECTORSHIP To ensure a solid background and knowledge necessary to understand oversight and governance roles
	ENERGY INDUSTRY To provide insight and guidance on navigating and capitalizing on market dynamics in the energy industry
	INFORMATION TECHNOLOGY To assess the best tools to enhance business operations and customer experience
	INTERNATIONAL OPERATIONS To aid in the oversight of our extensive global operations
	INVESTMENT BANKING CAPITAL MARKETS To evaluate our investment and capital raising strategies
	LEGAL AND REGULATORY To understand and evaluate the complex regulatory environment in which our business operates and our legal risks and obligations
	MANAGEMENT To oversee the leadership and performance of our senior management
	HUMAN CAPITAL/TALENT MANAGEMENT To understand and provide valuable insight into attracting, motivating, developing and retaining top talent and manage succession

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Corporate Governance Principles, the Governance Committee is committed to actively seeking highly qualified women and minority candidates, as well as candidates with diverse backgrounds, skills and experiences, as part of the search process for new director candidates. The Governance Committee believes that it has been able to attract and appoint directors of diverse backgrounds in the past using these criteria.

1 SEARCH FOR A BOARD NOMINEE To the extent that the Governance Committee believes that specific skills, characteristics or experience needs to be added to the Board, the Governance Committee initiates a search for a Board nominee, seeking input from board members and senior management.

2 PROFESSIONAL SEARCH FIRMS The Governance Committee may retain professional search firms to identify director candidates and maintains the authority to approve the fees and other retention terms of any such firm.

3 CRITERIA FOR EVALUATING NOMINEES The criteria for evaluating director nominees takes into account the candidate’s intellect, integrity, judgment, experience and background, including diversity, such as race, gender and ethnicity, as well other factors deemed appropriate in adding value to the composition of the Board.

4 DIVERSE CANDIDATES As set forth in our Corporate Governance Principles, the Governance Committee is committed to actively seeking highly qualified women and minority candidates, as well as candidates with diverse backgrounds, skills and experiences, as part of the search process for new director candidates.

Finally, in order to ensure that our independent directors have sufficient time to devote to overseeing the Company, our Corporate Governance Principles prohibit our directors from serving on the board of directors of more than three other publicly traded companies, unless the Board determines that such service will not impair the ability of such director to effectively perform his or her obligations as our director. The Governance Committee believes that it has been able to attract and appoint directors of diverse backgrounds in the past using the criteria set forth above.

We believe the Governance Committee has a sound director evaluation process and that such process is an effective method for determining whether a director is fit to serve on the Board. Our Governance Committee welcomes candidates recommended by shareholders and, assuming a submission is in proper form as provided under our By-Laws, it will apply the same standards described above to the evaluation of a shareholder nominee as it applies to all nominees, including those recommended by current directors, employees and others. The procedural and disclosure requirements of our By-Laws provide that shareholders who would like to propose a Board nominee for consideration by the Governance Committee must deliver written notice to our Corporate Secretary, including disclosure of: (i) the relationship between the nominating shareholder and the underlying beneficial owner, if any, and such parties'parties’ stock holdings and derivative positions in our securities; (ii) information we deem appropriate to ascertain the nominee'snominee’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 at World Fuel Services Corporation, 9800 Northwest 41st Street, Miami, Florida 33178.

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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"“withheld” from his or her election than votes "for"“for” his or her election must promptly tender his or her resignation for consideration by the Governance Committee. 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. 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, in a Form 8-K filed with the SEC, 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'sdirector’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. If a director’s resignation is accepted by the Board, then the Board may fill the resulting vacancy or decrease the number of directors comprising the Board in accordance with our By-laws. 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.

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SustainabilityCorporate Governance

Board’s Role in Strategy and Corporate ResponsibilityRisk

              We believe that conducting our operations in a safe and responsible manner, while maintaining the trust that we have built up among our key stakeholders, is vital to growing our business and continuing our success in a sustainable manner. This includes the protection of people, respect for individual rights, engaging with our communities, and working to reduce our overall impact on the environment through increased efficiency in our operations. We are committed to fostering a corporate culture of safety and conductingoperating our business in a safe, responsible and ethical manner through sound corporate governance that respects the environment, benefits the communities in which we operatepromotes accountability, transparency, and promotes collaborationengagement with our key stakeholders to develop sustainable programs that minimize the impact of our activities.

              Over the last several years, we have reinforced our focus on environmental, health and safety, sustainability, diversity and other social responsibility issues and impacts (collectively, "Sustainability Matters"), through various enhancements to our policies and processes as well as our governance structure. In 2019, we took a number of significant steps to further strengthen ourstakeholders. This commitment to operating in a sustainable manner and proactively working with the communities in which we operate, including becoming a signatory to the United Nations ("UN") Global Compact, the world's largest corporate responsibility initiative. The UN Global Compact provides a universal framework for sustainability in the areas of human rights, labor, environment and anti-corruption. We aim to incorporate the UN Global Compact and its principles in our strategy, culture and operations and intend to support and engage in collaborative projects to advance the broader UN goals, with a special focus on the UN Sustainable Development Goals (SDG) that are in linebegins with our mission and values. As part of our participation, startingBoard, which plays a key role in late 2020 we will provide an annual "Communication on Progress" report, setting forth our actions to implement the UN Global Compact principles and our progress in these key areas.

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              In addition, in 2019 we commenced the development of a multi-year sustainability and corporate responsibility program designed to:

We are currently working on completing the assessment phase of this program and developing recommendations for review and consideration by our executive leadership and our Board.

              Finally, to further illustrate our commitment to increasing transparency on Sustainability Matters, we have also enhanced our Investor Relations website located at: www.wfscorp.com and launched a dedicated area for information regarding our principles, policies and actions relating to sustainability and corporate responsibility matters that we believe are relevant to our business and meet the overall needs of our shareholders and other stakeholders. Our efforts in this area will continue to evolve in the future and we welcome any shareholder feedback as we continue on our sustainability journey.

Management and Board Oversight

              As we have progressed in our approach to sustainability and corporate responsibility, our governance and oversight structure has also evolved. At the Board level, we began in 2018 by enhancing the responsibilities of our Governance Committee, which already includedproviding oversight of our corporate governance policiesbusiness practices and practices,related risks, while remaining informed as we evolve and new risks emerge over time. Our executive leadership team maintains the primary responsibility for setting and delivering on our strategic priorities designed to also include oversight ofcreate long-term sustainable value for all our policies and programs related to environmental and social matters. We alsostakeholders.

The Board has established a cross-functional Sustainability Management Committee, which includes senior leadersframework to review and subject matter experts from across the Company who collaborate to identify priorities, set goals and drive the implementation of our strategy and objectives with respect to Sustainability Matters. This committee is also responsible for developing and implementing our multi-year sustainability and corporate responsibility program currently underway.

              Furthermore, as a reflection of our commitment to embedding sustainability and corporate responsibility as an integral part of our business strategy for long-term value creation, in March 2020 our Board established the Sustainability & Corporate Responsibility Committee as a standing committee of the Board responsible for overseeing the environmental and social matters previously overseen by the Governance Committee. The Governance Committee will continue to be responsible for the oversight of our corporate governance policies and practices.

              The Sustainability & Corporate Responsibility Committee is comprised solely of independent directors and responsible for overseeing and reviewing our programs, policies, risks and initiatives with respect to all Sustainability Matters not otherwise overseen by the other committees of the Board. These duties include reviewing and providing input on our strategy, goals and integration of Sustainability Matters into strategic and tactical business activities across the Company. The committee is also responsible for monitoring our progress against our goals and reviewing any disclosures

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regarding our position, approach and reporting of Sustainability Matters. Our Board's governance structure for the oversight of Sustainability Matters is reflected below and described in the "Corporate Governance" section beginning on page 12 of this proxy statement.

Our Environmental Stewardship

              Environmental stewardship is at the core of our business operations and we continuously strive to identify opportunities to make a positive contribution to protecting our environment and reducing the impact of our global business operations. We are also working to create sustainability solutions for our customers and offer renewable energy and sustainable fuel products to support our customers in managing their energy needs while reducing their environmental impact.

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		Highlights of "Our Environmental Stewardship" Programs and Efforts		​
		Getting to Zero. In September 2019, we joined the "Getting to Zero Coalition", a global alliance of private and public stakeholders within the maritime, energy, infrastructure and finance sectors focused on developing fuels, energy solutions and technology necessary to develop commercially viable deep-sea zero emission vessels powered by zero emission fuels by 2030. The Getting to Zero Coalition is a partnership between the Global Maritime Forum, the Friends of Ocean action, and the World Economic Forum.
		Reducing Greenhouse Gas (GHG) Emissions. As a member of the Coalition of Sustainable Aviation Fuel (SAF), we continue to support the business aviation industry's goal to reduce carbon emissions 50% by 2050. For example, in May 2019 we provided sustainable aviation jet fuel (SAF) at the European Business Aviation Convention and Exhibition held at TAG Farnborough Airport in the United Kingdom. Our supply of SAF was used for a demonstration showcasing the capability of SAF and the aviation industry's support for the development and adoption of sustainable fuels.
		Sustainability Products and Services. As an energy management company, we have been focused on investing in and expanding our portfolio of sustainability products and services across the energy product spectrum to help our customers achieve their sustainability goals. Through our World Kinect Energy Services business, we offer sustainability solutions that incorporate a carbon footprint reporting tool, renewable energy solutions, alternative fuels and energy efficiency measures to lessen customers' environmental impact and reduce their carbon footprint. We have also focused on promoting the use of sustainable and renewable fuels in the aviation, marine and land transportation industries where we operate.
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Our People

              The passion and expertise of our people differentiate us. We firmly believe the power of our differences fuel innovation and investing in our people is of upmost priority. We strive to provide our employees with an environment where they can learn and grow, build their careers, take care of their families and support their communities. We also place a high value on cultivating growth and offer opportunities to learn and development programs across every level of our organization.

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		Highlights of "Our People" Programs and Efforts		​
		Diversity & Inclusion. We have continued to focus on embedding diversity and inclusion throughout our talent acquisition, management and development practices. From recent graduates to experienced hires, we seek to attract and develop top talent to continue building a unique blend of cultures, background, skills and beliefs that mirrors the world we live in. We have focused on creating an environment that embraces diversity and encourages each employee to thrive.
		ITWomen. We have partnered with ITWomen, a non-profit organization founded in 2002 to narrow the gender gap in technology and increase the potential for innovation and economic growth through gender equality. The programs are geared to ignite a passion for technology in the next generation by reaching out to girls in middle school, high school, and college. Our technology leaders contribute their time in the ITWomen speaker series to share experiences that encourage girls in high school to pursue technology and engineering careers, including hosting them at our headquarters to experience IT careers in the corporate environment. For the fifth year in a row, we hosted a group of more than 60 high school girls at our headquarters in 2019 to participate in an interactive journey through the Agile lifecycle, where they were able to experience first-hand how a global company leverages technologies such as cloud and artificial intelligence.
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Our Community

              We believe that sustainable growth is about conducting our business to promote a healthy environment and strengthen the local communities where we operate in order to foster sustainable economic growth. We believe that this approach will enable us to deliver long-term value to all our stakeholders. As a signatory to the UN Global Compact, we endeavor to implement its key social principles, including the protection of employees, respect for individual rights, and engagement with local communities. We also respect the rights and dignity of all people and are committed to preventing modern slavery in our operations and supply chains.

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		Highlights of "Our Community" Programs and Efforts		​
		Human Rights. Our commitment to human rights is embodied in our corporate values and our policies and processes. We are a strong advocate of various human rights initiatives, such as the United Nations Declaration of Human Rights, and comply with various national and multinational efforts to enforce labor protections and individual rights, such as the United Kingdom Modern Slavery Act. We have various policies, procedures and public statements in place that support these principles. These resources, many of which have been translated into multiple languages, include our Code of Conduct, Anti-Corruption Policy and Business Partner Code of Conduct.
		Track My ElectricityTM. Track my ElectricityTM is a platform developed by our World Kinect Energy Services business that enables businesses to not only significantly reduce their organizational carbon footprint by sourcing 100% renewable energy, but to also support vulnerable communities in developing countries by combating energy poverty. For every MWh of clean energy sourced through the platform, a portion goes towards funding renewable energy projects in remote, off-grid areas to eliminate energy poverty and build sustainable communities. We have also participated in funding projects through this program. One such project included the installation of renewable energy solar panels in a community center in Mae Sot, Thailand to support around-the-clock powered activities, enabling access to educational opportunities within the community center, freshly prepared food and a safe environment to socialize. The solar panels that were installed also increased safety and visibility at night by powering streetlights in the area.
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Board's Role in Risk Oversight

              The role of the Board is to understand the nature of the material risks we face related to our company, business strategies and basedoperations. Based upon the information brought to its attentionprovided by management and our leaders responsible for managing these risks, as well as our enterprise risk management processes, policies and procedures, evaluate(“ERM”) programs, our Board evaluates whether suchour processes, policies and procedures are reasonably designed to respond to and mitigate the risks we face. Throughout the year, the Board and its committees receive periodic reports from management identifying and explaining key areas of risk applicable to us and an explanation of the processes, policies and procedures in place to monitor and assess thosethese risks.

The Board and each of its committees oversee the risks pertaining to their principal areas of focus as described in the table below:below. Each committee ensures that the risks pertaining to their principal areas of focus are reported to the Board as appropriate.

	BOARD OF DIRECTORS
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		Board or Committee		Area of Risk Oversight		​
		Board		• Considers strategic and operational risks associated with the annual operating plan and other current matters that may present material risks to our operations, plans, prospects or reputation and risks associated with acquisitions.

​	AUDIT COMMITTEE	Audit TECHNOLOGY & OPERATIONS COMMITTEE
	• ●Considers risks associated with the financial reporting and disclosure process, major litigation, cybersecurity and related information technology risks, including data protection and regulationprivacy, as well as regulatory and legal compliance; and		​
​		​		• compliance risks. ●Discusses the guidelines and policies that govern the process by which risk assessment and management is undertaken in accordance with its charter and NYSE rules.		​
		Compensation		• Considers risks associated with our compensation programs, policies and practices.
​		Governance		• In conjunction with the Compensation Committee, considers risks associated with management development and succession.		​
		Sustainability & Corporate Responsibility		• Considers the risks and initiatives regarding our environmental, health and safety, sustainability, diversity and other social responsibility issues and impacts.
​		Technology & Operations		• ●Considers risks related to technology and operations initiatives, including regulatory environmental and other significant technology-related risks; and		​
​		​		• risks. ●Consults with the Audit Committee regarding technology and operations systems and processes that relate to or affect our internal control systems, information security, data protection and privacy, fraud and cybersecurity risks.

	COMPENSATION COMMITTEE	GOVERNANCE COMMITTEE	SUSTAINABILITY & CORPORATE RESPONSIBILITY COMMITTEE
	●Considers risks associated with our compensation programs, policies and practices, including human capital management policies and strategies regarding recruiting, retention, talent development, career progression.	●In conjunction with the Compensation Committee, considers risks associated with management development and succession.	●Considers the risks and initiatives regarding the environment, sustainability and climate change, health and safety, diversity, equity and inclusion, as well as other social responsibility issues and impacts (“Sustainability Matters”).
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​	​MANAGEMENT	​
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	​Management is responsible for the enterprise risk assessment process and the day-to-day management of risks.	​

              Each committee also provides periodic reports toThroughout the year, the Board on the risks pertaining to their principaland its committees receive reports from our management identifying and explaining key areas of risk applicable to us and an explanation of the processes, policies and procedures in place to monitor and assess those risks. The Board and its committees will also periodically conduct an in-depth review and analysis of specific strategic, operational and financial risks, after which our management will continue to provide regular updates on our company’s progress in respect of these focus so that the Board is informedareas for a period of our risk profile.time thereafter. 

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Corporate Governance

Periodically, we also perform risk management assessments, both in specific areas of our business or on an enterprise wide basis. The principal purposes of these assessments are to:

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ensure that risk management efforts are focused and directly linked to the underlying strategy of the organization;



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implement a sustainable and scalable framework to identify, manage and monitor risk;

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●	ensure that risk management efforts are focused and directly linked to our underlying business strategy;
●	implement a sustainable and scalable framework to identify, manage and monitor risk;
●	assign responsibility for each risk, put mitigation plans in place and assess the effectiveness of such mitigation plans; and
●	enhance our risk management capabilities for priority risks and continue the development of risk management policies and action plans.

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•

assign responsibility for each risk, put mitigation plans in place and assess the effectiveness of such mitigation plans; and



•

enhance our risk management capabilities for priority risks and continue the development of risk management policies and action plans.

The results of these risk assessments are regularly communicated to the Board.

	BOARD’S ROLE IN OVERSEEING COMPENSATION RISKS In addition, each year management conducts, and the Compensation Committee oversees, a risk assessment of our compensation policies and practices with respect to all employees, including NEOs. The employee population is segmented into groups based on commonalities across their reward programs. Each program is then evaluated using the key design features of the program and the applicable risk mitigation features that exist in such programs. Once the assessment is completed, management reviews the assessment data, methodology and findings with the Compensation Committee. A key goal of this process is to ensure that there are controls in place to (i) safeguard us from unwarranted exposure to particular risks that individual employees might choose to take and (ii) avoid any inadvertent incentives for employees to take inappropriate business risks by making decisions that may be in their best interests but not in the best interests of our shareholders.
	BOARD’S ROLE IN OVERSEEING SUSTAINABILITY RISKS AND OPPORTUNITIES As we have progressed in our approach to sustainability and corporate responsibility, our governance and oversight structure has also evolved. At the Board level, we began in 2018 by enhancing the responsibilities of our Governance Committee, which already included oversight of our corporate governance policies and practices, to also include oversight of our policies and programs related to environmental and social matters. This enhancement resulted in the establishment of our Sustainability Management Committee, which is a cross-functional committee composed of senior leaders and subject matter experts from across our business who collaborate to identify priorities, set goals and drive the implementation of our strategy and objectives with respect to Sustainability Matters. This committee is also responsible for developing and implementing our multi-year sustainability and corporate responsibility program currently underway. In March 2020, we established the Sustainability & Corporate Responsibility Committee as a standing committee of the Board, as a reflection of our commitment to ensuring our Board’s sufficient fluency in climate risk and embedding sustainability and corporate responsibility as an integral part of our business strategy for long-term value creation. This committee is dedicated to the oversight of Sustainability Matters. The Governance Committee of the Board, meanwhile, continues to be responsible for the oversight of our corporate governance policies and practices and the Compensation Committee oversees our human capital management policies and strategies regarding recruiting, retention, talent development, and career progression. The Sustainability & Corporate Responsibility Committee is composed solely of independent directors and is responsible for overseeing and reviewing our programs, policies, risks and initiatives with respect to all Sustainability Matters not otherwise overseen by the other committees of the Board. These duties include reviewing and providing input on our strategy, goals and integration of Sustainability Matters into strategic and tactical business activities across the Company, including our plans for transitioning our business model to a low carbon economy. The Sustainability & Corporate Responsibility Committee is also responsible for monitoring our progress against the goals and targets we establish and reviewing disclosures regarding our position, approach and reporting of Sustainability Matters, such as our sustainability report. Our Board’s governance structure for the oversight of Sustainability Matters is reflected below and described in the “Corporate Governance” section beginning on page 20 of this proxy statement.

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Corporate Governance

BOARD OVERSIGHT OF CYBERSECURITY AND DATA PRIVACY RISKS
Our commitment to sound governance of cybersecurity and other information security-related risks is reflected at the highest levels of our company. This commitment begins with our Board, which plays a key role in providing oversight of our business practices and related risks, while remaining informed as we evolve and new risks emerge over time.

The independent directors comprising our Audit Committee and our Technology & Operations Committee regularly review our cybersecurity and related information technology risks, controls and procedures, including data protection and privacy and our plans to mitigate cybersecurity risks and to respond to data breaches. Our Technology & Operations Committee also consults with our Audit Committee and provides expertise and insight regarding technology and operations systems and processes that relate to or affect our internal control systems, information security, data protection and privacy, fraud and cybersecurity risks, including assisting in the review of cybersecurity risks against our risk management methodologies and the steps taken to monitor and control such exposures.

Our Chief Information Officer (CIO) and our Chief Information Security Officer (CISO) are responsible for our company’s overall information security activities and cyber risk programs. Our CISO reports to our Chief Information Officer (CIO) and leads our cyber and data-related incident response activities. We have a cross-functional approach to addressing cybersecurity risk, with our information technology, legal, and the internal audit functions regularly presenting to the Audit Committee and Technology & Operations Committee on key cybersecurity topics. Our CISO, together with our CIO and other members of the senior leadership in our information technology organization, also provide these committees with regular updates on at least a quarterly basis, and more often as needed. These reports include topics such as analyses of recent cybersecurity threats and incidents across the industry, as well as a review of our own security controls, assessments and program maturity, and risk mitigation status.

In 2022, we were recertified under both ISO 27001 (Information Security Management) and the United Kingdom’s Cyber Essentials certification scheme. Our cybersecurity program also aligns with the National Institute of Standards and Technology (NIST) Cybersecurity Framework. To help ensure that we keep pace with the ever-changing nature of cyber threats, we routinely test our controls by conducting internal vulnerability scans, penetration tests, and breach simulation exercises. Through our cybersecurity training program, employees and contractors are provided with cybersecurity training on an annual basis. In addition, eachtraining and awareness campaigns continue throughout the year, management conducts,where we utilize various methods such as conducting phishing campaigns, live training sessions, and informational articles.

As a global company, we are also committed to respecting individual privacy and complying with applicable data privacy laws throughout the world, such as the European Union’s General Data Protection Regulation (GDPR), UK Data Protection Act, and the CompensationCalifornia Consumer Privacy Act (CCPA). That is why we provide the disclosures found in our Privacy Policy and why we maintain a variety of processes aimed at properly collecting, storing, and processing personal data belonging to our employees, customers, business partners, and anyone else with whom we do business in accordance with applicable laws and our contractual obligations.

To that end, to protect our data, including personal data, we maintain comprehensive information security and data privacy programs, with a balanced portfolio of defenses designed to prevent, detect, and respond to cybersecurity threats. Additionally, we carry appropriate levels of cyber risk insurance as a level of assurance and for risk mitigation. To our knowledge, we have not experienced any material losses relating to cybersecurity attacks.

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Board Oversight of Sustainability Matters

BOARD OF DIRECTORS

	COMPENSATION COMMITTEE	GOVERNANCE COMMITTEE
	●Oversight and review of human capital management practices and policies	●Oversight and review of governance practices and policies
	SUSTAINABILITY & CORPORATE RESPONSIBILITY COMMITTEE	AUDIT COMMITTEE
	●Oversight and review of Sustainability Matters	●Monitors and reviews our compliance with laws, regulations and our Code of Conduct

SUSTAINABILITY MANAGEMENT COMMITTEE

Identifies, develops and drives the implementation of our strategy, goals and objectives with respect to Sustainability Matters

Climate-Related Risks and Opportunities

We manage climate-related risks and opportunities at various levels throughout our organization. The Sustainability & Corporate Responsibility Committee oversees, a riskof the Board is responsible for overseeing and providing input on our identification, assessment and management of risks associated with Sustainability Matters, such as climate change and its impact on us and our business. Our senior management, with the support of our compensation policiesGlobal Physical Operations Center of Excellence and practicesour Sustainability Management Committee, is responsible for monitoring, evaluating and reporting to the Board and its committees, as appropriate, the status of any climate-related risks and opportunities, as well as the strategies being implemented to address key risks and opportunities. Our Vice President of Global Sustainability, along with respectour carbon footprint reporting team, also monitors and reports the status of our greenhouse gas (“GHG”) emissions reduction goals to all employees,our senior management and the Sustainability Management Committee on a routine basis.

Our senior management regularly updates the Sustainability & Corporate Responsibility Committee on climate-related risks and opportunities within our businesses and reviews our strategic plans for transitioning our business model to a net zero economy. Throughout the year, our management advises the Sustainability & Corporate Responsibility Committee of our progress on meeting our established goals and objectives, including NEOs. The employee population is segmented into groups based on commonalities across their reward programs. Each program is then evaluated usingthe actions we are taking to reduce our GHG emissions within our operations and the key design featuresdrivers of any year-over-year variances. The Sustainability & Corporate Responsibility Committee also receives reports from various business leaders on topics such as the programlatest developments and status of renewable and lower carbon fuels within the applicable risk mitigation features that existtransportation sector, as well as any new sustainability solutions being developed to support our customers in such programs. Once the assessment is completed, management reviews the assessment data, methodology and findings with the Compensation Committee. A key goal of this process is to ensure that there are controls in place to (i) safeguard us from unwarranted exposure to particular risks that individual employees might choose to take and (ii) avoid any inadvertent incentives for employees to take inappropriate business risks by making decisions that may be inmeeting their best interests but not in the best interests of our shareholders.own carbon reduction goals.

Code of Conduct

All of our employees, officers (including our principal executive, financial and accounting officers) and directors are held accountable for adherence to our Code of Conduct. Our Code of Conduct is designed to help us meet our responsibility of conducting our business in compliance with laws and good ethical practice. Our Code of Conduct is available in multiple languages on our website at www.wfscorp.com, either by clicking on About Us and then Ethics & Compliance, or by clicking on Investor Relations and then Corporate Governance. We intend to disclose any substantive amendments to our Code of Conduct and any waivers with respect to our Code of Conduct granted to our officers (including our principal executive, financial and accounting officersofficers) and directors on our website at www.wfscorp.com. We have also established a separate Business Partner Code of Conduct outlining our standards and expectations of our suppliers and other business partners, which can also be found in the Investor Relations section of our website at www.wfscorp.com.website.

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Review and Approval of Related Person Transactions

Related person transactions can create actual or potential conflicts of interests and can create the appearance that certain decisions may not be in the best interest of us or our shareholders. Therefore, our Board has adopted a written policy with respect to related person transactions. It is our policy that, as a general matter, we should avoid related person transactions except in circumstances where the transaction is consistent with our best interests, such as obtaining products or services that are not readily available from alternative sources or when the transaction meets the standards that apply to similar transactions with unrelated third parties.

For purposes of our policy, we review all of the following relationships and transactions between us and:

•

our directors and executive officers, including persons who have at any time since the beginning of our last fiscal year served in that role and any nominees to become a director;



•

any person we know to be the beneficial owner of more than 5% of any class of our voting securities; and



•

any immediate family member or any person (other than tenants or employees) sharing the household of any of the foregoing.

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●	our directors and executive officers, including persons who have at any time since the beginning of our last fiscal year served in that role and any nominees to become a director;
●	any person we know to be the beneficial owner of more than 5% of any class of our voting securities;
●	any immediate family member or any person (other than tenants or employees) sharing the household of any of the foregoing; and
●	any entity in which any of the foregoing persons is an officer, partner, employee or in a similar position, or in which such person owns directly or indirectly at least 5% equity interest.

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Pursuant to our policy, prior to entering into any proposed related party transaction, the Governance Committee will reviewis responsible for reviewing, and if appropriate, approving and overseeing any such proposed related party transaction, which includes any arrangement or relationship (including any indebtedness or guarantee of indebtedness) or any series of similar transactions, arrangements or relationships in which we (including any of our subsidiaries) were, are or will be a participant and the amount involved exceeds $120,000, and in which any related person had, has or will have a direct or indirect material interest. The foregoing rule will not be applied to those transactions exempt under Item 404(a) of Regulation S-K, such as the employment of an executive officer or compensation of a director if such executive officer'sofficer’s or director'sdirector’s compensation is required to be, or otherwise would be required to be, reported under the SEC'sSEC’s compensation disclosure requirements, any transaction with another entity where the related person'sperson’s only relationship is as a beneficial owner of less than 1% of that corporation'scorporation’s publicly traded securities, or any transaction where the related person'sperson’s interest arises solely from the ownership of our common stock and where all shareholders received the same benefit on apro rata basis (e.g. dividends).

In addition, the Governance Committee has determined that the following types of transactions, which involve ordinary course business transactions shall not be deemed to create or involve a direct or indirect "material"“material” interest for a Related Person, even if the aggregate amount involved exceeds $120,000: (1) a transaction in which the related person'sperson’s interests arises solely based on his or her position as an employee or executive officer of the other entity and (i) the related person was not involved in the transaction, (ii) the transaction was entered into in our ordinary course of business and on substantially the same terms as those prevailing at the time for comparable transactions with non-affiliated persons, and (iii) the transaction does not involve the greater of $500,000 or 2% of the recipient'srecipient’s total annual revenues and (2) any charitable contributions if the related person'sperson’s interest arises only from (i) the person'sperson’s or the person'sperson’s immediate family member'smember’s position as an employee (other than an executive officer) or other position that does not involve policy-making decisions or (ii) the person'sperson’s or person'persons’ immediate family member'smember’s position as an executive officer or director and the aggregate amount involved does not exceed the lesser of $1,000,000 or 2% of the charitable organization'sorganization’s total annual receipts.

If the ChairmanChair of the Governance Committee determines that a proposed transaction is a related person transaction, it will submit the proposed transaction to the Governance Committee for approval. The Governance Committee reviews any related person transactions that are not among the types described above, and determines whether to approve or ratify any such transaction. The Governance Committee will analyze the following factors, in addition to any other factors the Governance Committee deems appropriate, in determining whether to approve a related person transaction:

•

the benefits to us;



•

the impact on a director's independence, if relevant;



•

the availability of other sources for comparable products or services;



•

the terms of the transaction; and



•

the terms available to unrelated third parties or to employees generally.

●	the benefits to us;
●	the impact on a director’s independence, if relevant;
●	the availability of other sources for comparable products or services;
●	the terms of the transaction; and
●	the terms available to unrelated third parties or to employees generally.

The Governance Committee will only approve or ratifypre-approve related person transactions that are consistent with our best interests and those of our shareholders. The Governance Committee'sCommittee’s approval is not a directive to enter into the related person transaction,transaction; rather, it is evidence that the Governance Committee does not object to the transaction based on relatedness issues.the related nature of the transaction. The Governance Committee will regularly review any ongoing related person transactions that had been previously approved to determine whether it remains in our best interests and those of our shareholders to continue, modify or terminate the transactions.

There were no reportable related person transactions in 2019.2022.

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Sustainability and Corporate Responsibility

Protecting people, respecting individual rights, engaging with our communities, and working to reduce our overall impact on the environment through increased efficiency in our operations is in our DNA. We believe fostering a culture of safety and corporate responsibility that protects our environment and benefits the communities in which we operate can provide enduring sustainable value for all our stakeholders. Our talented teams take pride in inspiring, innovating, and deploying energy solutions to accelerate the energy transition. Through our vast fulfillment network and comprehensive energy solutions, we strive to satisfy our suppliers’ and customers’ operational and strategic requirements of today and enable them to achieve their goals for the low-carbon world of tomorrow.

We also firmly believe that diversity, equity and inclusion within the workplace are integral to our success and the success of our people. We promote mutual respect and seek to foster an environment of trust and collaboration, where all employees have an equal opportunity to contribute, perform and succeed.

Sustainable Development

Goals

In 2019, we became a signatory to the United Nations (“UN”) Global Compact, the world’s largest corporate responsibility initiative, calculated our baseline carbon footprint and published our inaugural Sustainability Report. For both 2019 and 2020, we achieved carbon neutrality and are looking to do the same when we complete our 2021 carbon footprint. We have supported and facilitated the increased availability of renewable energy and services for many years, including sustainable fuel products. Our long-term strategy is to continue to build on our commitment to health and safety, the environment, and social responsibility. In doing so, we want to accomplish cost-effective solutions for our clients and increase the availability and sustainability of low to zero-carbon energy sources.

As we look ahead, we remain focused on supporting the UN’s principles on human rights, labor, the environment and anti-corruption through progressing our goals and objectives in support of the broader UN Sustainable Development Goals (“SDGs”) we have selected. The following six SDGs are those areas where we believe we can have the greatest positive impact and that are closely aligned with our values and mission:

We have been actively working on setting various goals and targets for these SDGs to help drive the implementation of our sustainability strategy and establish benchmarks against which to measure our progress. We have also been focused on creating the programs underlying each of the initiatives, which we believe will enable us to achieve the short and long-term goals and targets that we set.

In particular, we have been establishing goals and targets aimed at: ●Reducing our Scope 1 and 2 greenhouse gas (GHG) emissions. ●Developing innovative solutions to enable our customers, suppliers and other stakeholders to achieve their own sustainability goals and thereby reduce GHG emissions for all participants in our value chain. ●Increasing representation of diverse talent within management and throughout our company.			Goal				Status
			10%		representation of Black employees in the U.S.		In Progress
			40%		female leaders at director level or above		In Progress
			7%		military service members employed across the company		Goal met - 8% as of February 28, 2023

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Our Environmental Stewardship

We believe that environmental stewardship is at the core of our business. As such, we must continuously seek to identify opportunities to make a positive contribution to protecting our environment and reducing the impact of our global operations. We are committed to doing our part by reducing GHG emissions in our own operations and collaborating with our customers, suppliers and other stakeholders to reduce carbon emissions throughout our value chain.

While we recognize the risks associated with climate change and are actively working to reduce our own emissions, we also believe that the energy transition presents a wide range of opportunities for us to support our customers and suppliers in shifting to lower carbon alternatives. An area where we believe we can have the greatest impact on advancing the global energy transition is through working with our suppliers and expanding our portfolio of energy solutions to provide customers with greater access to sustainably sourced energy and other lower carbon solutions as well as mechanisms to compensate for any residual emissions. As a trusted strategic partner, we have been working diligently to develop sustainability solutions and offer renewable energy and sustainable fuel products, as well as carbon reduction advisory services to support our customers in managing their energy needs, while reducing their environmental impact on the planet.

SUPPLYING BIOFUELS AND RENEWABLE FUELS TO REDUCE GHG EMISSIONS

Many of our transportation customers operate in some of the "hardest-to-abate" sectors, particularly those in the aviation, land and marine transport industries that move goods or people over long distances. Therefore, we are committed to working with our customers and suppliers to increase the availability and use of sustainable alternative fuels, such as renewable diesel (also known as hydrotreated vegetable oil (HVO)), biodiesel and sustainable aviation fuel (SAF), where possible and practicable. The benefit of these types of alternative fuels is that they typically produce anywhere from 35% to more than 80% less GHG emissions over their lifecycle as compared to similar conventional petroleum-based products. This is due to the fact that they are typically produced from biogenic sources such as vegetable oils or treated waste (e.g. animal fats, used cooking oil, residues, etc.). Further, alternative fuels such as renewable diesel and SAF are a "drop-in" fuel, meaning that there is no need to modify existing infrastructure or engines, since they are refined similarly and are therefore chemically identical to as conventional petroleum-based fuels.

To further promote the widespread acceptance and adoption of these alternative fuels in the industries where we operate, we have been actively participating and collaborating with other industry participants to educate customers about the use of these sustainable fuels. As a founding member of the Coalition of Sustainable Aviation Fuel (SAF), for instance, we are a strong supporter of the business aviation industry's goal to reduce carbon emissions by 50% by 2050 and carbon-neutral growth from 2020 onwards.

Recent examples of our accomplishments in increasing the use of SAF include:

●	As one of the first companies to have blended SAF in the United Kingdom (U.K.), we provided Farnborough Airport (EGLF) in Hampshire, with a supply of SAF.
●	At Toulouse-Blagnac Airport (LFBO), we supported an aircraft manufacturer by delivering blended and 100% SAF for engine testing, as well as managed Bremen Airport's (EDDW) fuel storage facility upgrade by converting an existing Avgas tank into a SAF tank.
●	We supplied SAF to the Royal Air Force Brize Norton in support of the Autumn Royal Tour and provided an aircraft manufacturer with SAF for flights related to the U.K. and the Middle East.

We are also a strong supporter and participate in a number of industry groups and non-governmental organization (NGOs) initiatives that support efforts to decarbonize the maritime industry. For example, we are a member of the "Getting to Zero Coalition," which has the ambition of having commercially viable zero emission vessels operating along deep-sea trade routes by 2030, supported by the necessary infrastructure for scalable zero-carbon energy sources including production, distribution, storage, and bunkering.

Our accomplishments in marine include:

●	In collaboration with Clean Energy Fuels Corp., we supported Pasha Hawaii's vessel, MV George III, in becoming the first container ship powered by liquefied natural gas (LNG) to refuel on the U.S. West Coast.
●	We partnered with GoodFuels to bring HVO to our physical facility in Gibraltar, then blended it with our own product for onward delivery to a major cruise line in the port of Gibraltar.
●	Our marine and land fuel supply teams worked together to enable a major cruise line to become the first operator to sail a cruise ship from a U.S. port using renewable diesel.

In our land segment, the acquisition of Flyers Energy in the beginning of 2022 significantly expanded our ability to supply renewable diesel and biodiesel in the U.S., particularly in the West Coast, where the markets are most economically favorable for customers. We are continuing to focus on growing our sales of renewable diesel (or HVO) both in the U.S. and the U.K. for road transportation use as well as seeking alternative uses, such as marine.

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OUR SUSTAINABILITY PRODUCTS AND SOLUTIONS

We are committed to providing our customers with low-cost tailored fuel, energy and digital solutions that serve their needs today and enable them to take action to achieve near-term decarbonization goals, while also helping them transition to a sustainable future. We believe we are unique in our value proposition in that we can leverage the expertise of our in-house sustainability professionals within our World Kinect Energy Services brand to provide our customers with what is in essence a "one-stop shop" for their energy supply and emissions reduction needs. Through combining the extensive experience of our colleagues at World Kinect Energy Services with our deep domain knowledge in energy supply, distribution, and logistics in other parts of our business, we have established teams in each of our segments dedicated to supporting our customers throughout their energy transition journey.

Our expanded set of business solutions ranges from establishing a baseline carbon footprint for customers and developing a comprehensive plan to reduce energy consumption, as well as working with our customers to bring additional renewable energy into the grid through managing both on-site solar and offsite renewable energy projects through power purchase agreements (PPAs). Due to the limited availability of renewable fuels in several geographies, we also offer customers the ability to compensate for their residual carbon emissions and achieve carbon neutrality in the short-term through the purchase of accredited carbon offsets, whether through an annual purchase program or for an individual flight, trip, or voyage. In addition, we source renewable power for our customers' offices and other operating facilities through the purchase of renewable energy certificates (RECs). We are continuing to seek out ways to make sustainability as easy as possible for our customers, irrespective of the size or scale of their operations.

Our People

At World Fuel Services, Corporationwe believe that our people's passion and expertise are what differentiates us and investing in our people is a top priority. Our comprehensive approach to serving our workforce includes our commitment to promoting a diverse and inclusive environment, as well as focusing on our employees' growth and development, health and safety, and overall well-being. The following charts provide information about our global workforce of approximately 5,200 employees as of December 31, 2022:

GLOBAL WORKFORCE	GENDER WORKFORCE REPRESENTATION

Health and Safety

As a global energy management company, we are committed to doing the right thing in all that we do and we continually seek to protect the health and safety of our employees, contractors, customers, suppliers and the communities in which we operate. We are dedicated to playing a leading role in promoting best practices within the transportation industry and are closely involved in developing, setting, and maintaining health, safety and environment (“HSE”) industry standards. We have also established a set of “Rules to Live By” to help strengthen our existing Integrated Management System and drive appropriate safety behaviors and practices that we believe are vital to preventing workplace incidents. These zero-tolerance rules are designed to ensure the safety of our employees, contractors, customers, suppliers and communities around the world.

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In connection with our safety programs, we have achieved outstanding safety performance and various awards and recognitions, such as:

●the 2021 Gold Award for Health and Safety from The Royal Society for the Prevention of Accidents; and

●the 2019 Fleet Safety Award for the Supplier Conference under 5 million miles, awarded by the Washington Trucking Association and the Washington State Patrol.

We have developed what we believe to be a comprehensive process designed to identify, assess and manage HSE risks in our operations. We set targets for performance improvements and regularly measure, audit and report on our performance both internally and in accordance with applicable laws. We also expect our contractors to manage HSE matters in line with our policies and strive to maintain an open dialogue with our stakeholders to better align our policies with the priorities within the communities where we operate.

In response to the COVID-19 pandemic, we implemented our business continuity and emergency response plans in alignment with mandates from local authorities. We also maximized remote work throughout our global offices and expanded our employee assistance programs to provide additional mental health and other forms of support to our employees and their families to assist in coping with the stressors brought on by the pandemic.

Diversity, Equity and Inclusion

We place a high degree of focus on growth in position and career enhancement paths for our employees by providing professional development opportunities and cultivating a diverse talent pool. In this regard, we are committed to working on increasing transparency around our talent recruitment, development and retention efforts, as well as our diversity, equity and inclusion initiatives. We have developed a set of commitments for our business, including initiatives aimed at increasing the representation of minorities and military veterans throughout our organization, as well as the representation of women in senior management. These initiatives include providing unconscious bias training to our managers, mandating diverse interview panels in our recruiting process and actively participating in veteran programs that provide employment opportunities and educational support to military veterans and their families.

Finally, we believe that one of the keys to retaining diverse talent is to ensure that they are provided opportunities and a clear path for obtaining mid-level and senior leadership roles. In that regard, we conducted a comprehensive assessment in 2021 of the strengths, potential and growth opportunities for our employees working in various mid-level and senior leadership roles. We conducted this assessment not only to ensure we identify our top talent but also to create tailored programs that support our diverse talent and provide them with opportunities to develop to their full potential. In 2022, we conducted a broad review of various programs and mediums to curate what we believe will provide meaningful growth and development opportunities for our diverse talent through a variety of channels. We are working to formally launch this initiative in 2023 and continue to enhance our existing programs to provide for a broader reach and structural foundation.

Employee Development and Well-Being

Investing in our employees is a top priority and we continually strive to provide an environment that promotes learning, growth and development to maximize our people’s potential. We are committed to creating a learning culture that builds skills needed for the future and develops great leaders. We provide a variety of resources to further our employees’ development, including online resources as well as in-person and virtual training programs to develop skills and gain knowledge that advances employees’ careers.

We are committed to supporting the health and well-being of our employees and their families, as we believe that the key to successful business operations is a healthy and competent workforce. We have identified a strong connection between employee well-being, engagement and workplace safety. Accordingly, we are devoted to supporting employee well-being in all dimensions, which goes beyond their physical well-being and includes support for emotional, financial and social well-being. We take a holistic approach intended to provide support and resources that empower our employees and their families to embrace a healthy lifestyle. We have launched various programs designed to build a global culture that promotes and celebrates employee health and well-being in our locations around the world. The goal of these programs is to integrate employee health and well-being into the World Fuel Services culture through fun and educational events, webinars, activities and fitness challenges.

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Our Community

We strongly believe that we can play a positive role in the communities in which we operate and are dedicated to being a good neighbor and charitable partner in the local communities where we conduct our operations.

As a global company, we are committed to creating a positive impact, encouraging our employees to support the communities in which they live, and engaging with and supporting charities in all aspects of society. For us, fostering sustainable growth is about conducting our business in a manner that promotes a healthy environment and strengthens the local communities where we operate. We believe that this approach enables us to deliver long-term value to all our stakeholders, as well as uphold the principles of the UN Global Compact, including the protection of employees, respect for individual rights, and engagement with local communities.

We also respect the rights and dignity of all people and are committed to preventing modern slavery in our operations and supply chains. Our commitment to human rights is embodied in our corporate values and our policies and processes. We are a strong advocate of various human rights initiatives, such as the UN Declaration of Human Rights, and comply with national and multinational efforts to enforce labor protections and individual rights, such as the United Kingdom Modern Slavery Act. We have various policies, procedures and public statements in place that support these principles, many of which have been translated into multiple languages, including our Code of Conduct, Anti-Corruption Policy and Business Partner Code of Conduct.

Highlights of “Our Community” Programs and Efforts

MILITARY VETERANS

We deeply value the military service members who serve our nations throughout the world.

We believe that the skills and experiences military service members in our organization possess can make significant contributions to our company’s success. As such, we have made commitments and set goals to increase the representation throughout our organization. As we seek to recruit, retain, and advance top talent in our organization globally, we are committed to increasing our engagement and recruitment of military veterans, reservists and guards as they transition from their military careers into new career paths.

We are honored for the recognition our veteran programs and continued support of military service members has received in recent years:

●HIRE Vets Gold Medallion Award from the U.S. Department of Labor in the US;

●Military and Spouse Friendly Company by Military Friendly^® in the US;

●UK’s Armed Forces Covenant Employer Recognition Scheme – Silver Award;

●Soldier on Platinum Pledge Partner in Australia

We believe that successful military support programs must extend beyond a job offer and continuously promote an environment of active engagement throughout the employment relationship. We are dedicated to ensuring a welcoming environment by providing on-boarding support, mentorship, recognition programming, development and ongoing self-identification campaigns.

We recognize the exemplary skills, leadership, and training of those who have served. In addition to our military careers website, we are committed to hiring and developing our veterans, active service members and their spouses through our military support networks and global partnerships such as Soldier On Australia, which we are now recognized as a Platinum Pledge Partner. Organizations that sign the pledge commit to learning more about the skills and attributes that defense personnel, veterans, and family members can bring to their organization.

In acknowledgement of the commitment and sacrifice of those who have served, we have also been working with Soldier On’s Pathways Program team to further develop their veteran supportive practices to enable veterans and their families secure their future careers. This program provides employment and educational support to serving and ex-serving veterans in Australia by connecting job seekers with veteran-supportive employers and enabling new pathways for veterans and their families transitioning from their military careers into civilian life.

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CHARITABLE WORK

Each year we contribute to our local communities through giving our time and financial contributions to many local and global institutions and organizations. Some of the charities in which we have participated recently include:

●	Disasters Emergency Committee;
●	Electriciens sans frontières;
●	Red Cross;
●	Muscular Dystrophy Association (MDA);
●	Jet Blue Swing for Good, which supports youth-oriented charities;
●	UNICEF; and
●	Heart to Heart International.

TRACKMYELECTRICITY^TM

We are always working to identify ways to leverage our expertise and in particular, to improve the business segments in which we operate, so as to promote the UN Global Impact’s key social principles. One such example is TrackmyElectricity^TM

TrackmyElectricityTM is a platform developed by our World Kinect Energy Services division that enables businesses to not only significantly reduce their organizational carbon footprint by sourcing 100% renewable energy, but also to support vulnerable communities in developing countries by combating energy poverty. For every mega-watt hour (MWh) of clean energy sourced through the platform, a portion goes towards funding renewable energy projects in remote, off-grid areas to address energy poverty and help build more sustainable communities. To support the achievement of our own sustainability goals, we have participated in funding projects through this program along the border of Myanmar and Thailand.

TrackmyElectricity™ has been recognized by the “Greenhouse Gas Protocol” and is cited in their Scope 2 guidance as an example of a best practice for renewable energy solutions that supports customers in going beyond the minimum requirements. TrackmyElectricity™ has also won the Sofidel Suppliers Sustainability Award for Best Sustainability Project as an effective platform for promoting cooperation among different players with a shared objective of renewable energy growth.

Since its launch in May 2015, our TrackmyElectricity™ platform has facilitated the installation of projects through funding by us and our World Kinect Energy Services Customers such as:

●	Solar panels installed at 4 remote schools for displaced refugees between Thailand and Burma;
●	Solar system installed to increase productivity and income for an Alpaca farming community in Peru;
●	Solar microgrid for high-altitude flood-affected areas in Surkhet, Nepal;
●	Support for a solar-powered multi-service platform designed for isolated rural communities in Madagascar; and
●	Improved access to last-mile communities at Lake Victoria solar micro-grid in Kenya.

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Director Compensation and Ownership Guidelines

Director Fees Earned or Paid in Cash

Non-management directors earn fees for their services that are paid in cash on an annual basis. If a non-management director does not serve a full year in a position, such fees are paid on a pro-rated basis. The current fee structure for our non-management directors serving during the 2019-20202022-2023 term is as follows:

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the annual fee payable to non-management directors for their service on the Board is $85,000;



•

the additional fee payable to the lead independent director is $40,000 per year;



•

the additional fee payable to members of the Audit Committee is $15,000, while the additional fee payable to members of each of the Compensation Committee and Technology & Operations Committee is $10,000 per year for each committee served and the additional fee payable to members of the Sustainability and Corporate Responsibility Committee as well as the Nominating Subcommittee is $5,000 per year for each committee served; and



•

the additional fee payable to the Chair of the Audit Committee is $35,000 per year, the additional fee payable to the Chair of each of the Compensation Committee and Technology & Operations Committee is $30,000 per year, the additional fee payable to the Chair of the Governance Committee is $20,000 per year and the additional fee payable to the Chair of each of the Sustainability and Corporate Responsibility Committee and the Nominating Subcommittee is $15,000 per year.

●	the annual fee payable to non-management directors for their service on the Board is $100,000;
●	the additional fee payable to the Lead Independent Director is $40,000 per year;
●	the additional fee payable to members of the Audit Committee is $15,000, while the additional fee payable to members of each of the Compensation Committee and Technology & Operations Committee is $10,000 per year for each committee served and the additional fee payable to members of the Sustainability and Corporate Responsibility Committee as well as the Nominating Subcommittee is $5,000 per year for each committee served; and
●	the additional fee payable to the Chair of the Audit Committee is $35,000 per year, the additional fee payable to the Chair of each of the Compensation Committee and Technology & Operations Committee is $30,000 per year, the additional fee payable to the Chair of the Governance Committee is $20,000 per year and the additional fee payable to the Chair of each of the Sustainability and Corporate Responsibility Committee and the Nominating Subcommittee is $15,000 per year.

Our non-management directors are also reimbursed by us for their travel, food, lodging and related expenses incurred in connection with attending Board, committee and shareholder meetings, as well as continuing education programs.

Equity Awards

In 2019,2022, the Board granted each non-management director $150,000$165,000 worth of restricted stock units ("RSUs"(“RSUs”) for board service and to each member of the Governance Committee, an additional $10,000 in RSUs as the fee for service on the committee. This resulted in each non-management director (other than Mr. Stebbins) receiving 5,321 RSUs and Mr. Stebbins, who does not serve on the Governance Committee, receiving 4,989 RSUs.Committee. In addition, beginning in May 2019, the Chair of eachthe Audit Committee was also granted $5,000an additional $15,000 in RSUs as a portion of his fee for serving as Chair, and the Chairs of the Compensation Committee, Governance Committee, Technology & Operations Committee, Sustainability and Corporate Responsibility Committee and Nominating Subcommittee each received an additional $10,000 in RSUs as a portion of their feefees for serving as Chair provided, however, that where a director served as Chair of more than one committee, only one additional $5,000 equity grant was made. This resulted in each of Messrs. Bakshi, Benitez, Manley and Roddenberry receiving an additional 167 RSUs. As described in greater detail above, although Messrs. Bakshi and Benitez serve as Chair of two committees, they only received one equity grant for such service.

the respective committees. The RSUs vest on the earlier of: (i) the day prior to the Annual Meeting that next follows the grant date or (ii) one year from the grant date. Upon vesting of the RSUs, 100% of the underlying shares will be issued.

Our 20162021 Omnibus Plan (the “2021 Plan”) includes limits on equity awards that may be granted to non-management directors.

For the 2022 – 2023 term, Messrs. Bakshi and Benitez each received 8,146 RSUs, Mr. Manley received 7,937 RSUs, Mr. Roddenberry received 7,728 RSUs, Mr. Kassar and Mses. Cherwoo and Smart each received 7,310 RSUs, and Mr. Stebbins received 6,893 RSUs.

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Corporate Governance

The following table below summarizes the compensation paid by us to our non-management directors for services rendered in 2019.during 2022. Directors who are employed by us do not receive additional compensation for serving as directors.

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20192022 Director Compensation Table

Name		Fees Earned or Paid in Cash			Stock Awards(1)(2)			Total
Ken Bakshi		$	169,355		$	195,015		$	364,370
Jorge L. Benitez		$	174,355		$	195,015		$	369,370
Sharda Cherwoo		$	124,355		$	175,001		$	299,356
Richard A. Kassar		$	129,355		$	175,001		$	304,356
John L. Manley		$	157,473		$	190,012		$	347,485
Stephen K. Roddenberry		$	164,355		$	185,008		$	349,363
Jill B. Smart		$	104,355		$	175,001		$	279,356
Paul H. Stebbins		$	99,355		$	165,018		$	264,373

Name(1)		Fees Earned or Paid in Cash		Stock Awards(2)(3)		Total
Ken Bakshi		$145,000		$165,024		$310,024
Jorge L. Benitez		128,333		165,024		293,357
Stephen J. Gold		90,833		160,002		250,836
Richard A. Kassar		114,583		160,002		274,586
John L. Manley		133,333		165,024		298,357
J. Thomas Presby(4)		37,917		—		37,917
Stephen K. Roddenberry		148,750		165,024		313,774
Paul H. Stebbins		80,833		150,019		230,853

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(1)

Ms. Sharda Cherwoo did not join the Board until February 2020 and therefore is not included in this table.

(2)

The amounts shown in this column represent the estimated aggregate grant date fair value of the RSU awards granted to the non-management independent directors in 2019. The estimated aggregate grant date fair value of these awards is based on the grant date fair market value of our common stock, as defined in the 2016 Omnibus Plan and is computed in accordance with FASB ASC Topic 718. Assumptions used in determining the aggregate grant date fair value of RSU awards are set forth in Note 10 to the notes to the consolidated financial statements in Item 15 of our annual report on Form 10-K for the year ended December 31, 2019.

(3)

The aggregate number of RSUs and stock units held by each non-management director serving as at December 31, 2019 was as follows:

(1)
Name		Units(b)
Ken Bakshi(a)		37,405The amounts shown in this column represent the estimated aggregate grant date fair value of the RSU awards granted to the non-management independent directors in 2022. The estimated aggregate grant date fair value of these awards is based on the grant date fair market value of our common stock, as defined in the 2021 Omnibus Plan and is computed in accordance with FASB ASC Topic 718. Assumptions used in determining the aggregate grant date fair value of RSU awards are set forth in Note 12 to the notes to the consolidated financial statements in Item 15 of our Annual Report on Form 10-K for the year ended December 31, 2022.
Jorge L. Benitez (2)	The aggregate number of RSUs and stock units held by each non-management director serving as at December 31, 2022 was as follows:

Name		RSUs		Stock Units(a)		Total Units(b)
Ken Bakshi(a)		24,825		13,603		38,428
Jorge L. Benitez		8,146		–		8,146
Sharda Cherwoo		7,310		–		7,310
Richard A. Kassar		23,989		–		23,989
John L. Manley		9,686		–		9,686
Stephen K. Roddenberry		24,407		–		24,407
Jill B. Smart		7,310		–		7,310
Paul H. Stebbins		6,893		–		6,893

(a)	7,628Includes 13,603 stock units for Mr. Bakshi, which represents stock awards he received that he previously elected to defer pursuant to our Non-Employee Director Stock Deferral Plan.
Stephen J. Gold (b)		6,687
Richard A. Kassar		24,140
John L. Manley		9,377
Stephen K. Roddenberry		24,307
Paul H. Stebbins		6,991For a discussion of the applicable vesting terms of these RSUs and stock units, please see the table and related footnotes for each director beginning on page 77.

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(a)

Includes 13,098 stock units for Mr. Bakshi, which represents stock awards he received that he previously elected to defer pursuant to our Non-Employee Director Stock Deferral Plan.

(b)

For a discussion of the applicable vesting terms of these RSUs and stock units, please see the table and related footnotes for each director beginning on page 86 of this proxy statement.

(4)

Mr. Presby retired from our Board and did not stand for re-election at the 2019 Annual Meeting.

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Director Stock Ownership Guidelines

              EachAfter joining the Board, each non-management director is required to accumulate ownership in our common stock over a five-year period of five years following election to the Board, a minimum ofat least five times thetheir annual fee for service on the Board, or $425,000, in our common stock.$500,000. All of our non-management directors, with the exception of Ms. Cherwoo, who joined the Board onin February 5, 2020, and Ms. Smart, who joined the Board in September 2021, have achieved stock ownership levels in excess of the amount required. Vested RSUs and stock units that a director has elected to defer until retirement are included in the calculation of whether the minimum ownership requirement has been achieved.

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III.         INFORMATION CONCERNING EXECUTIVE OFFICERS	Information Concerning Executive Officers

The following table sets forth certain information with respect to our current executive officers and lists their current titles. A summary of the background and experience of Messrs. Birns Smith, Crosby,and Rau and Lake are set forth in the paragraphs following the table. The background and experience of Mr. Kasbar is described above in the section titled "Proposal“Proposal No. 1—2—Election of Directors."” All executive officers serve at the discretion of the Board.

Name and Current Position		Age		Year First Became Executive Officer
Michael J. Kasbar Chairman, President and Chief Executive Officer		63		1995
Ira M. Birns Executive Vice President and Chief Financial Officer		57		2007
Jeffrey P. Smith Executive Vice President and Chief Operating Officer		58		2017
Michael J. Crosby Executive Vice President, Global Land		55		2016
John P. Rau Executive Vice President, Global Aviation and Marine		56		2016
R. Alexander Lake, Jr. Executive Vice President, Chief Legal Officer and Corporate Secretary		48		2017

Name and Current Position		Age		Year First Became Executive Officer
Michael J. Kasbar		66		1995
Chairman, President and Chief Executive Officer
Ira M. Birns		60		2007
Executive Vice President and Chief Financial Officer
John P. Rau		60		2016
Executive Vice President, Global Aviation, Land and Marine

IRA M. BIRNShas served as our Executive Vice President and Chief Financial Officer since April 2007. From August 2004 to March 2007, Mr. Birns served as Vice-PresidentVice President and Treasurer and Vice President-Investor Relations of Arrow Electronics, Inc., a NYSE company and electronics distributor. From May 2002 until August 2004, he served as Vice President and Treasurer of Arrow Electronics, Inc. Prior thereto and from 1996, he served as Treasurer of Arrow Electronics, Inc. He was Assistant Treasurer of Arrow Electronics, Inc. from 1989 to 1996. Mr. Birns is a member of the Board of Trustees of the New World Symphony of Miami, Florida.

JEFFREY P. SMITH has served as our Executive Vice President and Chief Operating Officer since October 2017. Previously, he served as Chief Information Officer of International Business Machines Corporation ("IBM") from August 2014 through May 2017, where he was responsible for global information technology ("IT") operations, including provisioning and management of all computing devices and all software solutions required to run IBM, such as Customer Relationship Management ("CRM") for sales and service and Enterprise Resource Planning ("ERP") for financials and manufacturing. Prior to joining IBM, Mr. Smith served as Chief Executive Officer of Suncorp Business Services, part of Suncorp Group Limited, from July 2010 to August 2014, and Chief Information Officer from March 2007 to July 2010. While at Suncorp, Mr. Smith was responsible for the Group's technology, analytics, real estate, finance, procurement, and customer relationship, IT and business process outsourcing operations. With more than 30 years of corporate experience, Mr. Smith has also held senior executive roles in a number of companies including Telstra Corporation and Honeywell.

MICHAEL J. CROSBY has served as our Executive Vice President of Global Land since March 2016. Previously, he served as our Executive Vice President of Land Americas since April 2015. From January 2014 to March 2015, Mr. Crosby was the Chief Operating Officer of Next Generation Energy Logistics, a private equity-backed fuel and lubes distribution business, where he was instrumental in raising capital and executing the company's acquisition and consolidation strategy. Prior

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to that, from June 2011 to July 2013, Mr. Crosby served as President of Maxum Petroleum, Inc.'s industrial business, including the marine and rail segments, and as President, Commercial Fuel & Lubricants of SC Fuels Trading, LLC from July 2013 to December 2013 following its acquisition of Maxum Petroleum. From January 2009 to December 2010, Mr. Crosby served as Chief Executive Officer of Highlands Override Inc., a new business venture owned by Irving Oil Corporation, a company specializing in finished energy products. From June 2004 to December 2008, Mr. Crosby served as Chief Operating Officer at Irving Oil Corporation, prior to which he was its Chief Resource Officer from November 1999 to May 2004.

JOHN P. RAUhas served as our Executive Vice President of Global Aviation and Marine since March 2016.2016 and assumed responsibility for Global Land, effective April 1, 2022. Previously, he served as our Executive Vice President of Aviation from April 2014 and as our Senior Vice President of Aviation Americas from October 2011 to April 2014. From July 1995 to October 2011, Mr. Rau served as Managing Director at American Airlines, where he was responsible for the purchase and management of jet fuel, utilities, deicing fluids, and transportation, as well as management of American'sAmerican’s supplier diversity program. From January 1987 to July 1995, Mr. Rau served as Manager of Fuel Supply and Trading at United Airlines. Prior to that, he served as United Airlines'Airlines’ Operations Manager from January 1987 to November 1988. From May 1985 to January 1987, Mr. Rau was a Supply, Marketing and Distribution representative for Koch Industries.

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R. ALEXANDER LAKE, JR. has served as our Executive Vice President, Chief Legal Officer and Corporate Secretary since March 2017. Previously, he served as our Senior Vice President, General Counsel and Corporate Secretary since May 2010 and as our General Counsel and Corporate Secretary from January 2004 to May 2010. Prior to joining us, Mr. Lake served as Assistant General Counsel of America Online Latin America, Inc., a leading interactive service provider in Latin America. Prior to that, from September 1996 to January 2001, Mr. Lake served in private practice as a corporate attorney with the law firms of White & Case, Winston & Strawn and Curtis Mallet-Prevost, Colt & Mosle.

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IV.          COMPENSATION DISCUSSION AND ANALYSIS

Compensation Discussion and Analysis

This Compensation Discussion and Analysis is designed to provide our shareholders with a clear understanding of(CD&A) describes our compensation philosophypolicies and objectives, compensation-setting process, and the 2019 compensation ofpractices as they relate to our five named executive officers or NEOs. (NEOs) identified below.

Name		Title
Michael J. Kasbar		Chairman, President and Chief Executive Officer
Ira M. Birns		Executive Vice President and Chief Financial Officer
John P. Rau		Executive Vice President, Global Aviation, Land and Marine(1)
Jeffrey P. Smith		Former Executive Vice President and Chief Operating Officer(2)
Michael J. Crosby		Former Executive Vice President, Global Land(1)

(1)	As previously disclosed, Mr. Rau assumed responsibility for Global Land, in addition to his responsibility for Global Aviation and Marine, effective April 1, 2022 upon Mr. Crosby’s resignation from his position as Executive Vice President, Global Land on March 31, 2022.
(2)	Mr. Smith retired from his position as Executive Vice President and Chief Operating Officer effective December 31, 2022.

As discussed in Proposal 23 of this proxy statement, we are conducting a Say-on-Pay vote this year that requests your approval, on a non-binding advisory basis, of the compensation of our NEOs as described in this section and in the tables and accompanying narrative contained below under "Executive Compensation".“Executive Compensation.” To assist you with this vote, you should review our compensation philosophy, the design of our executive compensation programs and how we believe these programs contribute to our financial performance.

              For 2019,performance and the achievement of our NEOs were:long-term strategy.

Aligning Executive Compensation with Strategy and Performance The purpose of our compensation program is to attract and align the executive talent needed to execute on our financial and strategic priorities. We aim to create strong linkages between pay and performance such that we reward our executives for achieving both short and long-term results.

COMPENSATION DISCUSSION AND ANALYSIS Table of Contents
46		Executive Overview
		46		Redefining Energy for Transformative Growth and Long-Term Shareholder Value
		46		Transforming Our Company – 2022 Performance Highlights
		47		Aligning Our Executive Compensation with Our Value Creation Strategy
		48		Incentivizing Our Transformational Growth Strategy
48		Compensation Program Designed to be Responsive to Shareholders
50		Overview of the 2022 Executive Compensation Program
51		2022 Compensation Decisions and Results
		52		Base Salaries
		52		Annual Incentive Program
		54		Long-Term Incentive Program
Name		Title
Michael J. Kasbar	55	Chairman, President and Chief Executive Officer	2022 – 2024 PRSUs
Ira M. Birns		Executive Vice President and Chief Financial Officer		55		2020 – 2022 PRSUs
Jeffrey P. Smith		Executive Vice President and Chief Operating Officer		55		2022 Transformational Awards
Michael J. Crosby 57		Executive Vice President, Global LandAnnual Compensation Setting Process
John P. Rau		57		Evaluating Compensation Program Design Using Compensation Comparison Companies
		58		Role of Independent Compensation Consultants
59		Employee Benefits and Executive Vice President, Global AviationPerquisites
60		Other Compensation Practices
		60		Equity Grant Practices
		60		Stock Ownership Policies
		61		Derivatives, Hedging and MarinePledging Transactions
61		Compensation Committee Report on 2022 Executive Compensation
62		Executive Compensation Tables

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              Please note that the decisions with respect to the targets and incentive compensation program described in this Table of Contents

Compensation Discussion and Analysis were made

Executive Overview

Redefining Energy for Transformative Growth and Long-Term Shareholder Value

We are a leading global energy management company and are involved in providing energy procurement and related products and services to commercial and industrial customers, principally in the normal courseaviation, land, and marine transportation industries. We offer our clients a broad suite of energy advisory, management and fulfillment services, digital and other technology solutions, as well as sustainable products and related services across the energy product spectrum. As part of our growth strategy and transformation efforts, we are focused on advancing the global energy transition to lower carbon alternatives by expanding our portfolio of energy solutions and providing customers with greater access to sustainably sourced energy.

Our business has evolved from a marine fuel brokerage company and aviation fuel reseller into one of the world’s leading distributors of fuel, energy and sustainability solutions. As part of our strategy to deliver sustained long-term shareholder value we are building a complementary portfolio of businesses with a common operating model to deliver ratable and recurring revenue and returns, while retaining capabilities to add value during market volatility and supply chain challenges that periodically emerge in early 2019the markets we serve. Our executive team is focused on continuing to develop products and services that drive our competitive advantage, enhance our contribution to sustainability and support our environmental stewardship goals along with those of our customers and suppliers while continuing to take actions to strengthen our balance sheet and ensuring that we have a talented and diverse workforce to execute our business plans.

We are now well-positioned to leverage the resulting payments were thereafter madeexpertise of our in-house sustainability professionals within our World Kinect brand to provide our customers with a “one-stop shop” for their energy supply and emissions reduction needs. Our proposal to change our name, which is addressed in early 2020Proposal 1 of this proxy statement, is part of our Advancing Energy strategy for transformational growth. We believe that sustainable growth and long-term shareholder value will emerge from initiatives such as the corresponding amount. ones listed below:

Expanding global energy and logistics capabilities for our core offerings, including conventional and renewable fuels		Capitalizing on significant demand for sustainability and digital solutions		Providing tailored energy, logistics, and other solutions to drive efficiency and help customers achieve their sustainability objectives

Transforming Our Company – 2022 Performance Highlights

The Committee is monitoring and will continue to consider the business and financialextraordinary impact of the COVID-19 pandemic on the Company,customers we serve in the transportation sector created challenges for us but also surfaced new opportunities to reposition our shareholders, employeesbusiness for long-term ratable growth. Beginning in late 2020 and other stakeholdersthrough 2021, when energy demand in evaluating 2020 performancetransportation declined dramatically, we asked our executives to focus on initiatives that would position us for growth once the transportation sector recovered. In response, our executives implemented a number of value creation strategies. We restructured our operations and business portfolio and focused on materially growing our core offerings and generating liquidity to invest in long-term strategic growth opportunities, as well as creating innovative solutions to support our customers throughout the yearenergy transition.

Our executive officers have executed on these strategies and into early 2021.

Executive Summary

Principles of our Compensation Program

              Our compensation program is designed to attract and retain executives and motivate themduring 2022, we were able to deliver strongmaterial growth in financial results. 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.despite the extreme market volatility experienced throughout the year. As a result of these efforts, we believe that we are entering 2023 from a significantposition of strength, with a more ratable, scalable platform, and are focused on continuing our disciplined approach to investing in initiatives that will deliver shareholder value over the long term.

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Compensation Discussion and Analysis

FINANCIAL HIGHLIGHTS

Aligning Our Executive Compensation with Our Value Creation Strategy

In 2022, our Compensation Committee, in consultation with its independent compensation consultants, approved a number of changes to our annual and long-term incentive program to better align our executive compensation program with our peers, market practices, and the interests of our shareholders. The Compensation Committee believes that these revisions were essential in light of the macro-economic factors impacting us in the near-term, as well as enhancements intended to further incentivize our NEOs to generate long-term returns, and ultimately create additional shareholder value.

In late 2021, the Compensation Committee began this process by realigning our compensation peers, primarily to include more companies from the GICS Energy sector because the operating models and performance of these companies are often influenced by similar market dynamics and these are also the companies with whom we compete for talent. While the aggregate amount of target total direct compensation (“TDC”) of our NEOs was increased to be more closely aligned with the newly updated compensation peers, the components of target TDC were shifted to more closely align the interests of our NEOs with those of our long-term shareholders.

As indicated in the chart below, the Compensation Committee reduced the percentage of TDC that was payable in cash and allocated a larger portion to long-term equity incentives to foster stronger alignment with our long-term value creation, with awards earned 60% based on long-term financial performance metrics and 40% based on service. In addition, the total target compensation for our NEOs in 2019 wasCompensation Committee shifted a combinationportion of short- andTDC that could be earned based on annual performance into long-term performance-based equity awards such that the ultimate realizable value would be highly contingent upon our future operating results and stock price.performance.

CHANGES IN CEO COMPENSATION PROGRAM %
OF TOTAL DIRECT COMPENSATION

For 2019,2022, the portion of the total target direct compensationTDC that was variableperformance-based or "at-risk"equity-based (“at-risk”) was 86% for our Chief Executive Officer was 83% and averaged to 71%76% for our other NEOs, reflectingNEOs. As a result, our commitment to linkingexecutives only recognize value approaching their target compensation to Company performance and strategy.when our shareholders have benefitted from long-term value creation.

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Target Compensation MixDiscussion and Analysis

2022 TARGET COMPENSATION MIX

Compensation Governance Highlights

Chief Executive Officer
What We Do		What We Don't Do
​	​	​ Average of Other NEOs
Executive compensation program tied to our financial and operating performance and designed to create value for         our shareholders, employees, customers and other stakeholders   Use performance measures that are aligned with business objectives

Incentivizing Our Transformational Growth Strategy

An integral component of our transformation strategy is focused on unlocking the significant potential for growth in our sustainability and digital products, services and solutions. While we believe that our near-term profitability growth will continue to be principally derived from today’s more carbon-intensive products and services, we expect that the expansion of our digital offerings and renewable energy and sustainability solutions in the future will create additional long-term value for our shareholders and other stakeholders. To achieve this outcome, we are focusing on initiatives such as:

  Require minimum vesting of at least one-year under our equity plan

  Monitor our compensation programs for risk-taking incentives

  Maintain robust stock ownership guidelines applicable to executive officers

  Maintain rigorous stock retention requirements applicable to executive officers

  Prohibit hedging of shares by executive officers, directors and all other employees

		No 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
Growing our equity plan   No liberal definition of "change of control"   No payment of dividends on unvested equity awards renewable energy solutions ecosystem and building greener supply chains		Increasing our digital engagement with customers and expanding our digital product portfolio

Our PerformanceIn 2022, our Compensation Committee granted performance-based transformational equity awards (“Transformational Awards”) to our Chief Executive Officer and two of our other NEOs, together with other members of our senior leadership team. These awards are intended to incentivize our senior management in 2019their efforts to lead us through our evolution into a more resilient, diversified provider of energy and related products and solutions that supports our customers and suppliers in their transition to a more sustainable future.

              In 2019, our management team continued to successfully advance our key objectivesThese awards were issued in the form of sharpening our portfolio, driving aggressive organicperformance-based restricted stock units (“PRSUs”) and can be earned based solely on the growth and increasing operating leverage. We further rationalized our portfolio of businesses, exiting certain non-core business activities in our land segment, and continuedabsolute total shareholder return (“TSR”) over a three-year period. As such, the Transformational Awards are designed to focusalign the interests of our executives with those of our long-term shareholders. Any earned PRSUs will vest 50% on our core competencies, shifting towards businesses and opportunities that we believe are capable of producing more ratable, sustainable and scalable profits that will ultimately deliver greater shareholder value over the long-term. Our marine segment also performed exceptionally well, generating some of its strongest results in years that were largely attributable to our management's efforts to right-size the business, refine the portfolio and focus on driving stronger returns. Our technical expertise also enabled us to help customers navigate increased fuel price volatility, as well as the risks related to product availability and logistics that arose as a result of the implementation of the International Maritime Organization's low sulfur fuel regulations that went into effect on January 1, 2020.

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              In addition, the cost discipline and restructuring activities that began atdate after the end of 2017 yielded improvements in our operating leverage and market segmentation,the three-year performance period once the Compensation Committee has determined the extent to which enabledthe performance goal has been achieved, with the remaining 50% vesting one year thereafter, subject to continued service by the executive.

Compensation Program Designed to be Responsive to Shareholders

We have an increase in gross profit despite a decline in volume. Our aviation segment delivered a solid increase in year-over-year results, driven by a strong contribution from government-related activity and strength in our core commercial and general aviation offerings. This was further supportedactive shareholder engagement program led by our management's focus on improving our global logistics capability, expanding our fuel operations footprint and making further enhancementsBoard. We believe it is important to our non-fuel service offerings.

              All of the foregoing ultimately contributed to a significant increase in our earnings before interest, taxes, depreciation and amortization ("EBITDA") for 2019 as compared to the previous year, which resulted in our NEOs earning higher payouts under our annual incentive compensation program, consistent with our pay-for-performance philosophy.

Say-on-Pay Vote and Shareholder Engagement

              At our 2019 annual meeting of shareholders, we sought and received approval from 93.6% of votes cast (excluding abstentions), on a non-binding, advisory basis, of the 2018 compensation of our NEOs. We regularlydirectly engage with our shareholders to understand betteras a means of soliciting their perspectivesviews on ourmatters including business strategy, corporate governance, executive compensation, programs. As discussed above under "Shareholder Engagement" on page 13, during 2019 we interacted with 18 of the 25 largest holders ofenvironmental and social initiatives, and other important topics. Our Board and our common stock, representing approximately 50% percent of our shares outstanding. In the past, shareholder feedback has led to changes to our incentive compensation program, such as modifying our long-term incentive compensation program to enhance predictability and shareholder alignment through the adoption of annual grants of equity with multi-year performance periods.

Executive Compensation Philosophy and Objectives

Pay for Performance Alignment

              A guiding principle of our compensation philosophy is that the compensation of our NEOs should be closely linked with, and reasonable in relation to, the level of shareholder value created through the Company's financial, operating and strategic performance. The Compensation Committee (the "Committee") believes that the use of incentive compensation, particularly equity-based awards, togetherthis feedback to assist them with stock ownership and retention guidelines are effective methods for motivatingmatters requiring a broader shareholder perspective.

Historically, our executives and aligning their interests with those of our shareholders.

Performance Metrics Aligned with Value Creation

              Consistent with our objective of rewarding shareholder value creation, we select performance metrics that we believe, if achieved, will translate into strong financial performance both in the short- and long-term, thereby resulting in higher share prices. As a result, we principally use annual financial metrics, such as our EBITDA and operating income ("Operating Income") for key "lines of sight", or LOS, to reward our NEOs. Our long-term incentive financial metrics consist of three-year growth in EPS ("EPS Growth") and beginning in 2019, as modified by our return on invested capital ("ROIC"). In addition, to a lesser extent, we reward achievement of individual performance strategic objectives that will drive long-term benefits and sustainable value. Due to the variability of business conditions within the industries in which we operate, we believe it is important that our compensation program be designed to measure and reward short-term, long-term and multi-year performance.

Ensuring Retention and Continued Engagement through Multi-Year Vesting Requirements

              In order to promote retention of our NEOs and provide further incentive for creating shareholder value, we believe NEOs should be required to provide services over multi-year periods in

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order to vest in equity-based awards. Consequently, all of the equity awards granted to our NEOs in 2019 vest over a three-year period.

Strong Compensation-Related Corporate Governance Policies

              To ensure continued alignment of compensation with Company performance and the creation of shareholder value without encouraging excessive risk-taking, our Committee has adopted strong compensation-related corporate governance policies, including the following:

​	​	​	​	​	​	​
		Negative Discretion on Annual Compensation		The Committee can use "negative discretion" to reduce payouts, such as in the event of a significant disconnect between compensation and Company and individual performance.
		Cap on Annual Incentive Awards		Annual cash and equity performance-based awards under our annual incentive program are subject to a maximum, which serves to limit the total direct compensation opportunity, or TDC, that can be earned by any of our NEOs.
		Stock Ownership and Retention Guidelines		Our executive officers are subject to robust stock ownership guidelines. Our current stock ownership guidelines are as follows:
				• Chief Executive Officer               7x base salary
				• Chief Financial Officer and        5x base salary Chief Operating Officer
				• All other executive officers         3x base salary
				Furthermore, our executive officers are required to retain 50% of any net shares acquired pursuant to any equity award for three years after the shares are delivered (or until the individual ceases to be an executive officer, if earlier).
		Anti-Hedging Policy		We have a robust anti-hedging policy that prohibits all of our directors, executive officers, employees and their respective related persons from (1) engaging in hedging or monetization transactions, or any transaction that hedges or offsets, or is designed to hedge or offset, any decrease in the market value of our securities, such as prepaid variable forward contracts, equity swaps, collars and exchange funds (which we refer to as "Hedging Transactions") or (2) buying or selling of publicly traded options based on our common stock or engaging in short sales of our securities.
​	​	​	​	​	​	​

The Compensation-Setting Process

              Annually, the Committee reviews and assesses:

•

with respect to each NEO, his responsibilities and roles with respect to overall corporate policy-making and strategy, management, operations and administration, the importance of retaining the executive and his individual performance;



•

recent and historical financial performance and forecasts for the upcoming years, recent stock price movements, current and expected business conditions and cost of capital; and



•

the nature, amounts, award terms and mix of all elements of the NEOs' compensation, both individually, for internal consistency, and in the aggregate, to ensure that our executive

​

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compensation programs adhere to the core principles as described above under "Executive Compensation Philosophy and Objectives."

              The Committee also reviews comprehensive detailed historical compensation analysis to ensure that it is fully informed of all the compensation and benefits each NEO has received as an employee of the Company. This analysis includes information such as the aggregate amounts realized from prior years' compensation, the potential future payout scenarios at various levels of achievement taking into account any outstanding unearned performance-based awards, and the current value (as compared to the grant date fair value) of outstanding equity awards and of each NEO's shareholdings in the Company (what some commentators call an "accumulated wealth analysis"). However, the Committee does not specifically use the accumulated wealth analysis as a material factor in determining the NEO's compensation for a given year.

              The Committee strongly believes that:

•

value realized on prior years' compensation from stock appreciation is the reward for the NEO's work over that period and the achievement of our long-term goals;



•

reducing current year compensation because an executive has realized gains based on a desired creation of shareholder value, or otherwise giving significant weight to an accumulated wealth analysis when making decisions regarding current compensation, is counterproductive and poses an unnecessary risk to shareholder value; and



•

in order to maintain the best group of executives to lead the Company, we must provide a compensation package each year that represents a fair and reasonable reward for the Company's performance that year and the executive's role in it.

              The Committee also considers the recommendations of our Chief Executive Officer with respect to the compensation of our other executive officers. Following these reviews and assessments, the Committee determines the compensation packages for each NEO. This process is subjective and involves the exercise of discretion and judgment. While the Committee will review detailed financial models showing variations in compensation at differing levels of achievement, the Committee does not rely on a fixed formula but rather, it establishes the compensation packages based on the Committee's judgment as to what it believes is reasonable in relation to the levels of shareholder value created at each level of Company performance.

Evaluating Compensation Program Design Using Compensation Comparison Companies

              We believe weshareholders have a unique business model and that there are few, if any, companies of a similar size and complexity engaged in our same lines of business on a global scale. However, in order to ensure that the Committee has a comprehensive view of market trends in executive compensation, the Committee approved a group of compensation comparison companies that reflects multiple aspects of our complex business model and it uses this group to benchmarkoverwhelmingly supported our executive compensation program. In forming2022, the group, the Committee considered companies in the industry sectors listed below, taking into account their relative financial size (with a specific focus on net income and market capitalization), and maintaining a reasonable expectation these companies will have some consistency in termsexecutive compensation proposal was supported by 92% of ongoing industry sector membership.votes cast.

48
• Asset-light demand aggregators;		• Marine, land, and aviation services providers;
• Energy commodity trading organizations;		• Freight forwarding and logistics services providers; and
• Wholesale diversified distributors;		• Systems/payment processing services providers. WORLD FUEL SERVICES CORPORATION

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              The Committee used data derived fromCompensation Discussion and Analysis

In addition to our regular shareholder engagement we conduct throughout the compensation comparison companies group shown belowyear, in late 2022, we contacted our top 10 shareholders, representing 59% of the outstanding shares of our common stock, asking to inform its decisions about NEOengage with them specifically on our Board and governance structure, executive compensation, including amounts, designthe Transformational Awards, and mix of pay components. For 2019, the Committee maintained the same compensation comparison companies group as was utilized in 2018.

​	​	​	​	​	​	​
​		2019 Comparison Companies				​
		• Anixter International Inc.		• Noble Energy,  Inc.
		• Arrow Electronics,  Inc.		• Owens & Minor,  Inc.		​
		• Atlas Air Worldwide Holdings, Inc.		• Performance Food Group,  Inc.
		• C.H. Robinson Worldwide,  Inc.		• Ryder System,  Inc.		​
		• Expeditors International of Washington, Inc.		• Sysco Corporation
		• FleetCor Technologies,  Inc.		• Tech Data Corporation		​
		• Henry Schein,  Inc.		• United Natural Foods,  Inc.
		• Hub Group,  Inc.		• W.W. Grainger,  Inc.		​
		• J.B. Hunt Transport Services, Inc.		• WESCO International,  Inc.
		• Jones Lang LaSalle Incorporated		• WEX Inc.		​
		• Kirby Corporation		• XPO Logistics,  Inc.
		• Landstar System,  Inc.		​		​
​	​	​	​	​	​	​

              Although the Committee believes comparison compensationour sustainability and performance data can be useful, the Committee does not believe that any comparison group company, whose composition is based solelycorporate responsibility initiatives. Based on our industry classification, revenues, net income and/or market capitalization, is fully reflectivethis outreach, we exchanged correspondence and held meetings with investors representing approximately 79% of the markets inoutstanding shares of our common stock held by our top 10 shareholders. The chairs of our Compensation Committee and Sustainability and Corporate Responsibility Committee led the shareholder engagement meetings, which we compete for talent. Consequently, the Committee does not set the executives' target total direct compensation, or anywere also attended by representatives of our investor relations, legal and sustainability teams.

The following table outlines some of the target components of such compensation, at any specific percentile of the comparison group. Rather, it considers, as part of the overall compensation discussion, base salary,feedback we received during our 2022 outreach efforts as well as the target and actual short- and long-term incentive compensation of the NEOs against the 50^th percentile of the comparison group.

Independent Compensation Consultant

              In connectionin previous engagements with the setting of 2019shareholders related to our executive compensation program and the Committee engaged and received advice and assistance fromsteps that our Compensation Strategies, Inc. ("Compensation Strategies"), its independent compensation consultant. Compensation Strategies provides services solely to the Committee and reports directly and exclusively to the Committee. The Committee has assessed the independenceimplemented in light of these discussions.

What We Heard	How We Addressed These Topics
Supportive of use of Transformational Awards to reward implementation of long-term transition to sustainable growth, but want to ensure that it is aligned with creation of shareholder value.	Transformational Awards are tied to absolute Total Shareholder Return performance hurdles, and the maximum performance level would represent approximately $1 billion increase in our market capitalization.
Understand the need for severance in the case of a Change of Control, but believe that all benefits should be based on “double-trigger”.	Amended Mr. Kasbar’s 2008 employment agreement to remove the modified single-trigger for a change of control termination scenario. All change of control arrangements are now “double-trigger”.
Recognized the competitive concerns about performance goals for on-going awards and strategic objectives, but requested more transparency for completed performance periods which affected compensation being awarded.	This CD&A provides additional information with respect to goals achieved for completed performance periods and provides additional insight into the Compensation Committee’s analysis with respect to their decisions on awards for strategic objectives.

Our Compensation Strategies pursuantCommittee seeks to SEC and NYSE rules and the guidelines of its Charter and concludedalign our compensation practices with strong corporate governance practices. As reflected below, we believe that Compensation Strategies' work for the Committee does not raise any conflict of interest and that it is independent.

              For 2019, Compensation Strategies provided assistance to the Committee as follows:

•

assisted in the preparation and review of quantitative analysis used in therobust corporate governance practices are integrated into our 2022 executive compensation setting process;



•

assisted the Committee in developing a competitive analysis of our NEO compensation;



•

provided recommendations for the 2019 compensation for our NEOs;



•

performed a competitive analysis of compensation levels for non-employee directors and provided recommendations for our director compensation program;

​program.

WHAT WE DO

WHAT WE DO NOT DO

✓Rigorous targets – Annual AIP EBITDA Target was set at 31% above 2021 actual results ✓Pay levels are market aligned ✓Robust stock ownership guidelines - 7x base salary for CEO, 5x for CFO and 3x for other executive officers ✓Enhanced post-vesting stock holding requirements ✓“Double-trigger” change of control provisions in employment arrangements and for acceleration of equity ✓Rigorous performance metrics aligned with long-term value creation drivers ✓3-Year performance periods for long-term incentive awards ✓Multi-year vesting of all equity awards ✓Compensation Committee composed entirely of independent directors ✓Independent compensation consultants report directly to Compensation Committee ✓Comprehensive annual assessment of compensation risks

✕No extensive perquisites – All Other Compensation represented less than 0.7% of CEO’s 2022 Total Compensation ✕No hedging of shares and no pledging of shares that count towards stock ownership guidelines ✕No tax gross-ups on perquisites or change of control benefits ✕No pension or supplemental retirement plan benefits ✕No repricing or buy-outs of stock options without shareholder approval ✕No stock options granted below fair market value ✕Equity plan does not permit liberal share recycling ✕No liberal change of control definition in equity plan or employment arrangements

2023 PROXY STATEMENT

49

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•

reviewed the

Compensation Discussion and Analysis in the annual proxy statement;



•

provided general advice on agreements or other documents the Committee was asked to approve;



•

provided updates on regulatory developments and market trends related to executive compensation; and



•

assisted the Committee with the design

Overview of the 2020 Omnibus Plan.

​

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Table of Contents

2022 Executive
Compensation Program

Elements ofOur Compensation

              The Committee uses a variety of compensation elements to establish individual compensation programs for each of itsour NEOs. The table below sets forth the core compensation elements that the Compensation Committee usesused in its programs2022 and the objectivepurpose and material terms of each of these elements.

Element				Purpose	Form of Payout	Material Terms
	Base Salary			Provide a competitive level of fixed compensation	Cash	Represents internal pay equity considerations and may be increased periodically based on factors such as market conditions, changes in roles or expansion of duties
	Annual Incentive Program (AIP)		Profitability Metric	Motivate executives to achieve superior financial performance over a one-year period	Cash	Represents 60% of AIP
						Earned based on growth in EBITDA
						Payouts range from 50% at threshold to 200% maximum
			Strategic Objectives	Motivate and reward achievement of strategic goals that contribute to our long-term growth and operational excellence	Cash	Represents 40% of AIP Earned based on pre-established and approved Strategic Objectives Payouts capped at 100%
		Annual Long-Term Incentive Program (LTIP)	PRSUs	Incentivize executives to sustain long-term performance	Equity	Represents 60% of annual LTIP award Earned based on EPS Growth over 3 years, with a modifier based on ROIC Payouts range from 20% at threshold - 200% at maximum Subject to retention policy, 50% of the shares received net of taxes are required to be held for 3 years post-vesting
			RSU	Provide a retention incentive that promotes sustained stock ownership and alignment with stock price performance	Equity	Represents 40% of the annual LTIP award Vest ratably over 3 years Subject to retention policy, 50% of the shares received net of taxes are required to be held for 3 years post-vesting

              In addition toFor the compensation elements set forth above, the Committee may grant additional equity awards, including sign-on awards, special retention awards or other discretionary awards from time to time. The Committee uses these awards to attract, reward, incentivize and retain key executives that it believes are integral to our overall long-term success, as well as to promote business continuity, drive achievement and growth and ensure proper focus on achieving our long-term strategic objectives.

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2019 Compensation Program

Overview

              In 2019, the Committee used each of the compensation elements described above in establishing the executive compensation programs for Messrs. Kasbar, Birns, Smith, Crosby and Rau and determined the amounts that could be earned for each of these elements in accordance with our pay-for-performance philosophy. Base salary was the only fixedannual performance-based portion of our 2022 compensation program, the NEOs' direct compensation. The remainderCompensation Committee continued to use a combination of the direct compensation for our NEOs was variable and designed to reward: (1) each of our NEOs for achieving specifiedtargeted levels of EBITDA EPSperformance and ROIC, (2) each of our NEOs for achievement of strategic operational and organizational objectives that the Compensation Committee believes wouldwill contribute to our long-termsustainable growth and (3) for Messrs. Crosby and Rau, for achieving specified levels of Operating Income in their respective lines of sight.

              For 2019,over the Committee continued the performance-based components of our annual incentive program that were first introduced in 2018. Specifically, the Committee continued the use of targeted levels oflong term. We define EBITDA which we define as income from operations, excluding the impact of depreciation and amortization and adjusted for non-operational items as appropriate, for the annual incentive program.such as those associated with acquisition-related charges and restructuring-related costs. The Compensation Committee decideddetermined that based on our current strategic focus, EBITDA was the appropriate metric as it is a better indicator of our business'business’ financial performance and each NEO can more directly impact the result. Further, it is aligned with the metrics being provided to our investors as measurements of our current and future operational success. Threshold,In order to foster a culture of collaboration with a shared focus and commitment, the Compensation Committee determined that it would utilize EBITDA as the performance metric for all of our NEOs’ annual incentive programs in 2022 and that the strategic objectives would all be aligned under a limited number of critical focus areas.

For the 2022 long-term incentive program (“LTIP”), the Compensation Committee approved a mix of PRSUs and service-based restricted stock units (“RSUs”) to balance retention and alignment with long-term value creation. Under the LTIP, the Compensation Committee approves a target LTIP value, which is denominated in dollars, and maximum levels were setthen executives are issued PRSUs with a fair market value of 60% of the LTIP value and RSUs with a fair market value of 40% of the LTIP value. The service-based RSUs vest annually in equal installments over a three-year period beginning on the first anniversary after the grant date. The PRSUs are based on our performance in respect of selected financial metrics over a three-year period and vest on the achievementdate after the end of specified levels of growth in EBITDA over the previous year as well as our internal budgets. While each of these performance levels were based on EBITDA,period once the Compensation Committee intended, and did, adjusthas determined the actual results for items that are consideredextent to be non-operational and are not representative of our core business, such as those associated with acquisition-related charges and restructuring-related costs.which the performance goal has been achieved.

              The Committee also continued to utilizeFor the multi-year Performance Share Program ("PSP") in2022-2024 PRSUs issued under the form of Performance SSARs to serve as an overlay toLTIP, the core compensation program. As in prior years, this long-term incentive was based on three-year growth in EPS. However, due in part on our shareholder engagement initiatives, including conversations with investors, theCompensation Committee decided to altercontinue to use growth in adjusted earnings per share (“EPS Growth”) as the PSP performanceprimary financial metric, as modified by adding our ROIC as a modifierreturn on invested capital (“ROIC”) to adjust, positively or negatively, the number of Performance SSARs earned from EPS Growth during the performance period at each level of EPS.achieved. The Compensation Committee believes that while growth in EPS Growth reflects execution of theour strategy to grow the Company,earnings, ROIC measures the efficiency with which our NEOs allocate capital resources to drive that growth, taking into account the quantity of earnings and the quality of earnings and investments that drive sustainable growth.

Base Salary

              Base salary is In addition, for 2022, the only fixed portionCompensation Committee approved the issuance of the Transformational Awards to our then current NEOs and other members of our senior leadership team who were deemed to be critical to the success of our Advancing Energy transformation strategy.

50	WORLD FUEL SERVICES CORPORATION

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Compensation Discussion and Analysis

2022 Compensation Decisions and Results

Payouts Reflect Corporate Performance

Overview

The Compensation Committee considers a mix of cash and equity awards over both the short term and long term as a critical balance in reinforcing our commitment to performance alignment. The Compensation Committee believes that our enhanced compensation program for 2022 continues to strengthen this alignment. Each NEO’s target TDC for 2022 was set early in the year and in consideration of those of our NEOs.new compensation peers, as reported by the Compensation Committee’s independent compensation consultant.

Although a new compensation program was implemented for the 2022 fiscal year, the RSUs granted to the NEOs in March 2022 (and therefore appear in the Summary Compensation Table for 2022) included equity awarded as part of the 2021 Annual Incentive Program, which was payable in cash and equity consistent with past practice. In addition, in November 2022, the Compensation Committee layered on the Transformational Awards which are discussed below.

Following a strong year of financial performance in 2022, our EBITDA Growth exceeded the maximum performance level under the AIP and resulted in a payout for each of the NEOs at the maximum cap of 200% of target. The goals in respect of the Strategic Objectives portion of the AIP were deemed met at the 80% level, however, the Compensation Committee determined to use negative discretion and the payout was reduced to 75%. Mr. Crosby did not receive any payout in respect of the 2022 AIP due to his resignation from his position as Executive Vice President – Global Land in March 2022. Finally, as a reflection of the global economic challenges experienced during the last three years that impacted us and our customers, our 2020-2022 Performance-Based RSUs did not meet the threshold level of performance and were forfeited in their entirety.

The table below shows: (i) the actual compensation earned by each NEO for performance during the 2022 fiscal year, and (ii) the target grant value of the long-term equity incentive awards approved by the Compensation Committee and issued in 2022, which will not vest until after 2022 based on our financial performance as indicated below or in the case of the service-based RSUs, subject to the NEO’s continued service. (Amounts in dollars)

		Compensation Earned (2022 Performance)								Compensation Opportunity (Long-Term Performance)
NEO		Base Salary		2022 AIP(1)		2020-2022 LTIP Equity(2)		Total		2022-2024 LTIP Equity(3)		Transformational Awards(4)		Total
Kasbar		$979,167		$2,625,000		$—		$3,604,167		$4,500,000		$5,000,000		$9,500,000
Birns		608,333		1,012,500		—		1,620,833		1,550,000		1,400,000		2,950,000
Rau		608,333		1,005,000		—		1,613,333		1,150,000		1,400,000		2,550,000
Smith		600,000		975,000		—		1,575,000		1,100,000		—		1,100,000
Crosby(5)		125,000		—		—		125,000		1,000,000		—		1,000,000

(1)	Reflects the amount of annual cash incentive earned for 2022 based upon EBITDA Growth and Strategic Objectives achievement.
(2)	Reflects the actual payout in respect of the PRSUs granted in March 2020, which were based on EPS Growth for the three-year period ending in 2022 and were forfeited since they did not meet the threshold level of performance.
(3)	Reflects the target value of the PRSUs granted in March 2022, which will only vest based on our EPS Growth for the three-year period ending in 2024, together with the grant date value of the service-based RSUs awarded in March 2022, which vest in equal annual installments commencing in 2023.
(4)	The Transformational Awards will only vest based on our absolute TSR over the three-year period ending in 2025. The amounts above reflect the target dollar value of the award approved by the Compensation Committee, which was then divided by our closing stock price on the grant date. For accounting purposes, the grant date fair value of these awards is based on a Monte Carlo valuation and therefore, the grant date fair value included in the Summary Compensation Table is greater than the target value set forth above.
(5)	Mr. Crosby resigned on March 31, 2022 and forfeited his 2022-2024 LTIP Equity.

2023 PROXY STATEMENT

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Compensation Discussion and Analysis

Base Salaries

The Compensation Committee refers to compensation data from the compensation peers (as described below) for determining the appropriate positioning of base salaries of our executive officers. Typically, when considering an adjustment to an NEO’s base salary, for each NEO is based on various factors, includingthe Compensation Committee reviews the survey data and evaluates the NEO’s position relative to the market, level of responsibility, experience, tenureinternal placement, and capacity for growth. overall performance. The Compensation Committee also considers the NEO’s success in achieving business objectives, promoting our values and overall contribution to success, improving health and safety, demonstrating leadership, and achieving specific individual performance goals.

2022 Base Salary Decisions. In March 2019,early 2020, the Compensation Committee had reviewed the base salaries for our NEOs and determined to increase Mr. Rau'sKasbar’s salary by $50,000from $900,000 to gradually$1,000,000 to make his compensation more competitive with industry levels and to reflect his experience, tenure and contribution to the Company. No other changesHowever, due to NEOthe subsequent impact of the COVID-19 pandemic on business conditions, Mr. Kasbar had declined the salary increases for 2020 and 2021. In late 2021, the Compensation Committee reviewed the NEOs’ salaries and determined that the increase for Mr. Kasbar continued to be warranted. Taking into consideration the Company’s recovery to nearly pre-pandemic levels of performance, Mr. Kasbar accepted the base salary increase, effective beginning in March 2022.

In late 2022, the Compensation Committee again reviewed the base salaries were madefor our NEOs. During the review, the Compensation Committee took into consideration the fact that Mr. Crosby’s resignation earlier in 2019.

Annual Incentive Program

the year and Mr. Smith’s retirement from his position as Executive Vice President and Chief Operating Officer at the end of 2022 would result in additional duties being assumed by Messrs. Birns and Rau. The Committee's designCompensation Committee therefore approved an increase in the base salaries of the annual incentive compensation program is intended to promote investments in near-term and long-term growth opportunities, as well as motivate and reward annual performance. As such, the annual incentive program for each of Messrs. Kasbar, Birns Smith, Crosby and Rau consisted of a mix offrom $600,000 to $700,000 to reflect the additional responsibilities and better align their respective salaries with industry levels and the compensation peers.

Annual Incentive Program

We pay performance-based annual incentive awards based on annual EBITDA growth

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Tableto our executives to foster a results-driven, pay-for-performance culture, and to align executives’ interests with those of Contents

and, for Messrs. Crosby and Rau, also growth in Operating Income for their respective lines of sight. Each NEO was also provided the opportunity to earn a strategic objectiveour shareholders. Annual cash incentive award based onawards are earned according to the individual'sachievement of company-wide financial metrics and strategic company-wide and individual objectives. Our Compensation Committee selects performance against certain strategic operationalmetrics that it believes support our strategy and organizational objectives.strike a balance between motivating our executives to increase near-term financial and operating results and driving sustainable long-term growth and value for shareholders.

Performance-RelatedAs discussed above, our Compensation Committee significantly modified our Annual Incentive Awards

              In 2019, our performance-related incentive awards were structured so that they are aligned with each NEO's responsibilities. Accordingly, Messrs. Kasbar, BirnsProgram for 2022, reflecting an enhanced executive compensation structure which is more heavily weighted towards equity and Smith's compensation was based on EBITDA growth atlong-term performance. Specifically, the consolidated level. TheCompensation Committee believes that this metric is appropriate because Messrs. Kasbar, Birns and Smith have roles that directly affecteliminated the strategic direction of the Company and our overall performance on a consolidated basis. For Messrs. Crosby and Rau, who each individually oversee a component of our operations, the Committee decided to award a portion of their performance-related incentive award based on EBITDA achievement and a portion based on the Operating Income for select lines of sight for which they have responsibility and for which the Committee believes they can impact achievement levels.

              As in prior years, the performance-related incentive award for 2019 was payable in cash and equity with the Committee establishing threshold levels at which each component would begin to be earned. The Committee then established the amount of cash and equity that would be earned at target and maximum performance levels. The Committee believes that awarding a portion of the annual performance-related incentive award in equity that vests over time once earned further aligns our NEOs interests with the interestsAIP, which represented 12.5% of our shareholdersChief Executive Officer’s 2021 TDC and encourages executive decision-making that maximizes value creation overan average of 13.7% of our other NEOs’ 2021 TDC and reduced the long-termoverall percentage and leadsabsolute dollars of TDC payable in cash.

		Annual Cash Incentive Opportunity
NEO		2021			2022			Difference
Kasbar		$	2,000,000		$	1,750,000		($	250,000	)
Birns		$	700,000		$	675,000		($	25,000	)
Rau		$	750,000		$	650,000		($	100,000	)
Smith		$	660,000		$	650,000		($	10,000	)
Crosby		$	750,000		$	650,000		($	100,000	)

Our 2022 AIP cash incentive opportunity was based (1) 60% on a company-wide financial profitability metric and (2) 40% on achievement of pre-established qualitative and quantitative strategic objectives. While the profitability metric is subject to share price appreciation.

              In Marcha maximum payout of 200%, the strategic objectives are subject to a maximum payout of 100%, resulting in an effective combined maximum payout of 160%. At the beginning of the subsequentfollowing year, the Compensation Committee determines the extent to which the level of financial performance was achievedmetric and thereafter the dollar value ofstrategic objectives have been met and any cash or equity earned by each NEO. In the event that growth falls anywhere between the specified performance levels, linear interpolation is applied to determine the appropriate payout. The amount of equity awarded is calculated by dividing the dollar amount earned by the NEO for EBITDA Growth by the closing price of our common stock on the NYSE on the date of issuance in March of the year following the performance year. Once issued, the equity vests ratably in equal annual installments over the following three years, beginning on the first anniversary of the grant date.subsequent amounts paid out.

Financial Metric
For 2019, the Committee established the following threshold, target and maximum opportunities for our performance-related incentive awards and the amounts that would be paid in cash and equity. As2022, as in prior years, the Compensation Committee chose to use RSUs forapproved Adjusted EBITDA as the equity portion of theprofitability metric upon which our annual performance-related incentive award rather than restricted stock based on tax considerations.

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Company Profitability

Bonus Opportunity – EBITDA

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

NEO

​

Threshold

​

Target

​

Maximum

​

​

Kasbar

Equity

$

100,000

$

600,000

$

3,492,500

​

​

​

Cash

​

70,000

​

900,000

​

2,857,500

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Total

​

170,000

​

1,500,000

​

6,350,000

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Birns

Equity

50,000

240,000

1,430,000

Cash

40,000

360,000

1,170,000

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Total

90,000

600,000

2,600,000

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Smith

Equity

​

50,000

​

240,000

​

1,430,000

​

​

​

Cash

​

40,000

​

360,000

​

1,170,000

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Total

​

90,000

​

600,000

​

2,600,000

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Crosby

Equity

50,000

200,000

965,000

Cash

100,000

300,000

785,000

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Total

150,000

500,000

1,750,000

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Rau

Equity

​

50,000

​

200,000

​

965,000

​

​

​

Cash

​

100,000

​

300,000

​

785,000

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Total

​

150,000

​

500,000

​

1,750,000

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

The Committee then determined thefinancial performance levels of EBITDA at which the performance-related incentive awards could be earned by our NEOs, beginning with our income from operations calculated in accordance with generally accepted accounting principles, or GAAP, excluding depreciation, amortization and adjusting for non-operational items to the extent deemed appropriate by the Committee. The following EBITDA performance levels for 2019 were based on growth over the previous year and our internal budgets, with the threshold, target and maximum performance levels representing significant growth over the previous year.

		Performance Level		​	EBITDA (millions)		​
		Threshold		$	364.2
		Target		$	373.8		​
		Maximum		$	467.3
​	​	​	​	​	​	​	​

Line of Sight Profitability

              For each of Messrs. Crosby and Rau, a portion of their performance-related incentive award was alsoevaluated based on the Operating Incomefollowing criteria, among others:

●	The Compensation Committee considers Adjusted EBITDA to be a good indicator of the quality of our earnings.
●	Investors and market analysts often value us by reference to a multiple of Adjusted EBITDA, so this metric aligns our NEOs’ 2022 compensation to a key market valuation method.

52	WORLD FUEL SERVICES CORPORATION

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Table of select partsContents

Compensation Discussion and Analysis

Performance Levels and Payout. The process used to set annual Adjusted EBITDA targets starts with a review of our business for which they had responsibility. For Mr. Crosby, this amount was based onplans and projections following bottom-up planning from the Operating Income offield. Adjusted EBITDA targets may increase or decrease year-over-year, taking into account, among other things, industry conditions in the markets we serve, our government-related physical operations ("Physical Operations LOS")expectations about commodity prices and other costs related to the Operating Income ofproducts and services we offer, our land segment, excludingcash requirements and activity growth potential, as well as assumptions relating to our payment processing operationsacquisition and Physical Operations LOS ("Land LOS"). For Mr. Rau, this amount was based on the combined Operating Income of our marine segment and our aviation segment, excluding our payment processing operations and Physical Operations LOS ("Aviation/Marine LOS").

​

World Fuel Services Corporation|2020 Proxy Statement    46

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              For 2019, the Committee set the following threshold, target and maximum cash bonus opportunities for the Operating Income of Messrs. Crosby's and Rau's respective lines of sight.

Bonus Opportunity – Line of Sight Operating Income

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

NEO

​

Threshold

​

Target

​

Maximum

​

Crosby

Land

$

75,000

$

350,000

$

900,000

​

​

​

Physical Operations

​

50,000

​

100,000

​

300,000

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Total

​

125,000

​

450,000

​

1,200,000

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Rau

Aviation/Marine

200,000

450,000

1,200,000

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

The Committee established the threshold, target and maximum performance levels for each line of sight based on our confidential operating plan.divestiture activities. The threshold performance was set almost 10% above the prior year's performance,2021 actual Adjusted EBITDA of $238.1 million, while the target level represented significant growth and the maximum performance level was intended to be extremely challenging, representing extraordinary annual growth.set at 31% above 2021 actual Adjusted EBITDA.

														TARGET PERFORMANCE SET 31% ABOVE 2021 ACTUAL
Performance Level		Threshold			Target			Maximum			Actual
Adjusted EBITDA		$250	M		$312	M		$343	M		$380	M
Payout		50	%		100	%		200	%		200	%

Strategic Objectives

              As part of its annual incentive program, theThe Compensation Committee also rewards NEOs based on the achievement of certain strategicpre-established qualitative and quantitative objectives that support key strategic and operational areas of focusfocus. The cash amount payable for Strategic Objectives in 2022 represents up to 40% of the target AIP award for each NEO but cannot exceed that amount.

For 2022, the Compensation Committee established 9 qualitative and quantitative strategic objectives for the year. In 2019, thesecompany, which applied to all NEOs, and several individual strategic objectives related to a number of Company initiatives, including sharpening the portfolio, digitizing the business to, among other things, enhance the customer experience and increase efficiencies, developing talent and fostering a culture of innovation, as well as driving operational efficiencies and increasing operating leverage. The Committee sets the maximum cash incentive at the beginning of the year and determines in March of the following year the percentage of cash compensation that will be awarded based on each NEO's individual achievement of their respective objectives. For 2019, the Committee set the following maximum cash incentive for each NEO based on responsibilities. These strategic objectives were categorized into four areas of focus: Corporate Development, Returns & Efficiencies, Talent & Organization and Business Initiatives. There were no specific weightings assigned to the Committee's reviewstrategic objectives and no individual strategic objective was material to the determination of level of achievement.

In early 2023, the Compensation Committee evaluated each NEO’s performance against the Strategic Objectives and noted that the NEOs had met the strategic objectives at an average of 80%, but elected to exercise negative discretion and approved a payout at the 75% level for each of the objectives as whole and each individual NEO's contribution to achieving those objectives.NEOs. In evaluating the performance at the end of the year, the Compensation Committee noted the following achievements:

​   Strategic Objective Focus Area		NEO2022 Achievement Highlights		​	Maximum Cash Incentive
Corporate Development		Kasbar			$   750,000		Generated more than $300 million of cash from the sale of non-core assets, including the sale of our Multi Service payment solutions business in 2021. Leveraged proceeds from divestitures to acquire Flyers Energy at the beginning of 2022, a material player in the North American land fuel delivery ecosystem, which delivered strong operating results in 2022.
Returns & Efficiencies		Birns		​	300,000		​Restructured our Marine business throughout the last several years, creating the opportunity to drive extraordinary financial performance in 2022 during a period of extreme market price volatility.
Talent & Organization		Smith			300,000		Leveraged our common operating model in Aviation and Marine to further enhance our liquid land and World Kinect sustainability businesses by realigning teams and hiring top talent where needed. Established a comprehensive sustainability advisory team by merging into it our carbon footprint reporting and energy efficiency teams, with leaders in place for all regions.
Business Initiatives	Continued growing of our natural gas and power fulfillment and brokerage activities, as well as our sustainability consulting and other renewable energy solutions through World Kinect Energy Services, which combined, represented nearly 25% of Land segment gross profit in 2022. Expanded our physical operations in select areas to further solidify our competitive position, including several new jet fuel locations in key countries. Supplied sustainable aviation fuel and renewable diesel for a number of trials and demonstrations by customers in the aviation and marine sectors.

2023 PROXY STATEMENT

Crosby     53

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Compensation Discussion and Analysis

SUMMARY OF 2022 ANNUAL INCENTIVE PLAN PAYOUTS

NEO		Target Opportunity			2022 Total Annual Incentive Earned ($)
Kasbar		$	1,750,000		$	2,625,000
Birns		$	675,000		$	1,012,500
Rau(1)		$	650,000		$	1,005,000
Smith		$	650,000		$	975,000
Crosby(2)			—			—

(1)		​	150,000		​Mr. Rau received an additional $30,000 of his annual incentive opportunity in recognition of his increased responsibilities and his overall performance related to the Global Land business.
(2)		Rau			150,000
​	​	​	​	​	​	​	​ Mr. Cosby resigned on March 31, 2022 and therefore was not eligible to participate in the 2022 AIP.

Long-Term Incentive Program

Performance-Based Share Plan

As discussed above, the Compensation Committee utilizedbenchmarked our executive compensation structure against our revised compensation comparison group and, consistent with their practices, based on consultation with its independent compensation consultant, decided to increase total target equity opportunities, but shift target opportunity to only measure long term performance using a combination of performance-based (60%) and service-based (40%) RSUs. The Compensation Committee decided a balance of performance-based and service-based equity was appropriate as service-based equity, which is fixed at the PSPnumber of shares issued on the grant date, provides a retention incentive that promotes sustained stock ownership and alignment with stock price performance, while performance-based equity incentivizes and rewards executives for long-term sustained performance. Service-based RSUs vest ratably on the first through third anniversaries of the grant date and the vesting of PRSUs is subject to financial performance over a three-year period. The target long-term incentive opportunity for each of the NEOs is shown below:

NEO		Target Long-Term Incentive Opportunity		Performance-Based PRSUs (60%)(1)			Service-Based RSUs (40%)(1)
Kasbar		$4,500,000		$	2,800,000		$	1,700,000
Birns		1,550,000		$	930,000		$	620,000
Rau		1,150,000		$	690,000		$	460,000
Smith		1,100,000		$	660,000		$	440,000
Crosby(2)		1,000,000		$	600,000		$	400,000

(1)	The number of RSUs awarded is calculated by dividing the respective target long-term opportunity by the fair market value, as defined in the 2021 Omnibus Plan. Please refer to the Grants of Plan-Based Awards for the number of PRSUs and service-based RSUs granted.
(2)	Mr. Crosby resigned on March 31, 2022 and forfeited his 2022-2024 LTIP Equity.

Performance-Based PRSUs

Consistent with prior years, the PRSU award in 20192022 was based on the achievement of adjusted EPS Growth during the three-year performance period ending in 2024, as modified by our ROIC, in order to incentivize long-term growth. Under the PSP, executives are granted an opportunity each year to earn a fixed-dollar target award of equity (the "PSP Opportunity") which is issued at the beginning of a three-year performance period. The PSP Opportunity can be earned based on the achievement of a specified level of EPS Growth, as modified by our ROIC, for the three-year performance period beginning January 1st of the first year of the performance period and ending on December 31st of the

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third year of the performance period. The corresponding payout for the level of EPS Growth achieved will then be modified upwards or downwards within a specified range based on our ROIC over the same three-year performance period.

              The PSP award is designed to provide our executives with appropriate incentives to balance the objectives of maximizing earnings with a minimum amount of dilution, while at the same time ensuring an effective use of our capital resources. Once a three-year performance metric is set, it cannot be changed. At the beginning of the year following the end of the three-year performance period, the Committee will determine the level of EPS Growth achieved based on our financial results, and the corresponding payout will then be modified upwards or downwards within the specified range based on our ROIC percentage for the same three-year performance period. The executive will thereafter be delivered any earned equity in March of the year following the performance period.

              Similar to 2018, the Committee utilized Performance SSARs in 2019 rather than RSUs. The exercise price of the Performance SSARs was set at $29.68 per share, which was the closing stock price on the grant date. The PSP Opportunity was then divided by the fair value of the Performance SSAR on the date of the award (based on Black Scholes) to calculate the number of SSARs to be issued. The Committee determined the threshold, target, excellence and maximum EPS Growth performance levels for the three-year performance period commencing on January 1, 2019 and ending on December 31, 2021, as modified by our ROIC over that period, based on our internal targets, with the maximum performance set at a level that could only be attained when applicable results are exceptional and justify the higher bonus payout. Once earned, the applicable number of earned Performance SSARs would vest in March 2022, the third anniversary of the grant date, and expire in March 2024, the fifth anniversary of the grant date.

              TheCompensation Committee believes that this layering approach to long-term equityutilizing these two metrics (1) is consistent with the practices of our compensation comparison companies and the broader market and (2) provides executives a consistent and continuous incentive to focus on our long-term growth in EPS and to share in increases in our market value, while maintaining effective use of our capital resources. For 2019,These performance metrics align with our strategic focus of driving sustainable growth, efficiently using our available capital and increasing the PSP Opportunity and the target number of Performance SSARs granted by the Committee to eachvalue of our NEOs iscommon stock for shareholders.

Adjusted EPS Growth

ROIC Multiplier %

Payout

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Compensation Discussion and Analysis

2022 – 2024 PRSUs

In early 2022, the Compensation Committee determined the threshold, target and maximum EPS Growth levels for the 2022 – 2024 performance period based on our internal targets and confidential operating plan. The maximum performance was set forth below.

		​		Performance SSARs					​
​	​	​	​	​	​	​	​	​	​
​		NEO		Target Grant Date		​	Target Number		​
​				Dollar Value		​	of Performance SSARs		​
		Kasbar		$   1,000,000			109,290
​		Birns		500,000		​	54,645		​
		Smith		500,000			54,645
​		Crosby		300,000		​	32,787		​
		Rau		300,000			32,787
​	​	​	​	​	​	​	​	​	​

at a level that could only be attained when applicable results are exceptional and justify the higher payout. The Compensation Committee then established the following EPS GrowthROIC performance levels. Thelevels that would be utilized to adjust the number of Performance SSARsRSUs that would be earned within the ranges set forth below in respect of the level of EPS Growth achieved for the three-year performance period will be adjusted upwards or downwards within the ranges set forth below based on our ROIC percentage for that period:

		Performance Level		Payout (% of target)		​
		Threshold		40% - 60%
		Target		80% - 120%		​
		Excellence		120% - 180%
		Maximum		160% - 200%		​
​	​	​	​	​	​	​

period. In the event that growthperformance falls anywhere between the foregoing performance levels, linear interpolation will beis applied to determine the appropriate payout.

​

World Fuel Services Corporation|For 2022, the payouts at the threshold level, were set at below those utilized in 2021 to ensure that our NEOs’ compensation only approaches target to the extent that our performance meets our plan. Consequently as seen below, the payouts for threshold level performance, as adjusted for ROIC, reduced from 30% to 50% in 2021 to 20% to 30% in 2022. The table below sets forth the payout ranges for the 2022 – 2024 PRSUs.

EPS Performance Level		ROIC Performance Level
		Threshold		Target		Maximum
Threshold		20%		25%		30%
Target		80%		100%		120%
Maximum		160%		180%		200%

2020 Proxy Statement    48

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– 2022 PRSUs

In early 2023, the Compensation Committee evaluated our EPS performance for the 2020 – 2022 performance period against metrics that had been set prior to the onset of the COVID-19 pandemic. The performance targets were set at rigorous levels, with Threshold performance set above 2019 actual and Target performance set 17% above the 2019 actual EPS of $2.71 per share. Although the pandemic was not contemplated at the time that the metrics were established, the Compensation Committee did not modify the metrics during the performance period and did not exercise positive discretion upon the completion of the performance period. As the EPS did not meet the threshold, the 2020 – 2022 PRSUs were forfeited in their entirety.

Performance Level		Threshold		Target		Maximum		Actual
EPS		$2.83		$3.17		$3.74		$2.04
Payout (Based on ROIC)		(40% - 60%)		(80% -120%)		(160% - 200%)		0%

2022 Transformational Awards

Supporting the Next Stage of Our Diversification and Growth Strategy

Our vision is to support our customers and suppliers in their transition to a sustainable future, while continuing to serve their needs today through low-cost tailored fuel, energy and digital solutions. In support of our vision, we have established our Advancing Energy transformation strategy as a set of ambitious goals and initiatives that we believe will not only enable the decarbonization of the transportation industry, but will also transform our Company by merging into our existing core offerings products and services that create:

●	greater digital engagement with our customers and deliver additional recurring revenue through an expanded portfolio of complementary digital products; and
●	increased demand for our renewable energy offerings and growth in our renewable energy ecosystem by enhanced sustainability solutions and lower carbon alternatives throughout our supply chains.

In the Compensation Committee’s view, the initiatives necessary to execute on our long-term vision for enabling the decarbonization of the transportation industry, particularly in the hardest-to-abate sectors like aviation and marine, will require extraordinary efforts from our senior management in areas that go above and beyond our day-to-day business operations. Therefore, in order to support the execution of our Advancing Energy transformation strategy, the Compensation Committee, in consultation with its independent compensation consultants, granted the Transformational Awards in November 2022 to our Chief Executive Officer and Messrs. Birns and Rau, as well as other members of our senior leadership team whose roles will be critical in successfully leading us through the next phase of our diversification and growth.

2023 PROXY STATEMENT

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Additional EquityCompensation Discussion and Analysis

The Compensation Committee decided to grant the Transformational Awards

              During in the evaluationform of “at-risk” PRSUs, which are earned from 0% to 200% based on our NEO's 2019 compensation,absolute TSR over the Committee determinedthree-year performance period beginning on the grant date. TSR achievement will be measured as the volume-weighted average trading price for the 30 consecutive trading days prior to provide additional incentive for Mr. Kasbareach of the grant date and the end of the performance period to drive shareholder value and long-termbetter reflect sustained growth and awarded Mr. Kasbar a service-based SSAR award. The Committee concluded that such incentive would be appropriate to effectively motivate, reward and retain Mr. Kasbar while further aligning his interests with our shareholders. Consequently, in March 2019, the Committee granted Mr. Kasbar service-based SSARs with a grant date fair value of $1,000,000, which vestsversus market volatility. Any earned PRSUs will vest 50% on the thirdmeasurement date after the end of the performance period on which the Compensation Committee determines the extent to which the performance goal has been achieved, with the remaining 50% vesting the following year on the fourth anniversary of the grant date, subject to continued service by the executive.

The Compensation Committee believes the Transformational Awards align with our established pay-for-performance philosophy and expires ontheir value will only be fully realized if we achieve our transformation strategy objectives. The Transformational Awards will be forfeited in full if our TSR at the fifth anniversary of the grant date. For more information about the SSARs, see the "Grants of Plan-Based Awards" table below.

Determining 2019 Performance Results

              In early March of 2020, the Committee determined our financial metrics achieved and the extent to which each of our NEOs achieved their strategic objectives. As part of this determination, the Committee could use its discretion to determine on a case-by-case basis the extent to which recognition or charges to EBITDA or Operating Income are to be included or excluded from the determinationend of the performance period falls below the threshold level; the maximum performance level achieved. For example,is intended to reward extraordinary effort and achievement to drive significant shareholder returns, representing an increase in our market capitalization of approximately $1 billion as compared to the grant date.

Aligned with Shareholder Interests

The Compensation Committee could adjust for non-operational itemsdesigned these Transformational Awards to be aligned with shareholder interests. In line with this design, the Compensation Committee has committed to not make any discretionary adjustments to these targets during the course of the performance period. Key features of the Transformational Awards include:

	100% performance based
	~$1B increase in market capitalization from the grant date required to earn maximum payout
	3-year performance period, without interim measurement opportunities
	Rigorous absolute TSR targets
	200% maximum payout cap
	4-year vesting period for earned shares, if any:

●	50% on the measurement date; and
●	50% on the 4th anniversary

Factors Considered in Designing the Strategic Transformational Award

In determining the appropriateness of granting the Transformational Awards, the Compensation Committee received relevant information and one-time benefitsbenchmarking data from each of its independent compensation consultants. Using this information and data, the Compensation Committee considered the following factors in approving the Transformational Award:

●	Evolving market dynamics, which provide significant potential for growth in our sustainability and digital products, services and solutions to unlock long-term growth in shareholder value
●	The desired outcomes of our long-term transformation strategy
●	Shareholder-friendly features built into the incentive program design
●	Incentives needed to retain, motivate and encourage executive leaders to continue driving the transformational growth strategy – recognizing that the path to helping our clients decarbonize their operations may not be reflected in our traditional long-term growth metric of EPS Growth
●	The relative benchmarks within our industry and compensation comparison companies, including practices related to special long-term transformation-focused incentives

The table below reflects the target award values approved by the Compensation Committee, which differ from the accounting grant date fair values as calculated in accordance with ASC 718 and presented in the “Fiscal Year 2022 Summary Compensation Table” and the “Grants of Plan-Based Awards Table”.

NEO		Transformational Award (Approved Target Value)		Transformational PRSUs (# at Target)
Kasbar		$5,000,000		181,160
Birns		$1,400,000		50,725
Rau		$1,400,000		50,725

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Compensation Discussion and Analysis

Annual Compensation Setting Process

Annually, the Compensation Committee reviews and assesses:

●	each NEO’s responsibilities and role with respect to overall corporate policy-making and strategy, management, operations and administration, as well as the importance of retaining the executive and their individual performance;
●	recent and historical financial performance and forecasts for the current and upcoming years, recent stock price movements and other market related impacts, current and expected business conditions, including global oil prices and cost of capital; and
●	the nature, amounts, award terms and mix of all elements of the NEOs’ compensation, both individually, for internal consistency, and in the aggregate, to ensure that our executive compensation programs adhere to the core principles.

The Compensation Committee also reviews a detailed historical compensation analysis to ensure that it is fully informed of all the compensation and benefits each NEO has received as an employee of ours. This analysis includes information such as the aggregate amounts realized from prior years’ compensation, the potential future payout scenarios at various levels of achievement—taking into account any outstanding unearned performance-based awards—and the current value (as compared to the grant date fair value) of outstanding equity awards and of each NEO’s shareholdings in our stock (what some commentators call an “accumulated wealth analysis”). However, the Compensation Committee does not specifically use the accumulated wealth analysis as a material factor in determining the NEO’s compensation for a given year.

The Compensation Committee also considers the recommendations of our Chief Executive Officer with respect to setting the compensation of our other executive officers.

Evaluating Compensation Program Design Using Compensation Comparison Companies

We believe reflect our on-going business model is unique and that there are few, if any, companies of a similar size and complexity engaged globally in all of our lines of business. Most recently, the Compensation Committee had previously approved a group of compensation comparison companies that reflected multiple aspects of our complex business model and used this group to benchmark our executive compensation program. Due to various corporate transactions, several members of this group were no longer suitable for use as comparison companies and thus the group was left with too few members. Consequently, the Compensation Committee engaged with its independent compensation consultant, Compensation Strategies, Inc., to revise the compensation comparison group for 2022 by drawing from the companies in the industry sectors listed above, along with those considered peers by proxy advisory groups, and peers of peers—with a specific focus on companies in our GICS sector, Energy. The Compensation Committee also took into account the companies’ relative financial size (with a specific focus on net income and market capitalization).

2023 PROXY STATEMENT

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Compensation Discussion and Analysis

2020/2021 Comparison Companies (n=23)
Anixter International Inc.	Noble Energy, Inc.
Arrow Electronics, Inc.	Owens & Minor, Inc.
Atlas Air Worldwide Holdings, Inc.	Performance Food Group Corporation
C. H. Robinson Worldwide, Inc.	Ryder System, Inc.
Expeditors International of Washington, Inc.	Sysco Corporation
FleetCor Technologies, Inc.	Tech Data Corporation
Henry Schein, Inc.	United Natural Foods, Inc.
Hub Group, Inc.	WESCO International, Inc.
J.B. Hunt Transport Services, Inc.	WEX Inc.
Jones Lang LaSalle Incorporated	W.W. Grainger, Inc.
Kirby Corporation	XPO Logistics, Inc.
Landstar System, Inc.

2022 Comparison Companies (n=20)
Atlas Air Worldwide Holdings, Inc.	PDC Energy Inc.
C. H. Robinson Worldwide, Inc.	Performance Food Group Corporation
Delek US Holdings, Inc.	Range Resources Corporation
Expeditors International of Washington, Inc.	Renewable Energy Group, Inc.
HollyFrontier Corporation	Ryder System, Inc.
Hub Group, Inc.	Southwestern Energy Company
J.B. Hunt Transport Services, Inc.	Sysco Corporation
Kirby Corporation	United Natural Foods, Inc.
Landstar System, Inc.	W.W. Grainger, Inc.
PBF Energy Inc.	XPO Logistics, Inc.
Removed      Added

The Compensation Committee used data derived from the revised compensation comparison companies group shown above to inform its decisions about NEO compensation including amounts, design and mix of pay components. Although the Compensation Committee believes comparison compensation and performance data can be useful, it does not believe that any comparison group company, whose composition is based solely on our industry classification, revenues, net income and/or the effortsmarket capitalization, is fully reflective of the NEOs. In addition,markets in which we compete for talent. Consequently, the Compensation Committee could exercise negative discretion ondoes not set the prescribed incentive awards in accordance with the termsexecutives’ target TDC, or any of the 2016 Omnibus Plan, as it deemed appropriate.

Annual Incentive Awards

Company Profitability.    The Committee evaluated our 2019 actual financial results and decided, consistent with the foregoing, to make adjustments for certain non-operational items,target components of such as those associated with acquisition-related charges and restructuring-related costs, which the Committee believed did not adequately reflect the on-going business and financial performancecompensation, at any specific percentile of the Company or economic trends. Based on the foregoing evaluation, the Committee determined that our EBITDA performance was above the target level, totaling $409.2 million, or 109% of target. As a result, our NEOs received the following payouts under the cash and equity portionscomparison group. Rather, it considers, as part of the annual incentive awards:

		​		2019 Annual Incentive Award Payout EBITDA				​
​	​	​	​	​	​	​	​	​
​		NEO		Cash		Equity*		​
		Kasbar		$   1,868,903		80,815
		Birns		734,614		31,766		​
		Smith		734,614		31,766
		Crosby		535,629		20,391		​
		Rau		535,629		20,391
​	​	​	​	​	​	​	​	​

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*

The equity portion was issued on March 15, 2020 in the form of RSUs that vest ratably on the first, second and third anniversaries of the grant date to further align the interests of our NEOs and our shareholders.

Line of Sight Profitability.    The Committee also determined that (i) the Operating Income for the Aviation/Marine LOS was betweenoverall compensation discussion, base salary, as well as the target and maximum level, (ii)actual short- and long-term incentive compensation of the Operating IncomeNEOs against the 50th percentile of the comparison group.

Role of Independent Compensation Consultants

In connection with the setting of 2022 executive compensation, the Compensation Committee engaged and received advice and assistance from Compensation Strategies, Inc. (“Compensation Strategies”), its independent compensation consultant. The Compensation Committee also engaged and received advice from Pearl Meyer & Partners, LLC (“Pearl Meyer”). Compensation Strategies and Pearl Meyer provide services solely to the Compensation Committee and report directly and exclusively to the Compensation Committee. The Compensation Committee has assessed the independence of Compensation Strategies and Pearl Meyer pursuant to SEC and NYSE rules and the guidelines of its Charter and concluded that Compensation Strategies’ and Pearl Meyer’s work for the Physical Operations LOS exceededCompensation Committee does not raise any conflict of interest and that each is independent.

For 2022, Compensation Strategies provided assistance to the maximumCompensation Committee as follows:

●	assisted in the preparation and review of quantitative analysis used in the compensation setting process;
●	assisted in revising the compensation comparison companies group for 2022;
●	assisted in developing a competitive analysis of our NEO compensation;
●	assisted with the design of the NEOs’ annual and long-term compensation plans;
●	provided recommendations for the 2022 compensation for our NEOs, including for the Transformational Awards;
●	performed a competitive analysis of compensation levels for non-employee directors and provided recommendations for our director compensation program;
●	reviewed the Compensation Discussion and Analysis in the annual proxy statement;
●	provided general advice on agreements or other documents the Compensation Committee was asked to approve; and
●	provided updates on regulatory developments and market trends related to executive compensation, particularly in light of the SEC’s new pay-vs-performance compensation disclosure requirements.

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Compensation Discussion and Analysis

For 2022, Pearl Meyer provided assistance to the Compensation Committee as follows:

●	assisted in the preparation and review of quantitative analysis used in the compensation setting process;
●	assisted in developing a competitive analysis of our NEO compensation;
●	assisted with the design of our Transformational Awards.

Employee Benefits and Executive Perquisites

Other Benefits and Perquisites

Our NEOs are eligible for the same health and welfare benefits as are available to all our eligible employees during active employment. These benefits include medical, dental, vision, short- and long-term disability, term life insurance and accidental death and dismemberment coverage. Our NEOs also receive additional company paid individual disability insurance coverage and executive life insurance coverage which is available for all officers at the vice-president level and (iii) the Operating Incomeabove, and, for the Land LOS did not meet the threshold level. Consequently, for this component of Messrs. CrosbyKasbar and Rau's annual performance-based cash incentive awards, Mr. Crosby earned the maximum of $300,000 for the

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Physical Operations component and zero for the Land component and Mr. Rau earned $612,319 for the Aviation/Marine component.

Strategic Objectives.    The NEOs were successful in accomplishing several of their 2019 objectives, including successfully divesting of certain non-core business activities, digitizing several aspects of our back office functions to improve efficiencies and reduce cost, launching the myWorld portal in several lines of business to allow customers to manage their fuel purchases online using automated functionality, and expanding our talent development program through, among other things, the implementation of various rotational and internship opportunities. However, the Committee determined that the strategic objectives had not been fully accomplished to some degree by eachBirns, a portion of the NEOs. Accordingly, the Committee decided to exercise its negative discretion by reducing the valuecost of the strategic objective cash incentive awards, such that Mr. Kasbar received $525,000, Mr. Birns received $240,000, Mr. Smith received $195,000, Mr. Crosby received $82,500coverage for medical and Mr. Rau received $120,000.

Long-Term Incentive Awards

Performance Share Plan.    The 2019 financial year was the final year of the three-year performance period for the PSP award granted todental insurance. Additionally, Messrs. Kasbar, Birns, Crosby and Rau in 2017 (the "2017 PSP"). The Committee determined that the EPS Growthare provided with a country club membership to be used for the 2017 PSP, including adjustments for non-operational items such as acquisition-related charges, restructuring-related costs,business entertainment purposes and gains or losses onto facilitate business dispositions or extinguishment of debt, had been met between the threshold and target levels as set forth below:

​		Performance Level		​	EPS
		Threshold		$	2.61
		Target		$	2.90		​
		Maximum		$	3.39
​	​	​	​	​	​	​	​
		Actual		$	2.79		​
​	​	​	​	​	​	​	​

              Consequently, the Committee determined that the NEOs had earned 81% of the RSUs granted under the 2017 PSP awards. The three-year performance periods for the 2018 and 2019 PSP awards have not yet passed, therefore, the Committee did not make a determination with respect to our EPS Growth for those awards.meetings.

Employee Benefits and Executive Perquisites

              We provide only standard employee benefits and limited perquisites to our NEOs. These are described below and reflected in the "All Other Compensation" column of the "Summary Compensation Table" and the accompanying footnote. The total amount of employee benefits and executive perquisites provided to the NEOs during 20192022 represents only a small percentage of each NEO'sNEO’s total compensation and areis comprised of those benefits which we believe are necessary to attract and retain executives. We believe that these benefits and perquisites are competitive in our industry and consistent with our overall compensation philosophy

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Table of Contentsphilosophy.

Retirement and Deferred Compensation

We maintain the World Fuel Services Corporation 401(k) Profit Sharing Plan, or our 401(k) Plan, to enable eligible employees to save for retirement through a tax-advantaged combination of elective employee contributions and our matching contributions. The 401(k) Plan allows eligible employees, including our NEOs, to elect to contribute a percentage of their eligible compensation on a pre-tax basis, up to the maximum dollar amounts permitted by law. In 2019,2022, the maximum employee elective contribution to the 401(k) Plan was $19,000,$20,500, plus an additional $6,000$6,500 for employees who were at least 50 years old in 2019.2022. For 2019,2022, we matched 50% of the first 6% of eligible compensation that each eligible participant elected to contribute to the 401(k) Plan.

We do not maintain any pension, supplemental executive retirement plan or other defined benefit retirement plans for our NEOs. However, we do permit that our NEOs participate in the non-qualified deferred compensation plan, or NQDC, that we offer to other senior employees based in the United States ("U.S.").States. As discussed under "Non-Qualified“Non-Qualified Deferred Compensation"Compensation” later in this proxy, pursuant to the NQDC, participants may defer up to 75% of their base salary and up to 90% of any annual bonus, on a pre-tax basis, and an additional amount equal to any "excess contributions"“excess contributions” that are refunded to them from the 401(k) Plan. We do not match any participant deferrals under the NQDC. During 2019, only Mr. Smith contributed to the NQDC. NQDC during 2022.

In addition, Mr. Kasbar also has a deferred compensation balance which arose as a result of his prior employment agreement that provided that any bonus payable to him that would not be deductible under Section 162(m) of the Internal Revenue Code ("Section 162(m)") for the year earned would be deferred until a fiscal year in which it would be deductible. Payment of the deferred bonus would be made in all events in the year in which Mr. Kasbar'sKasbar’s employment terminates or the employment agreement expires. Any amount deferred in this manner is being credited with interest at the prime rate as published in the Wall Street Journal.

OtherSeverance and Change of Control Benefits and Perquisites

Our NEOs are eligible for the same health and welfare benefits as are available to all our eligible employees during active employment. These benefits include medical, dental, vision, short- and long-term disability and term life insurance and accidental death and dismemberment coverage. Our NEOs receive additional individual disability insurance coverage and are eligible for additional executive life insurance coverage. We pay the entire cost of coverage of the term life insurance and executive life insurance as well as short-term disability and for Messrs. Kasbar and Birns, a portion of the cost of coverage for medical and dental insurance. Messrs. Kasbar, Birns, Crosby and Rau are also provided with a country club membership to be used for business entertainment purposes and to facilitate business meetings. Mr. Smith was also provided relocation services for a period of two years when he joined the Company in November 2017 and transitioned to our headquarters in Miami, Florida.

Agreements with Executives

              OurCompensation Committee believes that it is important to protect our intellectual capital. Accordingly,However, we do not have an employment agreement with any of our NEOs except for Mr. Kasbar, which has been in place since 2008. As discussed above, in November 2022, in connection with our adoption of the Transformational Awards, we entered into an Amended and Restated Employment Agreement with Mr. Kasbar that eliminated his modified single-trigger upon a change of control and created a term. As a result, Mr. Kasbar’s employment is subject to a “double-trigger” and he only receives a severance payment if he is terminated without cause or he terminates for “good reason” within 24 months of a Change of Control.

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Compensation Discussion and Analysis

Our other NEOs are parties to severance agreements and anor participate in our executive severance policy with respect to our NEOs that provide consideration for, and thus ensure the effectiveness of, important non-compete and other restrictive covenants and consulting obligations applicable under such agreements or policyarrangements following termination of employment. The Compensation Committee believes that these arrangements serve to encourage the continued attention and dedication of the executives to their assigned duties and mitigate the uncertainty and questions a potential change of control may raise among executives. The Compensation Committee also believes these arrangements are appropriate and necessary to attract and retain these executives.

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TableDuring 2022, Mr. Crosby resigned from the Company and Mr. Smith retired from his position as Executive Vice President and Chief Operating Officer of Contentsthe Company; neither of these executives received severance payments.

              OurThe Compensation Committee generally views the potential payments and benefits payable under a termination or change of control scenario as a separate compensation element because such payments and benefits are not expected to be paid in a particular year and serve a different purpose for the executive than other elements of compensation. Accordingly, those payments and benefits do not significantly affect decisions regarding other elements of compensation. See "Potential“Potential Payments upon Termination of Employment or Change of Control"Control” beginning on page 6067 of this proxy statement for a discussion of these arrangements and certain compensation and benefits that will be provided in the event of the termination of the employment of our NEOs.

Other Compensation Practices

Equity Grant Practices

Our equity grant policy provides that equity grants made to NEOs related to prior year performance will be effective on March 15 of each year. Retention, promotion and performance share awards are typically granted in March of each year on the 15th or 31st. Annual grants of equity awards to directors are made on the date that the director is elected or re-elected to the Board. Grants made to new hires or existing employees (excluding executive officers) are made effective on one of the following quarterly dates per year: February 10, May 10, August 10 and November 10.

Under the terms of the 2016 Omnibus2021 Plan and its predecessor equity incentive plans, we are not permitted to cancel outstanding stock options or SSARs for the purpose of re-pricing or otherwise replacing or re-granting such options or SSARs with an exercise or conversion price that is less than the exercise or conversion price of the original stock option or SSAR without shareholder consent. We do not have a program, plan or practice of timing equity award grants in order to benefit our executive officers or in coordination with the release of material non-public information.

Tax and Accounting Implications

Deductibility of Executive Compensation

              Section 162(m) generally limits the U.S. federal income tax deduction for compensation paid to each of our NEOs to a maximum of $1 million in any calendar year (the "Deduction Limit"). For fiscal years prior to 2018, we were also permitted to deduct compensation to our NEOs in excess of the Deduction Limit (other than our Chief Financial Officer, who prior to 2018 was not subject to the Deduction Limit), if the compensation qualified as "performance-based" as defined under Section 162(m). To qualify as performance-based, certain pre-established objective performance goals or certain other conditions were required to be met. The Committee generally sought to structure incentive awards for our NEOs in a manner that preserved the tax deductibility of the compensation under the performance-based exemption. However, with the enactment of the Tax Cuts and Jobs Act in December 2017, the performance-based exception was eliminated, other than with respect to payments made pursuant to certain grandfathered arrangements. We believe that the 2017 PSP awards earned by the NEOs in 2019 qualify as performance-based compensation under the applicable grandfathering rules.

              While the Committee considers tax implications as a factor in determining executive compensation, the Committee will continue to link pay with performance and consider other factors as noted above, including the long-term interests of our shareholders and other stakeholders. Accordingly, the Committee retains the flexibility to structure, where appropriate, compensation arrangements that are consistent with the goals of our executive compensation program, even if the awards are not deductible for tax purposes.

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Accounting for Share-Based Compensation

              Before granting equity-based compensation awards, the Committee considers the accounting impact of the award, including the compensation cost and the grant date fair value, as structured and under various other scenarios in order to analyze the expected impact of the award. We expense the cost of our NEOs' equity-based compensation in accordance with the fair value method contained in the Financial Accounting Standards Board Accounting Standards Codification (FASB ASC)—"Compensation—Stock Compensation".

Stock Ownership Policies

The Compensation Committee has adopted robust stock retention requirements and stock ownership guidelines to align the interests of our NEOs with those of our shareholders and ensure that the executives responsible for overseeing operations have an ongoing financial stake in the Company'sour success.

Stock Retention Requirement

Our NEOs are required to retain at least 50% of any shares acquired (net of any shares that would need to be withheld or sold to satisfy any applicable income and employment taxes relating to the award) pursuant to any equity award granted after they become an executive officer for three years after the shares are delivered (or until the individual ceases to be anone of our executive officer of the Company,officers, if earlier). All our NEOs are in compliance with these retention requirements.

Stock Ownership Requirement

Our NEOs are subject to the stock ownership guidelines set forth below, which are expressed as a multiple of base salary determined by leadership level.

Position
Position		Multiple of Base Salary
Chief Executive Officer			7	7x
Chairman of the Board (if an executive officer)			5
Chief Financial Officer and Chief Operating Officer			5	5x
All Other Executive Officers			3	3x

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Compensation Discussion and Analysis

The stock ownership guidelines provide that executive officers must attain the applicable ownership requirement within five years of the date such individual becomes an executive officer. Equity vehicles that count towards compliance with the ownership requirement include: common stock, unvested time-based RSUs and the earned portion of performance-based awards. Unexercised stock options or stock appreciation rights, the unearned portion of performance-based awards and any shares of common stock that are pledged as collateral do not count towards the requirement.

The Compensation Committee uses the three-year average closing stock price on the last trading day of each fiscal year to determine compliance and to manage against the risk of the NEOs falling out of compliance due to volatility in the stock price. The Compensation Committee has discretion to determine the penalties for non-compliance, including: requiring the payment of cash incentives in equity, instituting a higher equity retention requirement and reducing or eliminating incentive compensation. Furthermore, the Compensation Committee, in its discretion, may provide waivers, additional time to regain compliance or other appropriate relief on a case-by-case basis due to hardships, such as dispositions due to court-ordered domestic relations orders, ("DROs") or in the event of extreme volatility in the Company'sour stock price. All of our current NEOs arewere in compliance with the policy although one NEO was granted temporary relief for 2019 due

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Tableas of ContentsMarch 31, 2023.

to a required disposition of shares pursuant to a DRO. As of the date of this proxy statement, however, such NEO is in full compliance with the policy.

Our directors are also subject to stock ownership requirements as described on page 3343 of this proxy statement under "Director“Director Stock Ownership Guidelines."”

Derivatives, Hedging and Pledging Transactions

We prohibit our directors, executive officers, employees and their respective related persons from engaging in hedging or monetization transactions, or any transaction that hedges or offsets, or is designed to hedge or offset, any decrease in the market value of the Company'sour securities, such as prepaid variable forward contracts, equity swaps, collars and exchange funds. We also do not allow our directors, executive officers, and employees to buy or sell publicly traded options based on our common stock or to engage in short sales of our securities. The purpose of these policies is to align the interests, including the economic risk of ownership, of directors, executive officers, employees and shareholders.

We also discourage our directors, executive officers and employees from holding our common stock in a margin account or pledging our common stock as collateral for a loan. Any directors or executive officers who wish to pledge shares must first obtain the prior approval of our Chief Legal Officer and the Governance Committee. As noted above, any shares pledged as collateral will not count towards any executive officer'sofficer’s respective stock ownership requirement.

Compensation Committee Report on 2019 2022
Executive Compensation

The Compensation Committee is responsible for establishing and administering theWorld Fuel Service executive compensation programs of the Company.programs. The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and, based on such review and discussions, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement on Schedule 14A.

Ken Bakshi Chairman
, Chair
Richard A. Kassar Member

Stephen K. Roddenberry Member

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V.            EXECUTIVE COMPENSATION TABLES

Executive Compensation Tables

Summary Compensation Table

The following table summarizes the "total compensation"total compensation of our named executive officersNEOs for the fiscal years ended December 31, 2019, 2018,2022, 2021, and 20172020 according to the rules promulgated by the SEC.

Name and Principal Position		Year		Salary			Stock Awards(3)(4)			Option Awards			Non-Equity Incentive Plan Compensation(5)			Change in Non-Qualified Deferred Compensation Earnings(6)			All Other Compensation(7)			Total
Michael J. Kasbar Chairman, President and Chief Executive Officer		2022		$	979,167		$	11,560,815		$	—		$	2,625,000		$	3,497		$	103,859		$	15,272,338
		2021			900,000			3,100,053			—			1,099,000			2,706			39,807			5,141,566
		2020			900,000			3,532,077			1,000,001			1,040,000			5,146			37,733			6,514,957
Ira M. Birns Executive Vice President and Chief Financial Officer		2022			608,333			3,812,809			—			1,012,500			—			28,402			5,462,044
		2021			600,000			1,040,053			—			614,000			—			31,019			2,285,071
		2020			600,000			1,420,139			—			580,000			—			26,376			2,626,515
John P. Rau Executive Vice President, Global Aviation, Land and Marine		2022			608,333			3,299,397			—			1,005,000			—			25,288			4,938,018
		2021			600,000			590,061			—			534,875			—			24,374			1,749,310
		2020			600,000			912,286			—			420,000			—			23,364			1,955,650
Jeffrey P. Smith(1) Former Executive Vice President and Chief Operating Officer		2022			600,000			1,402,270			—			975,000			—			21,830			2,999,100
		2021			600,000			620,031			—			372,750			—			116,120			1,708,901
		2020			600,000			1,220,145			—			360,000			—			19,832			2,199,977
Michael J. Crosby(2) Former Executive Vice President, Global Land		2022			125,000			1,352,652			—			—			—			12,380			1,490,033
		2021			500,000			490,058			—			434,875			—			23,442			1,448,375
		2020			500,000			812,266			—			420,000			—			22,360			1,754,626

(1)	Mr. Smith retired from his position as Executive Vice President and Chief Operating Officer, effective December 31, 2022.
(2)	Mr. Crosby resigned from the Company, effective March 31, 2022. In connection with his resignation, the Company entered into a consulting agreement with Mr. Crosby pursuant to which he provides consulting services to the Company from April 1, 2022 through December 31, 2023 at a monthly consulting fee of $28,000. During 2022, Mr. Crosby received $252,000 in consulting fees pursuant to this consulting agreement. As a consultant, Mr. Crosby does not participate in any of the employee health or welfare benefits.
(3)	The amounts shown represent the estimated aggregate grant date fair value of the awards made in the year indicated relating to RSUs and SSARs granted to the NEOs. The estimated grant date fair value of these awards is based on the grant date market value of our common stock as defined in our Omnibus Plan and is computed in accordance with FASB ASC Topic 718. Assumptions used in determining the aggregate grant date fair value of awards are set forth in Note 10 to the consolidated financial statements for the 2020 and 2021 fiscal years and Note 12 to the consolidated financial statements for the 2022 fiscal year, in each case in Item 15 of the respective Annual Reports on Form 10-K.
(4)	For 2022, the Stock Awards column for the NEOs reflects:

a.	The RSUs issued in connection with the 2021 annual incentive program based on EBITDA Growth that were awarded in March 2022, which amounts are as follows:

Name		Number of Shares Awarded		Fair Market Value
Kasbar		39,441		$	1,001,013
Birns		22,302			566,025
Rau		17,834			452,627
Smith		11,909			302,250
Crosby		13,894			352,630

62	WORLD FUEL SERVICES CORPORATION

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Name and Principal Position		Year		Salary		Stock Awards(1)(2)		Option Awards(1)(2)		Non-Equity Incentive Plan Compensation(3)		Change in Non-Qualified Deferred Compensation Earnings(4)		All Other Compensation(5)		Total
Michael J. Kasbar		2019		$900,000		$1,762,873		$2,000,007(6)		$2,393,903		$5,569		$37,705		$7,094,488
Chairman, President		2018		900,000		134,247		2,000,007		1,812,748		2,059		36,041		4,883,043
and Chief Executive		2017		900,000		1,999,985		1,999,993		562,500		1,907		37,875		5,500,354
Officer
Ira M. Birns		2019		600,000		695,106		500,002		974,614		—		25,815		2,795,537
Executive Vice		2018		600,000		60,423		500,002		718,397		—		25,117		1,903,940
President and Chief		2017		600,000		750,013		400,000		225,000		—		26,943		2,001,956
Financial Officer
Jeffrey P. Smith		2019		600,000		695,106		500,002		929,614		—		95,593		2,820,315
Executive Vice		2018		600,000		—		500,002		718,397		—		111,211		1,929,610
President and Chief		2017		118,077		2,999,985		—		—		—		25,585		3,143,648
Operating Officer
Michael J. Crosby		2019		500,000		471,971		300,001		918,129(7)		—		21,660		2,211,762
Executive Vice		2018		500,000		134,247		300,002		847,303		—		21,431		1,802,983
President, Global Land		2017		500,000		999,993		250,001		200,000		—		21,209		1,971,203
John P. Rau		2019		589,583		471,971		300,001		1,267,948(7)		—		23,016		2,652,519
Executive Vice		2018		539,583		134,247		300,002		1,032,673		—		22,198		2,028,704
President, Global Aviation		2017		500,000		999,993		250,001		112,500		—		21,894		1,884,388
and Marine

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(1)

The amounts shown represent the estimated aggregate grant date fair value of the awards made in each fiscal year relating to RSUs and SSARs granted to the NEOs. The estimated grant date fair value of these awards is based on the grant date market value of our common stock as defined in the 2016 Omnibus Plan and is computed in accordance with FASB ASC Topic 718. Assumptions used in determining the aggregate grant date fair value of awards are set forth in Note 10 to the consolidated financial statements for each of the fiscal years presented in Item 15 of the respective annual reports on Form 10-K.

(2)

For 2019, the Stock Awards column for Messrs. Kasbar, Birns, Smith, Crosby and Rau reflects the RSUs issued in connection with the 2018 annual incentive program based on EBITDA Growth that were awarded in March 2019. For 2019, the Option Awards column reflects the three-year Performance SSARs that were awarded in March 2019 under the PSP program. A determination of the amount of the Performance SSARs, if any, that will be earned will be made in March 2022. See "Grants of Plan-Based Awards Table" for more information.

(3)

This amount reflects an annual cash incentive award earned by each NEO based on EBITDA Growth in 2019 as well as strategic objective cash incentive awards earned by each of the NEOs based upon their achieving a portion of their 2019 strategic objectives.

(4)

Reflects interest accrued in connection with a portion of the bonus earned by Mr. Kasbar for the 2002 fiscal year, which was deferred pursuant to a provision of his previous employment agreement that provided that any amount so deferred would be credited with interest at the prime rate as published in the Wall Street Journal (the "Kasbar Accrued Interest"). The portion reflected in this column is the portion of the Kasbar Accrued Interest that constitutes "above market earnings" within the meaning of the applicable SEC rules. The full amount of the Kasbar Accrued Interest is reflected in the "Non-Qualified Deferred Compensation Table" on page 60 of this proxy statement.

(5)

Details of the 2019 amounts set forth in this column are included in the "2019 All Other Compensation Table" on page 56 of this proxy statement. For Mr. Kasbar, the 2018 and 2017 amounts in this column previously included the full amount of the Kasbar Accrued Interest for such years in the amount of $10,070 and $8,027, respectively. The "above market earnings" portion of the Kasbar Accrued Interest for such years is now reflected in the "Change in Non-Qualified Deferred Compensation Earnings" column of this table.

(6)

This amount includes the grant date fair value of a service-based award to Mr. Kasbar of 109,290 SSARs, which vest in March 2022.

(7)

This amount also includes an annual cash incentive award earned by Messrs. Crosby and Rau based on Operating Income growth for their respective LOS in the amount of $300,000 and $612,319, respectively.

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2019 All Other Compensation

Name		Insurance & Health Benefits(1)			Country Club Membership Dues			Matching Contributions to 401(k)(2)			Short-Term Travel and Housing Allowance(3)			Total
Michael J. Kasbar		$	15,305		$	14,000		$	8,400		$	—		$	37,705
Ira M. Birns			11,702			5,714			8,400			—			25,816
Jeffrey P. Smith			9,993			—			5,600			80,000			95,593
Michael J. Crosby			7,800			5,460			8,400			—			21,660
John P. Rau			8,774			5,842			8,400			—			23,016

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(1)

The amounts shown in this column reflect premiums associated with individual disability insurance and executive life insurance, both of which are available for Company management-level employees, and for Messrs. Kasbar and Birns, certain health insurance reimbursements.

(2)

The amounts shown in this column reflect our matching contributions under our 401(k) plan, which is available for all Company employees. For more information about our 401(k) Plan, please see the discussion under "Retirement and Deferred Compensation" on page 51 of this proxy statement.

(3)

The amounts shown in this column include short-term travel and housing allowance ($8,000 per month), ending in October 2019. These payments originated in connection with Mr. Smith joining the Company in October 2017 as Executive Vice President and Chief Operating Officer.

Compensation Tables

b.

The three-year Performance RSUs that were awarded in March 2022. A determination of the amount of the Performance RSUs, if any, that will be earned will be made in March 2025. See “Grants of Plan Based Awards Table” for more information.

c.

The Transformational Awards that were awarded in November 2022. See “Compensation Discussion and Analysis – 2022 Transformational Awards” for the target values approved by the Compensation Committee. For accounting purposes, the grant date fair value of the Transformation Awards is based on a Monte Carlo valuation. Consequently, the grant date fair values included in the Summary Compensation Table differ from the target values approved by the Compensation Committee.

(5)	For 2022, this amount reflects an annual cash incentive award earned by each NEO.
(6)	Reflects interest accrued in connection with a portion of the bonus earned by Mr. Kasbar for the 2002 fiscal year, which was deferred pursuant to a provision of his previous employment agreement that provided that any amount so deferred would be credited with interest at the prime rate as published in the Wall Street Journal (the “Kasbar Accrued Interest”). The portion reflected in this column is the portion of the Kasbar Accrued Interest that constitutes “above market earnings” within the meaning of the applicable SEC rules. The full amount of the Kasbar Accrued Interest is reflected in the “Non-Qualified Deferred Compensation Table” on page 66 of this proxy statement.
(7)	Details of the 2022 amounts are set forth below in the “All Other Compensation Table”.

ALL OTHER COMPENSATION

Name		Insurance & Health Benefits(1)			Country Club Membership Dues			Matching Contributions to 401(k)(2)			Legal Fees(3)			Total
Kasbar		$	16,697		$	15,012		$	9,150		$	63,000		$	103,859
Birns		$	12,752		$	6,500		$	9,150			—		$	28,402
Smith		$	10,905			—		$	10,925			—		$	21,830
Crosby		$	2,130		$	6,500		$	3,750			—		$	12,380
Rau		$	9,638		$	6,500		$	9,150			—		$	25,288

(1)	The amounts shown in this column reflect premiums associated with individual disability insurance and executive life insurance, both of which are available for Company management-level employees, and for Messrs. Kasbar and Birns, certain health insurance reimbursements.
(2)	The amounts shown in this column reflect our matching contributions under our 401(k) plan, which is available for all our employees. Includes, with respect to Mr. Smith, a true-up contribution made to the 401(k) plan in 2022 in respect of contributions made in 2021. For more information about our 401(k) Plan, please see the discussion under “Retirement and Deferred Compensation” on page 59 of this proxy statement.
(3)	The Compensation Committee agreed to reimburse Mr. Kasbar’s legal fees incurred in connection with his amended and restated employment agreement pursuant to the terms of the amended and restated employment agreement Mr. Kasbar agreed to (i) terminate his modified single in the previous agreement upon a change in control and (ii) delete the evergreen provision in his prior agreement.

Grants of Plan-Based Awards

The following table provides additional information about stock awards and equity and non-equity incentive plan awards granted to our named executive officersNEOs during the year ended December 31, 2019.2022.

Estimated Possible Payouts Under Non-Equity Incentive Plan Awards

Estimated Future Payouts Under Equity Incentive Plan Awards

All Other Stock Awards: Number of Shares of Stock or Units (#)

Grant Date Fair Value of Stock Awards(7) ($)

Name

Grant Date

Committee Approval

Threshold ($)

Target ($)

Maximum ($)

Award Type

Threshold (#)

Target (#)

Maximum (#)

Michael J. Kasbar

n/a

03/10/2022

525,000

1,050,000

2,100,000

(1)

n/a

03/10/2022

—

700,000

(2)

03/15/2022

03/10/2022

PSU(3)

21,277

106,383

212,766

2,700,001

03/15/2022

03/10/2022

RSU(4)

70,922

1,800,000

03/15/2022

03/10/2022

RSU(5)

39,441

1,001,013

11/10/2022

11/08/2022

PSU(6)

90,580

181,160

362,320

6,059,802

2023 PROXY STATEMENT

63

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																		All Other Stock Awards: Number of Shares of Stock or Units(2) (#)		All Other Option Awards: Number of Securities Underlying Options(3) (#)
						Estimated Possible Payouts Under Non-Equity Incentive Plan Awards						Estimated Future Payouts Under Equity Incentive Plan Awards(1)												Grant Date Fair Value of Stock and Option Awards(4) ($)
																						Exercise Price of Option Awards ($/share)
Name		Grant Date		Committee Approval		Threshold ($)		Target ($)		Maximum ($)		Threshold (#)		Target (#)		Maximum (#)
Michael J. Kasbar		n/a		3/7/2019		70,000(5)		900,000(5)		2,857,500(5)
		n/a		3/7/2019		—(6)				750,000(6)
		3/15/2019		3/7/2019								43,716		109,290		218,580								1,000,004
		3/15/2019		3/7/2019																109,290		29.68		1,000,004
		3/15/2019		3/7/2019														59,396						1,762,873
Ira M. Birns		n/a		3/7/2019		40,000(5)		360,000(5)		1,170,000(5)
		n/a		3/7/2019		—(6)				300,000(6)
		3/15/2019		3/7/2019								21,858		54,645		109,290								500,002
		3/15/2019		3/7/2019														23,420						695,106
Jeffrey P. Smith
		n/a		3/7/2019		40,000(5)		360,000(5)		1,170,000(5)
		n/a		3/7/2019		—(6)				300,000(6)
		3/15/2019		3/7/2019								21,858		54,645		109,290								500,002
		3/15/2019		3/7/2019														23,420						695,106
Michael Crosby		n/a		3/7/2019		50,000(5)		750,000(5)		1,985,000(5)
		n/a		3/7/2019		—(6)				150,000(6)
		3/15/2019		3/7/2019								13,115		32,787		65,574								300,002
		3/15/2019		3/7/2019														15,902						471,971
John Rau		n/a		3/7/2019		100,000(5)		750,000(5)		1,985,000(5)
		n/a		3/7/2019		—(6)				150,000(6)
		3/15/2019		3/7/2019								13,115		32,787		65,574								300,002
		3/15/2019		3/7/2019														15,902						471,971

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(1)

The amounts shown reflect the Performance SSAR awards issued under the PSP at the threshold, target and maximum levels based on the EPS Growth, as modified by our ROIC, for the three-year period beginning on January 1, 2019 and

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World Fuel Services Corporation|2020 Proxy Statement    56

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ending on December 31, 2021. Depending on the percentage of ROIC achieved for the period, the range of payout based on EPS Growth will be as follows: (i) threshold—40% to 60% of target, (ii) target—80% to 120% of target, (iii) maximum—160% to 200% of target. For purposes of this table, the lowest level of the threshold range, the mid-point of the target range and the highest level of the maximum range is assumed. Please see the discussion regarding the compensation programs for the NEOs beginning on page 44 of this proxy statement for additional information.

(2)

The amounts shown reflect the RSUs issued as the 2018 annual performance-related equity incentive awards based on our 2018 adjusted EBITDA of $360.3 million. These RSUs are thereafter subject to service-based vesting and vest one-third annually beginning March 2020.

(3)

The amount shown reflects a service-based SSAR award that will vest on the third anniversary of the grant date in March 2022. Please see the discussion regarding this award on page 49 of this proxy statement for additional information.

(4)

The amounts shown reflect the estimated aggregate grant date fair value of the stock awards. The estimated aggregate fair value of our stock awards is based on the grant date market value of our common stock, as defined in the 2016 Omnibus Plan and is computed in accordance with FASB ASC Topic 718.

(5)

The amounts shown reflect the threshold, target and maximum payouts that could have been earned as 2019 annual performance related cash incentive awards. For 2019, our adjusted EBITDA was $409.2 million and as a result, Mr. Kasbar earned $1,868,903, Messrs. Birns and Smith each earned $734,614 and Messrs. Crosby and Rau each earned $535,629 for the EBITDA component of their annual incentive compensation program. For Messrs. Crosby and Rau, this also includes cash incentive awards that could be earned based on Operating Income growth for the respective LOS for which they are responsible. For 2019, the Operating Income for the Physical Operations LOS exceeded the maximum level and the Operating Income for the Land LOS did not meet the threshold level. Accordingly, Mr. Crosby earned the maximum of $300,000 for the Physical Operations component and zero for the Land component. The Operating Income for the Aviation/Marine LOS was between the target and maximum level and therefore Mr. Rau earned $612,319 for this component. Please see the discussion regarding the compensation programs for the NEOs beginning on page 44 of this proxy statement for additional information.

(6)

The amounts shown include the threshold and maximum payouts that could have been earned as strategic objective cash incentive awards. For 2019, the NEOs achieved only a portion of their strategic objectives and therefore the Committee reduced the amounts payable to the NEOs. Please see the discussion regarding the compensation programs for the NEOs beginning on page 44 of this proxy statement for additional information.

​

World Fuel Services Corporation|2020 Proxy Statement    57

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Executive Compensation Tables

						Estimated Possible Payouts Under Non-Equity Incentive Plan Awards								Estimated Future Payouts Under Equity Incentive Plan Awards						All Other Stock Awards: Number of Shares of Stock or Units (#)		Grant Date Fair Value of Stock Awards(7) ($)
Name		Grant Date		Committee Approval		Threshold ($)		Target ($)		Maximum ($)		Award Type		Threshold (#)		Target (#)		Maximum (#)
Ira M. Birns		n/a		03/10/2022		202,500		405,000		810,000		(1)
		n/a		03/10/2022		—				270,000		(2)
		03/15/2022		03/10/2022								PSU(3)		7,329		36,644		73,288				930,025
		03/15/2022		03/10/2022								RSU(4)								24,429		620,008
		03/15/2022		03/10/2022								RSU(5)								22,302		566,025
		11/10/2022		11/08/2022								PSU(6)		25,363		50,725		101,450				1,696,751
John P. Rau		n/a		03/10/2022		195,000		390,000		780,000		(1)
		n/a		03/10/2022		—				260,000		(2)
		03/15/2022		03/10/2022								PSU(3)		5,437		27,187		54,374				690,006
		03/15/2022		03/10/2022								RSU(4)								18,125		460,013
		03/15/2022		03/10/2022								RSU(5)								17,834		452,627
		11/10/2022		11/08/2022								PSU(6)		25,363		50,725		101,450				1,696,751
Jeffrey P. Smith		n/a		03/10/2022		195,000		390,000		780,000		(1)
		n/a		03/10/2022		—				260,000		(2)
		03/15/2022		03/10/2022								PSU(3)		5,201		26,005		52,010				660,007
		03/15/2022		03/10/2022								RSU(4)								17,337		440,013
		03/15/2022		03/10/2022								RSU(5)								11,909		302,250
Michael J. Crosby(8)		n/a		03/10/2022		195,000		390,000		780,000		(1)
		n/a		03/10/2022		—				260,000		(2)
		03/15/2022		03/10/2022								PSU(3)		4,728		23,641		47,282				600,009
		03/15/2022		03/10/2022								RSU(4)								15,761		400,014
		03/15/2022		03/10/2022								RSU(5)								13,894		352,630

(1)	The amounts shown reflect the threshold, target and maximum payouts that could have been earned as 2022 annual performance-related cash incentive awards. For 2022, our EBITDA Growth resulted in a maximum payout of EBITDA incentive at 200% of target. Please see the discussion regarding the compensation programs for  the NEOs beginning on page 45 of this proxy statement for additional information.
(2)	The amounts shown include the threshold and maximum payouts that could have been earned as strategic objective cash incentive awards. For 2022, strategic objectives were earned at 75% of maximum, and John Rau was awarded an additional $30K in EBITDA incentive in recognition of his increased responsibilities and overall performance. Please see the discussion regarding the compensation programs for the NEOs beginning on page 45 of this proxy statement for additional information.
(3)	The amounts shown reflect the performance RSU awards issued under the LTIP at the threshold, target and maximum levels based on the EPS Growth, as modified by our ROIC, for the three-year period beginning on January 1, 2022 and ending on December 31, 2024. Depending on the percentage of ROIC achieved for the period, the range of payout based on EPS Growth will be as follows: (i) threshold— 20% to 30% of target, (ii) target—80% to 120% of target, (iii) maximum—160% to 200% of target.
(4)	The amounts shown reflect the annual RSUs issued to our NEOs, which are subject to service-based vesting and vest one-third annually beginning in March 2023.
(5)	The amounts shown reflect the RSUs issued to our NEOs in respect of 2021 annual performance, which are subject to service-based vesting and vest one-third annually beginning March 2023.
(6)	The amounts shown reflect the Performance RSU awards issued in November 2022 for Messrs. Kasbar, Birns and Rau and are earned based on the Company’s absolute total shareholder return over the three-year performance period beginning on the grant date and ending on November 10, 2025. Depending on the compound annual growth of the Company’s shareholder return (“CAGR TSR”) on November 10, 2025 (the “Measurement Date”), the range of payout will be as follows: (i) threshold— 50% of target, (ii) target—100% of target, (iii) maximum—200% of target. For purposes of this table, the lowest level of the threshold ranges, the midpoint of the target ranges and the highest level of the maximum ranges are assumed. Please see “Compensation Discussion and Analysis – 2022 Transformational Awards”.
(7)	The amounts shown reflect the estimated aggregate grant date fair value of the stock awards. The estimated aggregate fair value of our stock awards is based on the grant date market value of our common stock, as defined in the 2021 Plan and is computed in accordance with FASB ASC Topic 718. The fair value of the Performance RSU awards issued in November 2022 for Messrs. Kasbar, Birns and Rau are estimated based on a Monte Carlo simulation and computed in accordance with FASB ASC Topic 718.
(8)	Mr. Crosby forfeited all RSUs and PRSUs awarded to him in 2022 in connection with his resignation in March 2022.

64	WORLD FUEL SERVICES CORPORATION

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Executive Compensation Tables

Outstanding Equity Awards at Fiscal Year-End

The following table sets forth the outstanding equity awards at fiscal year-end, or December 31, 2019,2022, for our named executive officers.NEOs.

				Option Awards										Stock Awards
																		Equity Incentive Plan Awards
				Number of Securities Underlying Unexercised Options				Equity Incentive Plan Awards												Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(3)(4) ($)
		Equity Award Grant Date						Number of Securities Underlying Unexercised Unearned Options (#)		Option Exercise Price ($)		Option Expiration Date		Number of Shares or Units of Stock That Have Not Vested(2) (#)		Market Value of Shares or Units of Stock That Have Not Vested(3)(4) ($)		Number of Unearned Shares, Units or Other Rights That Have Not Vested(2) (#)
Name				Exercisable		Unexercisable(1)
Michael J. Kasbar		03/15/2018		93,285						27.52		03/15/2023
		03/15/2018		76,219						23.93		03/15/2023
		03/15/2019		109,290						29.68		03/15/2024
		03/15/2020				145,349				23.39		03/15/2025
		03/15/2020												26,939		736,243
		03/15/2021												7,462		203,936
		03/31/2021												28,410		776,445
		03/15/2022												39,441		1,077,923
		03/15/2022												70,922		1,938,298
		03/15/2020												74,989		2,049,449		37,495		1,024,725
		03/31/2021												48,296		1,319,930		24,148		659,965
		03/15/2022												106,383		2,907,447		127,660		3,488,937
		11/10/2022												181,160		4,951,103		90,580		2,475,551
Ira M. Birns		03/15/2018		46,642						27.52		03/15/2023
		03/15/2020												10,589		289,397
		03/15/2021												6,343		173,354
		03/15/2022												22,302		609,514
		03/15/2022												24,429		667,645
		03/15/2020												30,878		843,896		15,439		421,948
		03/31/2021												19,887		543,512		9,944		271,756
		03/15/2022												36,644		1,001,481		43,973		1,201,777
		11/10/2022												50,725		1,386,314		25,363		693,157
John P. Rau		03/15/2018		27,986						27.52		03/15/2023
		03/15/2020												6,797		185,762
		03/15/2021												2,612		71,386
		03/15/2022												17,834		487,403
		03/15/2022												18,125		495,356
		03/15/2020												19,851		542,528		9,926		271,264
		03/31/2021												12,785		349,414		6,393		174,707
		03/15/2022												27,187		743,021		32,624		891,625
		11/10/2022												50,725		1,386,314		25,363		693,157
Jeffrey P. Smith		03/15/2018		46,642						27.52		03/15/2023
		03/15/2020												10,589		289,397
		03/15/2021												2,239		61,192
		03/15/2022												11,909		325,473
		03/15/2022												17,337		473,820
		03/15/2020												22,056		602,790		11,028		301,395
		03/31/2021												14,205		388,223		7,103		194,111
		03/15/2022												26,005		710,717		31,206		852,860

(1)	The SSARs vest on the third anniversary of the grant date, subject to earlier vesting upon a change of control or qualifying termination of employment.
(2)	The RSUs generally vest in either three equal annual installments beginning on the first anniversary of the grant date or on a three-year cliff basis (subject to any applicable performance conditions), except for the November 10, 2022 Transformation Awards for Messrs. Kasbar, Birns and Rau, the vesting for which is described below in note (4). All of these RSUs are subject to earlier vesting upon a change of control or qualifying termination of employment.
(3)	The amounts in this column are based on the closing price of our common stock on December 30, 2022 of $27.33.

2023 PROXY STATEMENT

65

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																	Stock Awards
		Option Awards
																							Equity Incentive Plan Awards
								Equity Incentive Plan Awards
																							Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)			Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(1) ($)
																				Market Value of Shares or Units of Stock That Have Not Vested(1) ($)
		Number of Securities Underlying Unexercised Options/SSARs (#)						Number of Securities Underlying Unexercised Unearned Options (#)									Number of Shares or Units of Stock That Have Not Vested (#)
											Option Exercise Price ($)
														Option Expiration Date
Name		Exercisable			Unexercisable
Michael J. Kasbar			15,000									57.48			3/31/2020			3,740(2)			162,391			44,689(3)			1,940,410
			100,000									48.58			3/31/2021			59,396(4)			2,578,974
						113,507(5)						36.25			3/31/2022
						152,439(6)						23.93			3/15/2023
						109,290(7)						29.68			3/15/2024
									373,137(8)			27.52			3/15/2023
									393,444(9)			29.68			3/15/2024
Ira M. Birns			6,000									57.48			3/31/2020			1,684(2)			73,119			16,759(3)			727,671
									186,568(8)			27.52			3/15/2023			23,420(4)			1,016,896
									196,722(9)			29.68			3/15/2024
Jeffrey Smith									186,568(8)			27.52			3/15/2023			55,949(10)			2,429,306			111,898(11)			4,858,611
									196,722(9)			29.68			3/15/2024			23,420(4)			1,016,896
Michael J. Crosby									111,941(8)			27.52			3/15/2023			972(12)			42,204			11,172(3)			485,103
									118,033(9)			29.68			3/15/2024			13,724(13)			595,896
																		4,598(12)			199,645
																		3,740(2)			162,391
																		15,902(4)			690,465
John P. Rau									111,941(8)			27.52			3/15/2023			3,239(12)			140,637			11,172(3)			485,103
									118,033(9)			29.68			3/15/2024			13,724(13)			595,896
																		4,598(12)			199,645
																		3,740(2)			162,391
																		15,902(4)			690,465

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(1)

The amounts in this column are based on the closing price of our common stock on December 31, 2019 of $43.42.

(2)

This amount reflects the remaining two tranches of RSUs that were earned in connection with the 2018 annual incentive program and vest one-half annually beginning in March 2020, subject to earlier vesting upon a change of control or qualifying termination of employment.

(3)

This amount reflects the actual amount of RSUs earned by the NEO in March 2020 under the 2017 PSP based on EPS Growth for 2019 of $2.79, resulting in a payout of 81% of the target level of the 2017 PSP. See "Grants of Plan Based Awards Table" for more information on the 2017 PSP and the discussion beginning on page 56 of this proxy statement.

(4)

This amount reflects the RSUs that were earned in connection with the 2019 annual incentive program and vest one-third annually beginning in March 2020, subject to earlier vesting upon a change of control or qualifying termination of employment.

(5)

This amount reflects SSARs that vest in March 2020, subject to earlier vesting upon a change of control or qualifying termination of employment.

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World Fuel Services Corporation|2020 Proxy Statement    58

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(6)

This amount reflects SSARs that vest in March 2021, subject to earlier vesting upon a change of control or qualifying termination of employment.

(7)

This amount reflects SSARs that vest in March 2022, subject to earlier vesting upon a change of control or qualifying termination of employment.

(8)

This amount reflects the maximum amount of Performance SSARs that would be earned by the NEO in 2021 under the PSP assuming an EPS Growth equal to the EPS Growth for the fiscal year ended December 31, 2019. Any earned portion will vest

Executive Compensation Tables

(4)

This amount reflects the number of Performance RSUs that would be earned by the NEO based on the date after December 31, 2020 on which the Committee certifies in writing, based upon our audited financial statements, the extent to which the requisite EPS Growth level has been achieved for the performance period but in no event later than March 15, 2021. (9) This amount reflects the amount of Performance SSARs that would be earned by the NEO in 2022 between the target level of performance for the three-year period beginning with the year of the grant. With the exception of the November 2022 Transformational Awards, any earned portion will vest on the date after December 31st of the third year of the performance period, when the Compensation Committee certifies in writing the extent to which the requisite performance level has been achieved for the performance period based upon our audited financial statements, but in no event later than March of that year. For the November 2022 Transformational Awards for Messrs. Kasbar, Birns and Rau, any earned awards will vest 50% on the date on which the Compensation Committee determines the extent to which the performance goal has been achieved following the three-year performance period, with the remaining 50% of any earned awards vesting on the fourth anniversary of the grant date.

Option Exercises and maximum levels under the PSP assuming an EPS Growth and ROIC equal to the EPS Growth and ROIC for the fiscal year ended December 31, 2019. Any earned portion will vest on the date after December 31, 2021 on which the Committee certifies in writing, based upon our audited financial statements, the extent to which the requisite EPS Growth and ROIC levels have been achieved for the performance period but in no event later than March 15, 2022.

(10)

This amount reflects RSUs that vest one third annually beginning March 2020, subject to earlier vesting upon a change of control or qualifying termination of employment.

(11)

This amount reflects the maximum amount of RSUs that would be earned by Mr. Smith in 2021 under his performance-based equity grant assuming the maximum level of performance established by the Committee for the 2018 PSP. Any earned portion will vest on the date after December 31, 2020 on which the Committee certifies in writing, based upon our audited financial statements, the extent to which the requisite performance goal has been achieved for the performance period but in no event later than March 15, 2021.

(12)

This amount reflects shares of restricted stock or RSUs that vest in May 2020, subject to earlier vesting upon a change of control or qualifying termination of employment.

(13)

This amount reflects shares of restricted stock and RSUs that vest in one-half annually beginning in May 2020 and March 2020, respectively, subject to earlier vesting upon a change of control or qualifying termination of employment.

2019 Stock Vested

The following table sets forth the stock vested during the year ended December 31, 20192022 for our named executive officers.NEOs.

		Stock Awards
Name		Number of Shares Acquired on Vesting(1)			Value Realized on Vesting(2)
Michael J. Kasbar			24,439		$	725,350
Ira M. Birns			9,869			292,912
Michael J. Crosby			14,300			415,255
John P. Rau			18,372			535,623

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(1)

The amounts shown in this column reflect the number of shares of restricted stock or RSUs that vested for each NEO. Upon vesting, we withheld a sufficient number of shares to cover the NEOs tax liability associated with the vesting. Thereafter, each of the NEOs received the following number of net shares of common stock: Mr. Kasbar—14,822, Mr. Birns—6,257, Mr. Crosby—8,764, and Mr. Rau—11,140.

(2)

The amount shown in this column reflects the value realized upon vesting which is calculated by multiplying (a) the closing price of our common stock on the vesting date by (b) the number of shares of restricted stock or RSUs that vested. The value realized does not represent cash received by the NEO, such amount will depend on the price at which the acquired shares are ultimately disposed of by the NEO.

​

		Stock Awards
Name		Number of Shares Acquired on Vesting(1)		Value Realized on Vesting(2)
Michael J. Kasbar		50,467		$	1,280,852
Ira M. Birns		21,567		$	547,370
John P. Rau		13,404		$	340,194
Jeffrey P. Smith		38,165		$	1,010,031
Michael J. Crosby		13,404		$	340,194

(1)	The amounts shown in this column reflect the number of RSUs that vested for each NEO. Upon vesting, we withheld a sufficient number of shares to cover the NEOs tax liability associated with the vesting. Thereafter, each of the NEOs received the following number of net shares of our common stock: Mr. Kasbar—30,607, Mr. Birns—13,079, Mr. Smith—23,145, Mr. Rau—8,129, and Mr. Crosby—8,129.
(2)	The amount shown in this column reflects the value realized upon vesting which is calculated by multiplying (a) the closing price of our common stock on the vesting date by (b) the number of shares of RSUs that vested. The value realized does not represent cash received by the NEO; rather, such amount will depend on the price at which the acquired shares are ultimately disposed of by the NEO.

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Non-Qualified Deferred Compensation

              The following table sets forth non-qualified deferred compensation during the year ended December 31, 2019 for the named executive officers set forth below.

We offer our executives and other senior employees based in the U.S. an opportunity to defer compensation under our non-qualified deferred compensation plan, or NQDC. Pursuant to the NQDC, participants may defer up to 75% of their base salary and up to 90% of any annual bonus, on a pre-tax basis, and an additional amount equal to any "excess contributions"“excess contributions” that are refunded to them from the 401(k) Plan. We do not match any participant deferrals under the NQDC. Participants can elect from a variety of investment choices for their deferred compensation and gains and losses on these investments are credited to their respective accounts. Participants may elect, depending on whether their termination is in connection with retirement or otherwise, to receive deferred amounts in a lump sum, in annual installments over a period of up to ten years, or in a partial lump sum with the balance paid in installments. However, these payments are accelerated upon a change inof control or the death of the participant.

Name		Executive Contributions in Last Fiscal Year		Aggregate Earnings in Last Fiscal Year		Aggregate Balance at Last Fiscal Year-End
Michael J. Kasbar(1)		$    —		$12,680		$241,951
Jeffrey P. Smith		1,096,557(2)		218,540		1,738,646

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(1)

Mr. Kasbar's prior employment agreement provided that any bonuses payable to him that would not be deductible under Section 162(m) The following table sets forth non-qualified deferred compensation during the year ended December 31, 2022 for the year earned would be deferred until a fiscal year in which it would be deductible (or until the year in which Mr. Kasbar'sNEOs set forth below.

Name		Executive Contributions in Last Fiscal Year				Aggregate Earnings in Last Fiscal Year				Aggregate Balance at Last Fiscal Year-End
Michael J. Kasbar(1)		$	—			$	12,736			$	272,218
Jeffrey P. Smith			787,206	(2)			(844,561	)			5,121,442

(1)

Mr. Kasbar’s prior employment agreement provided that any bonuses payable to him that would not be deductible under Section 162(m) for the year earned would be deferred until a fiscal year in which it would be deductible (or until the year in which Mr. Kasbar’s employment terminates or the employment agreement expires), and that any amount so deferred would be credited with interest at the prime rate as published in the Wall Street Journal. A portion of the bonus earned by Mr. Kasbar for the 2002 fiscal year, equal to $109,375, was deferred pursuant to that provision of his employment agreement and remains unpaid. The portion of these earnings in the last fiscal year that constitute “above market earnings” within the meaning of the applicable SEC rules, is reflected in the “Summary Compensation Table” on page 62 of this proxy statement.

(2)

Represents the amount Mr. Smith contributed to the NQDC during 2022. For more information on the NQDC, see “Retirement and Deferred Compensation” on page 59 of this proxy statement.

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Table of the bonus earned by Mr. Kasbar for the 2002 fiscal year, equal to $109,375, was deferred pursuant to that provision of his employment agreement and remains unpaid. The portion of these earnings in the last fiscal year that constitute "above market earnings" within the meaning of the applicable SEC rules, is reflected in the "SummaryContents

Executive Compensation Table" on page 55 of this proxy statement.

(2)

Represents the amount Mr. Smith contributed to the NQDC during 2019. For more information on the NQDC, see "Retirement and Deferred Compensation" on page 51 of this proxy statement.

Tables

Potential Payments uponUpon Termination of Employment or Change of Control

Our amended and restated employment agreement with Mr. Kasbar (the "Kasbar Agreement"“Kasbar Agreement”) and executive severance agreement with Mr. Birns (the "Birns Agreement"“Birns Agreement”) each provides for the payment of certain compensation and benefits in the event of the termination of the executive'sexecutive’s employment, the amount of which varies depending upon the reason for such termination. In lieu of entering into separate executive severance agreementsagreement with each of Messrs. Crosby andMr. Rau in connection with their promotionshis promotion to executive officers,officer, our Board adopted an Executive Severance Policy ("ESP"(“ESP”) applicable to Messrs. Crosby andMr. Rau and other executives that the Compensation Committee may subsequently designate as participating executives. Upon his appointment as our Executive Vice President and Chief Operating Officer in October 2017, Mr. Smith was designated a participating executive.executive (“ESP Executive”). The ESP provides for the payment of certain severance payments and benefits in the event of a termination of such executives'executives’ employment in certain specified circumstances.

Each of the Kasbar Agreement, the Birns Agreement and the ESP provides for certain benefits (1) if the NEO'sNEO’s employment is terminated due to Deathdeath or Disability,disability, (2) if the NEO'sNEO’s employment is

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terminated by the Company without "Cause"“cause” (as that term is defined in the relevant agreement or arrangement) or (3) if the NEO terminates his employment with "Good Reason"“good reason” (as that term is defined in the relevant agreement or arrangement, which for Messrs. Crosby andMr. Rau is within two (2) years after a Change of Control has occurred). If the employment of any of the four covered NEOsMr. Kasbar or Mr. Rau is Terminatedterminated without Cause“cause” or for Good Reason“good reason” within two (2) years after a Change of Control, then the severance benefits are slightly higher. The actual amounts of such payments are set forth in the table below the relevant definitions.

Termination Without Cause

Kasbar Agreement—Under the Kasbar Agreement, "cause"“cause” means (i) anyan act or acts of fraud, misappropriation, embezzlement or material dishonesty by Mr. Kasbar, which resultsresult in or are intended to result in his personal enrichment at our expense; (ii) willful misconduct that results in material economic harm to us; (iii) a felony conviction or conviction for a crime involving moral turpitude; (iv) the willful and continued material failure of Mr. Kasbar to perform his duties under the Kasbar Agreement; (v) a willful and material breach by Mr. Kasbar of his non-compete, non-solicitation, non-disparagement or cooperation obligations under the Kasbar Agreement (and in the case of (i)(ii) through (v) the failure to cure such breach); or (vi) a material breach by Mr. Kasbar of our Code of Conduct, Securities Trading Policy or any other related corporate and personnel policies generally applicable to our executives or employees.

Birns Agreement—Under the Birns Agreement, "cause"“cause” means, as reasonably determined by us in good faith, (i) the willful, material failure by Mr. Birns to perform the duties consistent with his position or to comply with the obligations of the Birns Agreement, or his willful, material failure to carry out the reasonable and lawful directions of our CEO, President or Board and not curing such failure;that are consistent with his position in each case, which he fails to cure promptly; (ii) any willful and material breach of our Code of Conduct or any other Company policy; (iii) Mr. Birns'Birns’ gross negligence or willful misconduct which is harmful to us, monetarily or otherwise, including but not limited to fraud, misappropriation or embezzlement; (iv) use of alcohol, drugs or other similar substances during work hours, other than at a Company sanctioned event, or at any time in a manner that adversely affects his work performance; (v) being charged with a criminal offense that is aany felony or is a misdemeanor involving moral turpitude; or (vi) a material breach of the Birns Agreement thatwhich by its nature, cannot be cured.cured under (i).

ESP—Under the ESP, "cause"“cause” means, as determined by the Compensation Committee in good faith, (i) the failure by the executiveESP Executive to perform, in a reasonable manner, his or her duties as assigned by the Company or any subsidiary (or any successor company); (ii) any violation or breach by the executive of his or her employment agreement, consulting or other similar agreement with the Company or any subsidiary (or successor company), if any; (iii) any actual or threatened violation or breach by the executiveESP Executive of any non-competition, non-solicitation, non-disclosure and/or other similar agreement with the Company or any subsidiary (or successor company); (iv) any violation or breach by the executiveESP Executive of any Company policy; (v) any act by the executiveESP Executive of dishonesty or fraud that injures the reputation or business of, or causes harm to, the Company or any subsidiary (or successor company); (vi) the conviction of, or entry of a plea of guilty or nolo contendere to, a felony or a crime involving moral turpitude; or (vii) the executive'sESP Executive’s impeding of, interfering with, or failing to reasonably cooperate with an investigation authorized by the Company or any subsidiary or affiliate. In the event of a change of control, upon and during the two years following such change of control, clauses (i)-(v) above will be deemed to have the term "materiality"“materiality” inserted as a qualifier to each instance of violation, breach or other misconduct by the executive.ESP Executive.

None of the agreements or arrangements provide for any payment of severance or other post-termination benefits in the case of a Termination With Cause,termination for “cause,” although our Deferred Compensation Plan requires repayment of prior earnings that have been deferred irrespective of the basis for employment being terminated and our paid-time-off policy provides that all employees are entitled to their accrued but unused vacation upon termination.

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Executive Compensation Tables

Termination for Good Reason

Kasbar Agreement—Under the Kasbar Agreement, "good reason"“good reason” means (i) any reduction in the annual base salary of Mr. Kasbar to a level that is less than 85% of Mr. Kasbar'sKasbar’s base salary for the immediately preceding year or our failure to pay or provide any material compensation or benefit other than an insubstantial and inadvertent reductionfailure that is remedied by us; (ii) following a change of control, our failure to provide Mr. Kasbar his total annual cash compensation, including bonus, total aggregate value of perquisites, total aggregate value of benefits or total aggregate value of long-term compensation equal to or higher than the highest level received by Mr. Kasbar in the preceding 6 months or 1 year, in certain cases, other than an insubstantial and inadvertent failure that is remedied by us; (iii) if we require Mr. Kasbar to be based at a location outside of Miami-Dade County, Florida; (iv) our failure to obtain any successor'ssuccessor’s agreement to perform and assume the Kasbar Agreement; and (v) without the express prior written consent of Mr. Kasbar, assigning Mr. Kasbar any duties that are materially inconsistent with his current position (including titles and reporting relationships) or making any other material adverse change in his position, authority, responsibilities or status; and (vi) a voluntary termination by Mr. Kasbar for any reason within 30 days following the first anniversary of a change of control.status.

Birns Agreement—The definition of "good reason"“good reason” in the Birns Agreement means the occurrence of any of the following (i) the assignment of any duties to the executive of any dutiesthat are materially inconsistent with his position, authority, duties or responsibility or any other action by us that results in a material diminution in his position, authority, duties or responsibilities, excluding any action not taken by us in bad faith and that is remedied;thereafter remedied by us; (ii) any reduction in, or failure to pay the executive'shis base salary other than a reduction or failure remedied by us; (iii) within two years after the occurrence of a change of control, any failure by us to provide the executive hiswith bonus and equity opportunities, or employee benefits and perquisites in the aggregate, that are not less than those provided to the executivehim in the calendar year immediately preceding the change of control, other than a failure not occurring in bad faith that is remedied by us; or (iv) if we require the executive to be based at any office or location outside of Miami-Dade or Broward County.County, Florida.

ESP—The definition of "good reason"“good reason” under the ESP is substantially the same as the definition included in the Birns Agreement, except that the events have to have occurred within two years after a "Change“Change of Control"Control” (as defined in the ESP). Specifically, an executiveESP Executive will have the ability to terminate his or her employment with "Good Reason"“good reason” upon the happening of any of the following within two years after a "Change“Change of Control"Control”: (i) the assignment to the executive of any duties materially inconsistent with his or her position, authority, duties or responsibility or any other action by us that results in a material diminution in his or her position, authority, duties or responsibilities, excluding any action not taken by us in bad faith that is remedied;remedied by us; (ii) any reduction in, or failure to pay the executive'sexecutive’s base salary other than a reduction or failure remedied by us; (iii) any failure by us to provide the executive his or her bonus (under any incentive plan) and equity opportunities, or employee benefits and perquisites in the aggregate, that are not less than those provided to the executive in the calendar year immediately preceding the change of control, other than a failure by us not occurring in bad faith or a failure by us that is remedied by us;would not result in a material negative change to the executive; or (iv) if we require the executive to be based at any office or location that is not our corporate headquarters or outside of Miami-Dade or Broward County.

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County, Florida. In addition, “good reason” does not include any circumstances that are remedied by us after notice from the executive or the executive does not actually terminate employment within 6 months of the initial existence of any of the circumstances in (i)-(iv) above.

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Change of Control

Under the Kasbar Agreement, the Birns Agreement and the ESP, a "change“change of control"control” is deemed to have occurred if (i) any person or "group"“group” (as defined in Section 13(d)(3) of the Exchange Act), excluding any employee benefit plans, becomes the beneficial owner of at least (a) 30% (in the case of the ESP) or (b) 20% (in the case of the Kasbar Agreement or the Birns Agreement) of the combined voting power of our outstanding common stock; (ii) we merge, consolidate, reorganize or carry out any similar event which results in (a) the holders of our common stock prior to the event owning, directly or indirectly, less than 51% of the total voting power of the capital stock of the surviving company;entity or (b) in the case of the Kasbar Agreement, at least a majority of the members of the board of directors of the entity resulting from such transaction are not members of the Board at the time of the execution of the initial agreement or the action of the Board providing for such transaction; (iii) our current Board ceases to make up at least²/ 2/3 of our Board, the board of the surviving company or the board of the controlling company, as the case may be, with the exception that any director whose election, or nomination for election, was approved by a vote of at least²/ 2/3 of our current Board will be considered to be a member of our current Board; or (iv) we are liquidated or dissolved or we sell all or substantially all of our assets. In addition, the Kasbar Agreement provides that a change of control is deemed to have occurred, if we enter into an agreement or series of agreements or our Board passes a resolution to dothat will result in the occurrence of any of the itemsmatters listed in (i)-(iv) above and Mr. Kasbar'sKasbar’s employment is terminated after the execution of any such agreement or the passage of any such resolution, but before the event takes place.occurrence of any of the foregoing maters in (i)-(iv) above; provided further, that such change of control will be deemed to have retroactively occurred on the date of the execution of the earliest of such agreements or the passage of such resolution.

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Executive Compensation Tables

Severance Payments and Benefits

Kasbar Agreement—Agreement—As set forth in the table below, upon the occurrence of a termination by Mr. Kasbar for good reason,“good reason”, by the Company without cause,“cause”, following a change“change of controlcontrol” or non-renewal, we will make the following payments:

(i)

the Accrued Obligations (as defined in the Kasbar Agreement);

(ii)

an annualized amount of $750,000 ($1,250,000 for termination following a change of control) per year for a two-year period immediately following the termination date;

(iii)

(a) continued health insurance coverage in effect as of the termination date for Mr. Kasbar and his immediate family until Mr. Kasbar is no longer eligible for coverage under our health plans through COBRA or he becomes eligible for health insurance coverage through employment or services provided to another person or entity; and

(i)	the Accrued Obligations (as defined in the Kasbar Agreement);
(ii)	an amount equal to the product of (A) two (three for a covered termination following a change in control) and (B) the sum of (1) Mr. Kasbar’s base salary and (2) his target bonus (collectively, “Severance Payments”);
(iii)	continued health insurance coverage in effect as of the termination date for Mr. Kasbar and his immediate family until Mr. Kasbar is no longer eligible for coverage under our health plans through COBRA or he becomes eligible for health insurance coverage through employment or services provided to another person or entity; and
(iv)	a lump sum in the amount of $1,500,000 ($2,500,000 for termination following a change of control) within 5 business days of the last day of the restricted period

(b) after Mr. Kasbar is no longer eligible for coverage through COBRA, reimbursement for the cost of obtaining private health insurance coverage that is comparable to the coverage provided to Mr. Kasbar and his immediate family until Mr. Kasbar turns 65 or, if earlier, the date on which neither Mr. Kasbar nor his surviving spouse is living, subject to certain exclusions, provided that the aggregate amount the Company is required to pay for such coverage does not exceed $150,000 in the aggregate; and

(iv)

a lump sum in the amount of $1,500,000 ($2,500,000 for termination following a change of control) within 5 business days of the last day of the restricted period.

Upon the occurrence of a termination by Mr. Kasbar without good reason,“good reason”, by the Company for cause“cause” or by the Company due to Mr. Kasbar'sKasbar’s death or disability, Mr. Kasbar will be entitled to the payments specified in (i) above.

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Birns Agreement and ESP—As set forth in the table below, under the Birns Agreement and the ESP, upon the occurrence of a termination by the Company without Cause“cause” or by the executive for good reason“good reason” we will make the following payments:

(i)

an amount equal to accrued but unpaid base salary and benefits (including accrued vacation) through the date of termination, in the case of Mr. Birns, or Accrued Obligations (as defined in the ESP) such Accrued Obligations to be paid no later than 60 days after the date of termination;

(ii)

any unpaid bonus for the year prior to the year of termination to be paid on the same date that bonuses are paid to our other senior executive officers;

(iii)

a prorated bonus for the calendar year in which the executive's employment is terminated, however, no pro-rated bonus will be paid if the executive's termination date occurs before the payment of bonuses for the prior calendar year. Any such bonus will be prorated based on the bonus the executive would have earned if he or she had remained employed by us for the entire year. Any such bonus will be paid on the same date that bonuses are paid to our other senior executive officers;

(iv)

continued health insurance coverage in effect as of the termination date for the executive and his immediate family, or covered dependents in the case of the ESP, for a period of up to 18 months. Such coverage will terminate earlier if the executive becomes eligible for health insurance coverage through employment or services provided to another person or entity, or, in the case of the ESP, if the executive attains the age of 65; and

(v)

in the case of Mr. Birns, a severance payment in an amount equal to two times base salary as of the termination date and, in the case of the ESP, a multiple (one or two times as determined by the Compensation Committee) of the executive's base salary as of the termination date, which will be paid to each executive in regular payroll installments over a 24-month period following termination.

(i)	an amount equal to accrued but unpaid base salary and benefits (including accrued but unused vacations) through the date of termination, in the case of Mr. Birns, or Accrued Obligations (as defined in the ESP) such Accrued Obligations to be paid no later than 60 days after the date of termination, in the case of an ESP Executive;
(ii)	any unpaid bonus for the year prior to the year of termination to be paid on the same date that bonuses are paid to our other senior executive officers;
(iii)	a prorated bonus for the calendar year in which the executive’s employment is terminated, however, no prorated bonus will be paid if the executive’s termination date occurs before the payment of bonuses for the prior calendar year. Any such bonus will be prorated based on the bonus the executive would have earned if he or she had remained employed by us for the entire year. Any such bonus will be paid on the same date that bonuses are paid to our other senior executive officers;
(iv)	continued health insurance coverage in effect as of the termination date for the executive and his or her immediate family, or covered dependents in the case of the ESP, for a period of up to 18 months. Such coverage will terminate earlier if the executive becomes eligible for health insurance coverage through employment or services provided to another person or entity, or, in the case of the ESP, if the executive attains the age of 65; and
(v)	in the case of Mr. Birns, a severance payment in an amount equal to two times base salary as of the termination date and, in the case of the ESP, a multiple (one or two times as determined by the Compensation Committee) of the executive’s base salary as of the termination date, which will be paid, in either case, to each executive in regular payroll installments over a 24-month period following termination.

Upon the occurrence of a termination due to death or disability, Mr. Birns will be entitled to the payments specified in (i)-(iii) above and, under the ESP, Messrs. Smith, Crosby andMr. Rau will be entitled to the payments specified in (i)-(iv) above.

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Executive Compensation Tables

Potential Payments Upon Termination Table

The estimated payments and benefits that would be provided to each of the NEOs pursuant to their respective agreements or the ESP, as the case may be, as a result of (1) Terminationtermination by the Company for Cause“cause” or by Executive Without Good Reason,the executive without “good reason”, (2) Terminationtermination by the Company Without Cause,without cause, (3) Terminationtermination by Executivethe executive for Good Reason,“good reason”, (4) Terminationtermination by the Company Without Causewithout “cause” or by Executivethe executive for Good Reason“good reason” within two (2) years of a Change“change of Control,control”, and (5) Termination of employmenttermination due to death or disability are set forth in the table below. Calculations for this table are based on the assumption that the termination took place on December 31, 2019.2022. In order to receive the benefits set forth below, an executive must satisfy any post-termination obligations and certain restrictive covenants for a specified period of time after the termination event beforefor any cash severance payment isto be made. We have the right to

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not pay or provide these benefits or discontinue the payment and provision of these benefits if the executive fails to satisfy such obligations.

		Severance Payment(1)			Pro-Rata Bonus(2)			Medical Benefits(3)			Total(4)
Michael J. Kasbar
Termination by Company for Cause or by Executive Without Good Reason		$	—		$	—		$	—		$	—
Termination by Company Without Cause(5) or by Executive for Good Reason			5,500,000			2,625,000			—			8,125,000
Termination by Company Without Cause or by Executive for Good Reason within two (2) years of a Change of Control			8,250,000			2,625,000			—			10,875,000
Death or Disability			—			2,625,000			—			2,625,000
Ira M. Birns
Termination by Company for Cause or by Executive Without Good Reason			—			—			—			—
Termination by Company Without Cause or by Executive for Good Reason			1,400,000			1,012,500			44,915			2,457,415
Termination by Company Without Cause or by Executive for Good Reason within two (2) years of a Change of Control			1,400,000			1,012,500			44,915			2,457,415
Death or Disability			—			1,012,500			—			1,012,500
John P. Rau
Termination by Company for Cause or by Executive Without Good Reason			—			—			—			—
Termination by Company Without Cause			1,400,000			810,000			37,183			2,247,183
Termination by Company Without Cause or by Executive for Good Reason(6) within two (2) years of a Change of Control			1,400,000			1,005,000			37,183			2,442,183
Death or Disability			—			1,005,000			37,183			1,042,183
Jeffrey P. Smith
Termination by Company for Cause or by Executive Without Good Reason			—			—			—			—
Termination by Company Without Cause			600,000			780,000			44,915			1,424,915
Termination by Company Without Cause or by Executive for Good Reason(6) within two (2) years of a Change of Control			600,000			975,000			44,915			1,619,915
Death or Disability			—			975,000			44,915			1,019,915

(1)	The amounts in this column are the severance payments payable to our NEOs upon the occurrence of the relevant event. For Messrs. Birns, Smith and Rau, this represents a severance payment equal to a multiple of their base salary as of the termination date (based on their actual salary as of December 31, 2022), payable over a 24-month period.
(2)	The amounts in this column are the bonuses payable to the NEO, prorated through the date of termination. Amounts are paid when, and to the extent that, they would have been paid had the NEO’s employment not terminated. For Messrs. Kasbar and Birns, this amount reflects the amounts earned by the executive for the year-ended December 31, 2022. For Messrs. Smith and Rau this amount reflects the amounts earned by the NEO for the year-ended December 31, 2022, other than any bonuses that may be earned based on achievement of non-financial objectives, which are payable at target only in the case of death or disability or upon a termination without cause or for good reason within the two-year period following a change of control.
(3)	Each NEO is entitled to receive continuation of their medical benefits generally for 18 months following the date of termination. This column reflects the current cost of COBRA premiums for such period and for purposes of this table, we have assumed the maximum premiums would be paid.
(4)	The totals in this column do not include (i) additional amounts payable to the executive under the Company’s other employment programs that are applicable to all employees and (ii) any amounts that may be realized upon acceleration of outstanding equity to the extent that such executive is terminated, including after a “change of control”. Specifically, in accordance with the Company’s policies, upon any termination, all employees are entitled to certain accrued obligations including salary earned through the date of termination, unreimbursed business expenses incurred in accordance with Company policy and a payment for unused paid time off. In addition, Mr. Kasbar is entitled to receive his non-qualified deferred compensation from a previously earned bonus upon any separation from us. Please see “Non-Qualified Deferred Compensation” table beginning on page 66 for an explanation of this amount.
(5)	If Mr. Kasbar’s employment agreement is not renewed at the end of its term, Mr. Kasbar is entitled to the same amount of payments and benefits as if he were terminated without “cause”.
(6)	As discussed above, our ESP defines “good reason” to have occurred only if certain events have happened within two years after a “change of control” has occurred. Consequently, for Messrs. Smith and Rau, any termination by him of his employment absent a “change of control” would be deemed a Termination without “good reason”.

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		Severance Payment(1)		Pro-Rata Bonus(2)		Medical Benefits(3)		Total(4)
Mr. Kasbar
Termination by Company for Cause or by Executive Without Good Reason		$—		$—		$—		$—
Termination by Company Without Cause(5) or by Executive for Good Reason		3,000,000		4,225,969		28,627		7,254,596
Termination by Company Without Cause or by Executive for Good Reason within two (2) years of a Change of Control		5,000,000		4,225,969		28,627		9,254,596
Death or Disability		—		4,225,969		—		4,225,969
Mr. Birns
Termination by Company for Cause or by Executive Without Good Reason		—		—		—		—
Termination by Company Without Cause or by Executive for Good Reason		1,200,000		1,694,745		38,665		2,933,411
Termination by Company Without Cause or by Executive for Good Reason within two (2) years of a Change of Control		1,200,000		1,694,745		38,665		2,933,411
Death or Disability		—		1,694,745		—		1,694,745
Mr. Smith
Termination by Company for Cause or by Executive Without Good Reason		—		—		—		—
Termination by Company Without Cause		600,000		734,614		38,665		1,373,280
Termination by Company Without Cause or by Executive for Good Reason(6) within two (2) years of a Change of Control		600,000		1,034,614		38,665		1,673,280
Death or Disability		—		1,034,614		38,665		1,073,280
Mr. Crosby
Termination by Company for Cause or by Executive Without Good Reason		—		—		—		—
Termination by Company Without Cause		1,000,000		835,629		45,745		1,881,374
Termination by Company Without Cause or by Executive for Good Reason(6) within two (2) years of a Change of Control		1,000,000		985,629		45,745		2,031,374
Death or Disability		—		985,629		45,745		1,031,374
Mr. Rau
Termination by Company for Cause or by Executive Without Good Reason		—		—		—		—
Termination by Company Without Cause		1,200,000		1,147,948		45,745		2,393,693
Termination by Company Without Cause or by Executive for Good Reason(6) within two (2) years of a Change of Control		1,200,000		1,366,130		45,745		2,611,875
Death or Disability		—		1,366,130		45,745		1,411,875

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(1)

The amounts in this column are the severance payments payable to our NEOs upon the occurrence of the relevant event. For Messrs. Birns, Smith, Crosby and Rau, this represents a severance payment equal to a multiple of their base salary as of the termination date (based on their actual salary as of December 31, 2019), payable over a 24-month period.

(2)

The amounts in this column are the bonuses payable to the executive, prorated through the date of termination. Amounts are paid when, and to the extent that, they would have been paid had the executive's employment not terminated. For Messrs. Kasbar and Birns, this amount reflects the amounts earned by the executive for the year-ended December 31, 2019. For Messrs. Smith, Crosby, and Rau this amount reflects the amounts earned by the executive for the year-ended December 31, 2019, other than any bonuses that may be earned based on achievement of non-financial objectives, which are payable at

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target only in the case of Death or Disability or upon a Termination without Cause or for Good Reason within the two-year period following a Change of Control.Executive Compensation Tables

(3)

Each executive is entitled to receive continuation of his medical benefits generally for 18 months following the date of termination. This column reflects the current cost of COBRA premiums for such period and for purposes of this table, we have assumed the maximum premiums would be paid. Mr. Kasbar is also entitled to be reimbursed for the cost of obtaining comparable private health insurance coverage until the age of 65 up to a maximum of $150,000. Mr. Kasbar will turn 65 in 2021 and therefore his amount only reflects the cost of COBRA premiums until such time.

(4)

The totals in this column do not include (i) additional amounts payable to the executive under the Company's other employment programs that are applicable to all employees and (ii) any amounts that may be realized upon acceleration of outstanding equity to the extent that such executive is terminated, including after a change in control. Specifically, in accordance with the Company's policies, upon any termination, all employees are entitled to certain accrued obligations including salary earned through the date of termination, unreimbursed business expenses incurred in accordance with Company policy and a payment for unused paid time off. In addition, Mr. Kasbar is entitled to receive his non-qualified deferred compensation from a previously earned bonus upon any separation from us. Please see "Non-Qualified Deferred Compensation" table beginning on page 60 for an explanation of this amount.

(5)

If Mr. Kasbar's employment agreement is not renewed at the end of its term, Mr. Kasbar is entitled to the same amount of payments and benefits as if he were terminated without Cause.

(6)

As discussed above, our ESP defines "Good Reason" to have occurred only if certain events have happened within two years after a Change of Control has occurred. Consequently, for Messrs. Smith, Crosby, and Rau, any termination by him of his employment absent a Change of Control will be deemed a Termination without Good Reason.

Equity Treatment

Our outstanding equity awards are subject to a "double trigger"“double-trigger” in the event of a Change of Control where the awards are replaced or substituted by the acquiror. Consequently, in addition to the amounts set forth in the table above, outstanding equity held by each of the NEOs would only accelerate to the extent that such executive was terminated in the two years following a Change“change of Control.control”. Specifically, (i) our outstanding service-based SSARs would vest and be exercisable until the earlier of (a) two years plus 90 days following the termination date or (b) the expiration date, (ii) our service-based RSUs would vest and (iii) our outstanding RSUs and SSARs granted under the PSPany LTIP would vest at either target or actual, as determined by the Compensation Committee, depending on the date of termination. The PSPAny LTIP SSARs are thereafter exercisable until the earlier of: (a) one year after the termination date, or (b) the expiration date. With respect to any of the SSARs that vest as set forth above, the executive would be entitled to receive shares with a value equal to the difference between the conversionexercise price of the SSAR, which ranges from $27.52 and $57.48,$23.39 to $36.25, and the closing price of our common stock on the date of exercise.

Our equity award agreements further provide that the outstanding equity awards held by our NEOs will pro-rata accelerate upon a Terminationtermination without Cause“cause” or upon death or disability. In addition, Mr. Kasbar'sKasbar’s employment agreement also provides that, in addition to the conditions for acceleration set forth above, the outstanding equity held by Mr. Kasbarhim will accelerate upon a Terminationtermination with Good Reason“good reason” or upon the non-renewal of his employment agreement.

2023 PROXY STATEMENT

71

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CEO Pay Ratio

As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the median annual total compensation of our employees and the annual total compensation of our Chief Executive Officer, Michael J. Kasbar.

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As of December 31, 2017, our employee population consisted of approximately 5,225 individuals working at the Company and our subsidiaries, of which approximately 2,501 were located in the U.S. (and approximately 2,724 were located outside the U.S.). We selected December 31, 2017, the last day of our fiscal year, as the determination date for identifying the median employee. In connection with this analysis, we excluded 49 employees, which were all of our employees located in Sweden.

In 2017, we identified the median employee by calculating the amount of annual total cash compensation (salary plus bonus, commissions, and the portion of long-term cash awards paid in 2017) paid to all of our employees (other than our CEO). We did not make any cost-of-living or other adjustments in identifying the median employee. Based on this methodology, the median employee in 2017 was a full-time, salaried employee in the U.S.

There have been no material changes in our employee population or employee compensation arrangements in that would significantly impact the process that we used to identify the median employee for the 2017 compensation. However, the median employee identified for 2017 was not employed by us on December 31, 2019. Therefore, as permitted by the SEC rules, we replaced the 2017 median employee's compensation with that of another employee whose compensation was substantially similar to that of the 2017 median employee. For 2019, the median employee is also a full-time, salaried employee in the U.S.

Once we identified our 2019 median employee, we then calculated the 2019 annual total compensation for such employee in accordance with the requirements of the executive compensation rules for the Summary Compensation Table (Item 402(c)(2)(x) of Regulation S-K). Under this calculation, the median employee's annual total compensation in 2019 was $59,716. With respect to the annual total compensation of our CEO, we used the amount reported in the "Total" column of the Summary Compensation Table included in this proxy statement. The resulting ratio of the annual total compensation of our CEO to the annual total compensation of the median employee was 119 to 1.

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VI.         PROPOSAL NO. 2—

3 NON-BINDING, ADVISORY VOTE ON EXECUTIVE COMPENSATION

Introduction
Introduction The Board recognizes that executive compensation is an important matter for our shareholders. The guiding principles of our executive compensation philosophy and practice continue to be to: (i) attract, motivate and retain the exceptional management talent required to achieve above average growth and profitability, (ii) focus on rewarding the types of performance that increase shareholder value, (iii) link executive compensation to our long-termlong term strategic objectives and (iv) align executives'executives’ interests with those of our shareholders. Pursuant to amendments to Section 14A of the Exchange Act, we are asking our shareholders to vote to approve or not approve, on ana non-binding, advisory basis, the executive compensation philosophy, policies and procedures described in the Compensation Discussion and Analysis section beginning on page 3645 of this proxy statement, and the compensation of our NEOs, as disclosed in this proxy statement. As an advisory vote, the results of this vote will not be binding on us, our Board or the Compensation Committee. However, our Board and Compensation Committee value the opinions of our shareholders, and will consider the outcome of this vote when making future decisions on the compensation of our NEOs and evaluating our executive compensation principles, policies and procedures. The Board believes that our executive compensation programs follow the guiding principles stated above. In order to align the interests of our senior executives with those of our shareholders, our executive compensation framework emphasizes the following: ●Total compensation is tied to performance. The majority of total executive compensation is variable and delivered on a pay-for-performance basis. ●Long-term equity compensation aligns executives’ and shareholders’ interests. Our NEOs receive equity awards, which generally have multi-year vesting requirements. Accordingly, we are asking our shareholders to vote, in an advisory manner, “FOR” the adoption of the following resolution: “RESOLVED, that the compensation paid to our NEOs, as disclosed in this proxy statement pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion above is hereby APPROVED.” VOTE REQUIRED The affirmative vote of a majority of the votes cast on the proposal is required for the approval of the non-binding, advisory vote on executive compensation.
	THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” ADOPTION OF THE RESOLUTION APPROVING THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS, AS DESCRIBED IN THE COMPENSATION DISCUSSION AND ANALYSIS SECTION.

72	WORLD FUEL SERVICES CORPORATION

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              The Board believes that our executive compensation programs follow the guiding principles stated above. In order to align the interests of our senior executives with those of our shareholders, our executive compensation framework emphasizes the following:

•

Total compensation is tied to performance.  The majority of total executive compensation is variable and delivered on a pay-for-performance basis.



•

Long-term equity compensation aligns executives' and shareholders' interests.  Our NEOs receive equity awards, which generally have multi-year vesting requirements.

              This framework has resulted in compensation for our NEOs that is commensurate with our financial results, as demonstrated by the higher payouts in 2019 as compared to the previous year. Accordingly, we are asking our shareholders to vote, in an advisory manner, "FOR" the adoption of the following resolution:

              "RESOLVED, that the compensation paid to our NEOs, as disclosed in this proxy statement pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion above is hereby APPROVED."

Vote Required

              The affirmative vote of a majority of the votes cast on the proposal is required for the approval of the non-binding, advisory vote on executive compensation.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE APPROVAL OF THE COMPENSATION PAID TO OUR NEOS, AS DISCLOSED PURSUANT TO ITEM 402 OF REGULATION S-K, INCLUDING THE COMPENSATION DISCUSSION AND ANALYSIS, COMPENSATION TABLES AND NARRATIVE DISCUSSION CONTAINED
ABOVE IN THIS PROXY STATEMENT.

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VII.        PROPOSAL NO. 3—	4 NON-BINDING, ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION
	Introduction Pursuant to amendments to Section 14A of the Exchange Act, we are required to provide our shareholders with the opportunity to vote, on an advisory, non-binding basis, for their preference as to whether future advisory votes on the compensation of our named executive officers should occur every one, two or three years. A shareholder advisory vote on executive compensation (such as Proposal No. 3 in this Proxy Statement) is referred to as a “Say on Pay Proposal”. At our 2017 annual meeting of shareholders, our shareholders voted to hold an annual advisory vote on our executive compensation program. Accordingly, we have submitted Say on Pay proposals on the compensation of our named executive officers at every subsequent annual meeting. We are required to hold a vote on the frequency of Say on Pay Proposals every six years. In this Proposal 4, we are again asking for shareholder input as to whether, after this year, a Say on Pay Proposal should occur every one, two or three years. After careful consideration, our Board recommends that we continue to conduct an annual advisory vote on executive compensation. Our Board believes that an annual advisory vote is the best approach for our Company and our shareholders. An annual advisory vote provides more frequent shareholder feedback to our Board, the Compensation Committee and management regarding our executive compensation programs and policies. As in the past six years, our Board, Compensation Committee and management intend to consider this advisory vote as part of the design of our executive compensation programs and communication of such programs to our shareholders. The Board will carefully consider the outcome of the vote when making future decisions regarding the frequency of advisory votes on executive compensation. However, because this vote is advisory and not binding, the Board may decide that it is in the best interests of the Company and our shareholders to hold an advisory vote more or less frequently than the alternative that has been selected by our shareholders. VOTE REQUIRED The frequency (every one, two or three years) receiving the highest number of votes will be deemed to be the choice of our shareholders with respect to the non-binding, advisory vote on the frequency of future advisory votes on executive compensation. You are not voting to approve or disapprove the recommendation of the Board. You may choose to vote for a frequency of every “one year,” every “two years,” every “three years” or you may abstain from voting on this proposal.
	THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR THE FREQUENCY OF “EVERY 1 YEAR” ON FUTURE ADVISORY SHAREHOLDER VOTES ON EXECUTIVE COMPENSATION.

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	5 RATIFICATION OF INDEPENDENT REGISTERED CERTIFIED PUBLIC ACCOUNTING FIRM
	Introduction The Audit Committee appoints, compensates, retains and oversees our auditors. The Audit Committee engages in an annual evaluation of the independent registered certified public accounting firm, or “independent auditor,” its qualifications, performance and independence and considers the advisability and potential impact of selecting a different independent auditor. The Audit Committee has selected PwC to serve as our independent auditor for 2023. In accordance with SEC rules and PwC policies, audit partners are subject to rotation requirements to limit the number of consecutive years an individual partner may provide audit service to us. For lead and concurring review audit partners, the maximum number of consecutive years of service in that capacity is five years. The process for selection of our lead audit partner pursuant to this rotation policy includes meetings between the Chairman and the members of the Audit Committee and the candidates for the role, as well as discussion by the full committee with input from management. The Audit Committee and the Board believe that the continued retention of PwC as our independent auditor is in our best interests and those of our shareholders, and we are asking our shareholders to ratify the selection of PwC as our independent auditor for 2023. Although the Board is submitting the selection of PwC to our shareholders for ratification, the Audit Committee is not required to take any action as a result of the outcome of the vote on this proposal. If our shareholders do not ratify the selection of PwC as our independent auditor, other independent registered certified public accounting firms will be considered by our Audit Committee, but the Audit Committee may nonetheless choose to engage PwC. Even if the appointment is ratified, the Audit Committee may, in its discretion, select a different independent registered certified public accounting firm at any time during the year if it determines that such a change would be in the best interest of our Company and our shareholders. Representatives of PwC are expected to be present at the Annual Meeting, will have an opportunity to make a statement if they desire and will be available to respond to questions.
	THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED CERTIFIED PUBLIC ACCOUNTING FIRM FOR THE 2023 FISCAL YEAR.

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Table of Contents Introduction

              The Audit Committee appoints, compensates, retains and oversees our auditors. The Committee engages in an annual evaluationProposal No. 5—Ratification of the independent registered certified public accounting firm, or "independent auditor," qualifications, performance and independence and considers the advisability and potential impact of selecting a different independent registered certified public accounting firm.Independent Registered Certified Public Accounting Firm

              The Audit Committee has selected PwC to serve as our independent auditor for 2020. In accordance with SEC rules and PwC policies, audit partners are subject to rotation requirements to limit the number of consecutive years an individual partner may provide audit service to us. For lead and concurring review audit partners, the maximum number of consecutive years of service in that capacity is five years. The process for selection of our lead audit partner pursuant to this rotation policy includes meetings between the Chairman and the members of the Audit Committee and the candidates for the role, as well as discussion by the full committee with input from management.

              The Audit Committee and the Board believe that the continued retention of PwC as our independent auditor is in our best interests and those of our shareholders, and we are asking our shareholders to ratify the selection of PwC as our independent auditor for 2020. Although the Board is submitting the selection of PwC to our shareholders for ratification, the Audit Committee is not required to take any action as a result of the outcome of the vote on this proposal. If our shareholders do not ratify the selection of PwC as our independent registered certified public accounting firm, other independent registered certified public accounting firms will be considered by our Audit Committee, but the Audit Committee may nonetheless choose to engage PwC. Even if the appointment is ratified, the Audit Committee, in its discretion, may select a different independent registered certified public accounting firm at any time during the year if it determines that such a change would be in the best interest of us and our shareholders.

              Representatives of PwC are expected to be present at the Annual Meeting, will have an opportunity to make a statement if they desire and will be available to respond to questions.

Fees and Services of PricewaterhouseCoopers LLP

The following table presents aggregate fees for professional audit services rendered by PwC for the audit of our consolidated financial statements for the fiscal years ended December 31, 20192022 and 2018,2021, and fees billed for other services rendered by PwC during those periods.

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Services Rendered

			(in millions)
			2019			2018
​	​	​	​	​	​	​	​
Audit Fees(1)		$	7.0		$	5.9
Audit-Related Fees(2)			0.1			0.3
Tax Fees(3)			2.5			0.9
All Other Fees			—			—
​	​	​	​	​	​	​	​
Total		$	9.6		$	7.1
​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​

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(1)

These amounts represent fees for professional services rendered for the audits of our consolidated financial statements included in our annual report on Form 10-K, reviews of the quarterly consolidated financial statements included in our quarterly reports on Form 10-Q, statutory audits, the assessment of our internal control assertions required by Section 404 of the Sarbanes-Oxley Act of 2002 and other SEC filings and accounting consultations on matters related to the annual audits or interim reviews.

(2)

These amounts represent fees for professional services rendered in connection with service organization control reports in each of 2018 and 2019, as well as the implementation of accounting-related software for 2018.

(3)

This amount represents fees for tax consulting and compliance services in our U.S. and non-U.S. locations.

		(in millions)
		2022			2021
Audit Fees(1)		$	6.4		$	5.9
Audit-Related Fees(2)			0.4			0.2
Tax Fees(3)			1.0			0.5
All Other Fees			—			—
Total		$	7.8		$	6.6

(1)	These amounts represent fees for professional services rendered for the audits of our consolidated financial statements included in our Annual Report on Form 10-K, reviews of the quarterly consolidated financial statements included in our quarterly reports on Form 10-Q, statutory audits, the assessment of our internal control assertions required by Section 404 of the Sarbanes-Oxley Act of 2002 and other SEC filings and accounting consultations on matters related to the annual audits or interim reviews.
(2)	These amounts represent fees for professional services rendered in connection with service organization control reports in each of 2022 and 2021, as well as fees associated with the filing of our Form S-8 registration statement in 2021.
(3)	This amount represents fees for tax consulting and compliance services in our U.S. and non-U.S. locations.

Audit Committee Pre-Approval Policy

Consistent with requirements of the SEC and the Public Company Accounting Oversight Board ("PCAOB"(“PCAOB”) regarding auditor independence, the Audit Committee (i) appoints, (ii) negotiates and sets the compensation of and (iii) oversees the performance of the independent registered public accounting firm. In recognition of this responsibility, the Audit Committee has established a pre-approval policy for all audit and permitted non-audit services performed by our independent auditors to ensure that providing such services does not impair the auditors'auditors’ independence. There are two types of pre-approvalpre-approvals under the policy, general and specific. Under the general type of pre-approval, proposed services are pre-approved on a categorical basis for up to 12 months and must be detailed as to the particular services provided and sufficiently specific and objective so that no judgments by management are required to determine whether a specific service falls within the pre-approved category. The Audit Committee reviews the general pre-approval categories on a periodic basis and approves the fee levels for each category annually. Under the specific type of pre-approval, proposed services, such as the annual audit engagement terms and fees, are approved on a case-by-case basis. Any services that have not been generally pre-approved or that exceed the approved fee levels must be specifically pre-approved. Specific pre-approval must be obtained from the Audit Committee.

The Audit Committee has delegated the authority to the Chairman of the Audit Committee to pre-approve audit and permitted non-audit services to be provided by theour independent registered certified public accounting firmauditor so long as such services: (a) involve fees of less than $100,000, and (b) are subsequently reported to and approved by the full Audit Committee at its next scheduled meeting. The Audit Committee approved all services provided by, and all fees paid to, PwC. The Audit Committee has considered the services provided by PwC as described above and has determined that such services are compatible with maintaining PwC'sPwC’s independence.

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2023 PROXY STATEMENT

75

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Proposal No. 5—Ratification of Independent Registered Certified Public Accounting Firm

Report of the Audit Committee

The Audit Committee has reviewed and discussed with management and with the independent registered certified public accounting firm the audited consolidated financial statements for the 20192022 fiscal year. The Audit Committee has also performed the other reviews and duties set forth in its charter. The Audit Committee discussed with the independent registered certified public accounting firm the matters required to be discussed by Auditing Standard No. 1301, Communication with Audit Committees, as adopted by the PCAOB.

Additionally, the Audit Committee has: (i) received the written disclosures and the letter from the independent registered certified public accounting firm required by the applicable requirements of the PCAOB regarding the independent registered certified public accounting firm'sfirm’s communications with the Audit Committee concerning independence; (ii) considered whether the provision of tax and accounting research and other non-audit services by our independent registered certified public accounting firm is compatible with maintaining their independence; and (iii) discussed with the independent registered certified public accounting firm their independence from us and our management.

In reliance on the foregoing reviews and discussions, the Audit Committee recommended to the Board that the audited consolidated financial statements referred to above be included in our Annual Report on Form 10-K for the 20192022 fiscal year for filing with the SEC.

In determining whether to reappoint PwC as our independent registered certified public accounting firm for 2020,2023, the Audit Committee considered the qualifications, performance and independence of the firm and the audit engagement team, together with the following factors:

•

PwC's capabilities to handle the breadth and complexity of our global operations;



•

PwC's familiarity with our industry, accounting policies, financial reporting process, and internal control over financial reporting;



•

the quality and candor of PwC's communications with the Audit Committee and management;



•

external data on the firm's audit quality and performance, including recent PCAOB reports on PwC and its peer firms;



•

the performance of the lead engagement partner and the other professionals on our account; and



•

the appropriateness of PwC's fees based on the scope of activities.

●	PwC’s capabilities to handle the breadth and complexity of our global operations;
●	PwC’s familiarity with our industry, accounting policies, financial reporting process, and internal control over financial reporting;
●	the quality and candor of PwC’s communications with the Audit Committee and management;
●	external data on the firm’s audit quality and performance, including recent PCAOB reports on PwC and its peer firms;
●	the performance of the lead engagement partner and the other professionals on our account; and
●	the appropriateness of PwC’s fees based on the scope of activities.

In light of the Audit Committee'sCommittee’s views on the performance of PwC, it is the Audit Committee'sCommittee’s belief that continuing to retain PwC is in our best interest and those of our shareholders. Consequently, the Audit Committee has appointed PwC as our independent registered certified public accounting firm for fiscal year 20202023 and recommends that shareholders ratify the appointment at the Annual Meeting.

John L. Manley Chairman
, Chair
Jorge L. Benitez Member

Richard A. Kassar Member

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Notwithstanding anything to the contrary set forth in any of our previous filings under the Securities Act of 1933, as amended, or the Exchange Act that might incorporate future filings, including this proxy statement, in whole or in part, the Report of the Audit Committee and the Compensation Committee Report above shall not be incorporated by reference into this proxy statement.

March 22, 2023

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THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE
"FOR" THE RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP
AS OUR INDEPENDENT REGISTERED CERTIFIED PUBLIC ACCOUNTING FIRM
FOR THE 2020 FISCAL YEAR

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VIII.      PROPOSAL NO. 4—APPROVAL OF THE 2020 OMNIBUS PLAN

Security Ownership of Certain Beneficial Owners and Management

              On March 12, 2020, the Board approved the adoption of the World Fuel Services Corporation 2020 Omnibus Plan (the "2020 Plan" or the "Plan"), subject to approval by our shareholders. The Board of Directors adopted the 2020 Plan as a flexible omnibus incentive compensation plan that would allow the Company to use different forms of compensation awards to attract new employees, executives and directors, to further the goal of retaining and motivating employees and directors and to further align such individuals' interests with those of our shareholders.

              The use of equity as part of our compensation program is important because it fosters a pay-for-performance culture, which is an essential element of our overall compensation philosophy. We believe that equity compensation motivates individuals to create shareholder value since the value they ultimately realize from such compensation is based on our stock performance. As described in greater detail below, the Board believes that the effective use of equity-based compensation and performance-based compensation has been integral to our success in the past and is a key component of our ability to drive strong performance in the future. Accordingly, the Board is seeking shareholder approval of the 2020 Plan. The summary that follows represents the terms of the 2020 Plan in the event it is approved by the shareholders.

              The following information regarding the 2020 Plan is being provided to you in connection with the solicitation of proxies for the approval of the adoption of the 2020 Plan. The following description of the 2020 Plan is a summary only and does not purport to be complete. The summary is qualified in its entirety by reference to the 2020 Plan. The text of the 2020 Plan is attached as Annex A to this proxy statement. You are urged to read the 2020 Plan.

General Plan Information

              The 2020 Plan is intended to replace our 2016 Omnibus Plan (the "2016 Plan"). No new awards will be granted under the 2016 Plan upon approval of the 2020 Plan by our shareholders, however, outstanding awards under the 2016 Plan will continue to be governed by the terms of the 2016 Plan until exercised, settled, expired or otherwise terminated or canceled. If the 2020 Plan is approved, the number of shares of our common stock (the "Stock") that will be available for issuance under the 2020 Plan pursuant to any form of equity awards permitted under the 2020 Plan will be equal to the sum of (a) 1,550,000 shares of Stock plus (b) any shares of Stock remaining available for future awards under the 2016 Plan on the date the 2020 Plan is approved by the Company's shareholders (of which there were 2.4 million shares of Stock remaining available for future awards under the 2016 Plan as of March 30, 2020); plus (c) any shares of Stock with respect to awards that were granted under the 2020 Plan, the 2016 Plan or our 2006 Omnibus Plan (the "2006 Plan" and together with the 2016 Plan, the "Prior Plans") that are forfeited or canceled (e.g., due to the recipient's failure to satisfy applicable service or performance conditions) after the 2020 Plan is approved by the Company's shareholders. However, shares of Stock with respect to awards under the 2020 Plan or the Prior Plans that are withheld or tendered or not issued to the Participant to satisfy tax withholding obligations or to pay the exercise price of an award under the 2020 Plan or any award under a Prior Plan would not become available for issuance pursuant to the 2020 Plan.

Share Reservation

              In its determination to recommend that the Board approve the 2020 Plan, the Compensation Committee reviewed a summary of the 2020 Plan terms and the share usage, overhang and dilution metrics set forth below, as well as market practices and trends and the cost of the 2020 Plan. The following table summarizes the number of shares (in millions) that were authorized for issuance related

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to outstanding awards under the Prior Plans and available for future awards under the 2016 Plan as of March 30, 2020 (in millions).

Shares Subject to Outstanding SSARs/PSSARs			Shares Subject to Outstanding Full-Value Awards			Shares Remaining Available for Future Grants under the 2016 Plan			Total
	2.4	(1)		1.6			2.4			6.4

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(1)

The weighted average exercise price of the stock-settled stock appreciation rights ("SSARs") and performance-based SSARs ("PSSARs") is $29.34 and the weighted average remaining term is 3.2 years. The Company does not have any stock options ("Options"), other SSARs or PSSARs (which are types of stock appreciation rights ("SARs")) outstanding.

              Our Board recognizes the impact of dilution on our shareholders and has evaluated this impact carefully in the context of the need to attract, retain, motivate and ensure that our leadership team and key employees are focused on our strategic priorities and their interests are aligned with those of our shareholders. We had approximately 65.5 million shares outstanding as of March 30, 2020.

              The aggregate total of 6.4 million shares represents a fully-diluted overhang of approximately 8.9% of our shares of Stock outstanding as of March 30, 2020. If the 2020 Plan is approved, the 1.55 million newly authorized shares requested would increase the overhang to approximately 10.8%. Overhang is calculated as the total of (a) shares underlying outstanding awards plus shares available for issuance under future equity awards, divided by (b) the total number of shares outstanding, shares underlying outstanding awards and shares available for issuance under future equity awards. Our Board believes that the proposed share reserve represents a reasonable amount of potential equity dilution to accommodate our long-term strategic and growth priorities.

Share Usage

              We believe we have demonstrated our commitment to sound equity compensation practices. For example, as set forth in the table below, our average three-year burn rate for 2017, 2018 and 2019 is 1.69%. Our average three-year burn rate is calculated as the number of shares granted under the 2016 Plan in each fiscal year, including SSARs, PSSARs, RSAs, RSUs, and performance-based RSUs ("PSUs"), divided by the weighted average common shares outstanding. Management and our Board are cognizant of the expense attributable to compensatory stock awards, as well as dilution, and strive to maintain both at appropriate levels.

		(Amounts in millions)
Year		SSARs/PSSARs Granted			Full- Value Awards Granted			Total Granted			Weighted Average Common Shares Outstanding			Burn Rate
2019			0.7			0.3			1.0			66.1			1.51	%
2018			1.2			0.2			1.4			67.4			2.08	%
2017			0.4			0.6			1.0			68.1			1.47	%
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Three-Year Average															1.69	%

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Important Governance Features and Practices

              The 2020 Plan and our equity grant practices are designed to reflect leading corporate governance practices and protect shareholder interests:

FEATURE/PRACTICE	​		​	DESCRIPTION
No Liberal Share Recycling	​		​	Neither shares of Stock withheld or tendered to satisfy applicable tax withholding obligations or in payment of the exercise price of an award either under the 2020 Plan or a Prior Plan nor any shares of Stock repurchased by the Company on the open market with the proceeds of an award under the 2020 Plan or Prior Plan paid to the Company by or on behalf of the Participant would be available again for purposes of determining the maximum number of shares of Stock available for delivery under the 2020 Plan. Each share of Stock with respect to which a SAR is exercised would be counted as one share of Stock against the maximum number of shares of Stock available for delivery under the Plan, regardless of the number of shares of Stock actually delivered upon settlement of such SAR.
​	​	​	​	​
No Evergreen Provision	​		​	The Plan does not contain an "evergreen" feature that automatically replenishes the shares available for future grants under the 2020 Plan.
​	​	​	​	​
No Automatic Grants	​		​	The Plan does not provide for automatic grants to any participant.
​	​	​	​	​
No Tax Gross-Ups	​		​	The Plan does not provide for any tax gross-ups.
​	​	​	​	​
No Discounted Options or SARs	​		​	Options and SARs may not be granted with exercise prices lower than the market value of the underlying shares on the grant date.
​	​	​	​	​
Explicit "No Repricing" Provisions	​		​	Subject to certain adjustment provisions, the Plan expressly provides that the terms of Options or SARs may not be amended, substituted or replaced or re-granted, without shareholder approval, to (1) reduce the exercise price of outstanding Options or SARs or (2) cancel outstanding options or SARs in exchange for Options or SARs with a lower exercise price.
​	​	​	​	​
Minimum Vesting/ Minimum Retention	​		​	Stock-based awards are subject to a minimum vesting period of one year, subject to a de minimis exception and a further exception in connection with a participant's death or disability. In addition, as discussed in the Compensation Discussion and Analysis section of this proxy statement, our stock ownership and retention guidelines require our NEOs to retain 50% of any net after-tax shares acquired pursuant to any equity award for three years after the shares are delivered (or until the individual ceases to be an executive officer, if earlier) and own shares of our Stock with a total value equal to a specified multiple of their base salary, based on level.
​	​	​	​	​
Individual Limits on Awards	​		​	The Plan limits the number of shares of Stock underlying performance compensation awards that may be granted to a participant in a calendar year. There are further limits on the number of shares underlying awards that may be granted to independent directors.
​	​	​	​	​

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FEATURE/PRACTICE	​		​	DESCRIPTION
No discretionary authority to accelerate upon termination	​		​	The Committee does not have discretionary authority to accelerate vesting of an award in the event of a participant's termination of employment other than in connection with the participant's death or disability.
​	​	​	​	​
Double-trigger vesting of awards upon a Change of Control	​		​	Awards do not accelerate upon a Change of Control (as defined below), unless the employee is terminated without Cause (as defined below) within 12 months following the Change of Control or the awards are not assumed by the acquiror. For performance awards outstanding at the Change of Control, (i) the performance period would end on the date immediately prior to such Change of Control, (ii) the Committee would determine the actual level of achievement of performance goals based upon the Company's audited or unaudited financial information or other information then available as the Committee deems relevant and (iii) the earned amount of performance awards will continue to be subject to any service-based vesting conditions that remain in place.
​	​	​	​	​
No liberal Change of Control definition	​		​	The definition of Change of Control would require consummation, not only shareholder approval, of a merger or similar corporate transaction.
​	​	​	​	​
No Dividends on Unvested Awards, Stock Options or SARs	​		​	The Plan prohibits the payment of dividends or dividend equivalents on Options and SARs. Where permitted for other awards, dividends or dividend equivalent rights, if any, will be subject to the same vesting requirements and risk of forfeiture as the underlying award and will only be paid at the time those vesting requirements are satisfied.
​	​	​	​	​
Seven-year expiration	​		​	No Option or SAR is permitted to be exercisable after the seven-year anniversary of the date of grant.
​	​	​	​	​
Independent Administration	​		​	The Plan is administered by the Compensation Committee, which is composed entirely of directors which are "independent" within the meaning of the NYSE independence requirements and "non-employee directors" as defined in Rule 16b-3 under the Exchange Act.
​	​	​	​	​
	​		​

Vote Required

              Under the NYSE rules, approval of the Plan requires the affirmative vote of the majority of the votes cast on the proposal.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE
"FOR" APPROVAL OF THE WORLD FUEL SERVICES CORPORATION 2020 OMNIBUS PLAN

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Summary of the 2020 Plan

Administration

              The Plan is to be administered by the Compensation Committee (the "Committee") of the Board, which is comprised exclusively of non-management independent directors, who serve at the discretion of the Board. In the absence of the Committee, the Plan is administered by the Board. The Committee would also be permitted to delegate its responsibilities and powers to any director, officer or employee it chooses, and such delegation may be revoked by the Committee at any time, provided that such persons may not take any action with respect to (i) awards held by "officers" of the Company (within the meaning of Rule 16a-1 under the Exchange Act) or independent directors, (ii) take any action inconsistent with Section 409A of the Code, or (iii) take any action inconsistent with applicable provisions of the Florida Business Corporation Act.

              Subject to the terms of the Plan, the Committee is authorized to (i) select eligible recipients, (ii) determine the terms and conditions of the awards, (iii) construe and interpret the Plan and awards, (iv) grant replacement awards in specified circumstances, (v) establish, amend and revoke rules and regulations for its administration and (vi) cancel awards. The Committee would not, however, have discretionary authority to accelerate vesting of an award in the event of a participant's termination of employment other than in connection with the participant's death or disability. Any interpretation of the Plan by the Committee, and any decision made by the Committee under the Plan, is binding and conclusive on all persons. In no event would the Committee have the power to reprice options or SARs with an exercise price that is less than the original exercise price, unless such action is approved by the Company's shareholders. Any awards granted to an independent director of the Board is administered by the Board, and the Board would have all the powers of the Committee in such circumstances.

Eligibility

              Any current or prospective employee, officer or member of the Board of the Company or any of its Subsidiaries, any individual consultant or other person who performs services for the Company or any of its Subsidiaries is eligible for selection by the Committee to receive awards and participate in the Plan. The Company currently expects that awards would be generally granted to approximately 275 employees and non-employee directors (of whom there are currently eight non-employee directors.)

Shares Available for Awards

              Subject to adjustment for changes in capitalization, the maximum total number of shares of Stock that may be delivered to participants and their beneficiaries under the Plan is equal to the sum of (a) 1,550,000 shares of Stock plus (b) any shares of Stock remaining available for future awards under the 2016 Plan on the date the 2020 Plan is approved by the Company's shareholders; plus (c) any shares of Stock with respect to awards that were granted under the 2020 Plan or Prior Plans that are forfeited or canceled (e.g., due to the recipient's failure to satisfy applicable service or performance conditions) after the 2020 Plan is approved by the Company's shareholders. However, shares of Stock with respect to awards under the 2020 Plan or the Prior Plans that are withheld or tendered or not issued to the Participant to satisfy tax withholding obligations or to pay the exercise price of any such award would not become available for issuance pursuant to the 2020 Plan. In addition, any shares of Stock repurchased by the Company on the open market with the proceeds of an award under the 2020 Plan or Prior Plan paid to the Company by or on behalf of the Participant would also not become available for issuance under the 2020 Plan.

              Upon exercise of a SAR, each share of Stock with respect to which such SAR is exercised is counted as one share of Stock against the maximum aggregate number of shares of Stock that may be

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delivered pursuant to awards granted under the Plan, regardless of the number of shares of Stock actually delivered upon settlement of such SAR. If and to the extent that shares of Stock are not delivered because an award is settled in cash, those shares would not be deemed to have been delivered for purposes of determining the maximum number of shares of Stock available for delivery under the Plan. Shares of Stock issued pursuant to awards granted in substitution for awards previously granted by a company acquired by the Company or subsidiary, or with which the Company or any subsidiary combines, would not reduce the limit on shares of Stock available for delivery under the Plan.

Types of Awards

              Under the Plan, the Committee is authorized to grant stock options, SARs, SSARs, stock unit awards, performance compensation awards, RSAs, RSU awards, other stock-based awards and cash incentive awards.

Stock Options and SARs

              The Committee is authorized to grant incentive stock options ("ISOs"), which can result in potentially favorable tax treatment to the participant, non-qualified stock options and SARs, which entitle the participant to receive the amount by which the fair market value of a share of Stock on the date of exercise exceeds the exercise price of the SAR. The exercise price per share subject to an option and the exercise price of a SAR is determined by the Committee, but may not be less than the fair market value of a share of Stock on the date of grant. For purposes of the Plan, the fair market value of a share of Stock as of any given date is the closing sales price per share of Stock as reported on the principal securities exchange or market on which Stock is then listed or admitted to trading on the date that the award is granted or, if the grant date is not a trading day, the fair market value is the closing sales price per share of Stock on the most recent trading prior to the date the award was granted. The maximum term of each option or SAR, the times at which and the manner in which each option or SAR will be exercisable, and provisions requiring forfeiture of unexercised options or SARs at or following termination of employment generally is fixed by the Committee, provided, however, that in no event may an option or SAR remain exercisable after the seven-year anniversary of the date of grant.

Stock-Based Awards and Cash Incentive Awards

              Stock-based awards (other than Options and SARs) would consist of: (1) stock unit awards, which are vested awards that entitle the participant to receive shares of Stock in the future; (2) RSAs, which are shares of Stock that are subject to forfeiture or other restrictions that would lapse upon the achievement of one or more goals relating to completion of service, performance or other objectives; (3) RSU awards, which entitle the participant to receive shares of Stock in the future subject to the achievement of one or more goals, relating to completion of certain service, performance or other objectives; and (5) other stock-based awards, which are awards (other than Options, SARs, stock unit awards, RSAs or RSU awards), that is denominated or payable in, valued in whole or in part by reference to, or otherwise based on or related to, shares of Stock. Cash incentive awards would entitle the participant to receive a designated dollar value amount of cash and is subject to the achievement of one or more goals relating to completion of service, performance or other objectives

Performance Compensation Awards

              The Committee is authorized to designate any award granted under the 2020 Plan as a performance compensation award that is contingent on the achievement of performance measures during a performance period as determined by the Committee upon the grant of the performance

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compensation award. Performance compensation awards may be settled by delivery of cash, shares or other property, or any combination thereof, as determined by the Committee.

              The Committee may establish the performance measures for awards under the Plan which may be based on the achievement of one or more of the following business criteria for the Company, on a consolidated basis, or for any Subsidiary, or for business or geographical units of the Company or any Subsidiary (except with respect to the shareholder return measures and earnings per share criteria),: (1) earnings per share or diluted earnings per share; (2) revenues or margins; (3) cash flow; (4) gross or net profitability/profit margins (including profitability of a product or service); (5) return measures (including return on net assets, investment, capital, equity, or sales); (6) economic value; enterprise value; (7) direct contribution; (8) net income; (9) pretax earnings; (10) earnings before interest and taxes; (11) earnings before interest, taxes, depreciation and amortization; (12) earnings after interest expense and before non-recurring or special items; (13) operating income; (14) income before interest income or expense, unusual items and income taxes, local, state, federal or foreign and excluding budgeted and actual bonuses which might be paid under any ongoing bonus plans of the Company; (15) working capital; (16) costs or expenses (including specified types or categories thereof); (17) identification and/or consummation of investment opportunities or completion of specified projects, including strategic mergers, acquisitions or divestitures; (18) shareholder return measures; share price; (19) debt reduction or borrowing levels; (20) improvements in capital structure; (21) sales or product volume; days sales outstanding; (22) market share (in the aggregate or by segment); (23) ratios (including operating, leverage, combined); (24) book, economic book or intrinsic book value (including book value per share); (25) entry into new markets, either geographically or by business unit; (26) customer retention and satisfaction; (27) safety and accident rates; (28) strategic plan development and implementation, including turnaround plans; (29) funds from operations, (30) any other financial or operational metric selected by the Committee; or (31) any other criteria as the Committee determines in its discretion.

              Any of the above goals may be determined on an absolute or relative basis (e.g. growth in earnings per share) or as compared to the performance of a published or special index deemed applicable by the Committee including, but not limited to, the Standard & Poor's 500 Stock Index or a group of companies that are selected by the Committee. The Committee may adjust the impact of one or more events or occurrences as the Committee determines appropriate, including, without limitation, (i) acquisitions, divestitures, restructurings, discontinued operations, and other unusual or non-recurring charges, (ii) an event either not directly related to the operations of the Company or any of its affiliates, Subsidiaries, divisions, segments or operating units or not within the reasonable control of the Company's management, or (iii) a change in accounting standards required by generally accepted accounting principles.

Other Terms of Awards

              Awards issued under the Plan may also include the following terms:

•

Awards may be settled in the form of cash, shares of Stock, other awards, or any combination thereof, as the Committee is permitted to determine.



•

The Committee may require or permit participants to defer the settlement of all or part of an award in accordance with such terms and conditions as the Committee may establish, which may include the payment or crediting of interest or dividend equivalents on deferred amounts, and may include such credits into deferred Stock equivalents. A participant would, however, only be eligible to receive dividends or dividend equivalents in respect of any award that vests or is payable upon achievement of performance measures to the extent that the relevant performance measures are achieved and all or some of the award has

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been earned for the applicable period. In addition, no dividends or dividend equivalents will be paid on Options or SARs.

•

The Committee is permitted to condition the delivery of any shares of Stock or benefits under the Plan on satisfaction of the applicable tax withholding obligations, and may permit such withholding obligations to be satisfied through cash payment by the participant, the surrender of shares of Stock which the participant already owns, the withholding of shares of Stock that otherwise would have been delivered pursuant to the award, or the surrender of shares of Stock to which the participant is otherwise entitled under the Plan.



•

Except as otherwise provided by the Committee, awards under the Plan would not be transferable except as designated by the participant by will or by the laws of descent and distribution.

Change of Control

              In the event of a Change of Control, unless otherwise provided in the applicable award or an individual employment agreement, all awards that are outstanding and unvested as of immediately prior to a Change of Control would remain outstanding and unvested, provided that for any outstanding performance compensation awards, (i) the performance periods that would be in effect on the date the Change of Control occurs would instead end on the date immediately prior to such Change of Control, (ii) the Committee would determine the actual level of achievement of the performance goals with respect to each such performance period as of the most recent practicable date prior to such Change of Control based upon the Company's audited or unaudited financial information or other information then available as the Committee deems relevant and (iii) to the extent earned, such performance awards will continue to be subject to any service-based vesting conditions that remain in place. If, however, (A) within two years following a Change of Control, the participant's employment with the Company and its affiliates is terminated without Cause or (B) in connection with the Change of Control, no provision is made for assumption, continuation or substitution of awards in a manner that preserves the material terms and conditions of the awards, then any awards that are unexercisable, unvested or subject to restrictions would automatically become exercisable and vested and all restrictions would lapse as of the date of such termination or immediately prior to the Change of Control, as applicable.

              The term "Change of Control" is defined in the Plan to mean any one of the following events:

•

any person or "group" as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, but excluding any employee benefit plan or plans of the Company and its Subsidiaries, becomes the beneficial owner, directly or indirectly, thirty percent (30%) or more of the combined voting power of the Company's outstanding voting securities ordinarily having the right to vote for the election of directors of the Company; provided, however, that, for purposes of this subparagraph a), any acquisition directly from the Company will not constitute a Change of Control; or



•

any merger, consolidation, reorganization or similar event of the Company or any of its Subsidiaries, as a result of which the holders of the voting stock of the Company immediately prior to such merger, consolidation, reorganization or similar event do not directly or indirectly hold at least fifty-one percent (51%) of the aggregate voting power of the capital stock of the surviving entity; or



•

the individuals who, as of the date on which our shareholders approve the Plan (the "Effective Date"), constitute the Board (as of the Effective Date, the "Incumbent Board")

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cease for any reason to constitute at least two-thirds (²/3) of the Board, or in the case of a merger or consolidation of the Company, do not constitute or cease to constitute at least two-thirds (²/3) of the board of directors of the surviving company (or in a case where the surviving corporation is controlled, directly or indirectly by another corporation or entity, do not constitute or cease to constitute at least two-thirds (²/3) of the board of such controlling corporation or do not have or cease to have at least two-thirds (²/3) of the voting seats on any body comparable to a board of directors of such controlling entity, or if there is no body comparable to a board of directors, at least two-thirds (²/3) voting control of such controlling entity); provided that any person becoming a director (or, in the case of a controlling non-corporate entity, obtaining a position comparable to a director or obtaining a voting interest in such entity) subsequent to the Effective Date whose election, or nomination for election, was approved by a vote of the persons comprising at least two-thirds (²/3) of the Incumbent Board (other than an election or nomination of an individual whose initial assumption of office is pursuant to an actual or threatened election contest), shall be, for purposes of the Plan, considered as though such person were a member of the Incumbent Board; or

•

there is a liquidation or dissolution of the Company or all or substantially all of the assets of the Company have been sold.

              Unless defined otherwise in the award or individual employment agreement, the term "Cause" is defined in the Plan to mean:

a)

the material failure by the participant to perform, in a reasonable manner, his or her duties as assigned by the Company or any Subsidiary (or any successor company);



b)

any material violation or breach by the participant of his or her employment agreement, consulting or other similar agreement with the Company or any Subsidiary (or successor company), if any;



c)

any material violation or breach by the participant of any non-competition, non-solicitation, non-disclosure or other similar agreement with the Company or any Subsidiary (or successor company);



d)

any material violation or material breach by the participant of the Company's Code of Conduct or any other Company (or successor company) policy;



e)

any act by the participant of material dishonesty or fraud that injures the reputation or business of the Company or any Subsidiary (or successor company); or



f)

the conviction of or entry of a plea of guilty or nolo contender to a felony or a crime involving moral turpitude.

              The good faith determination by the Committee of whether the participant's employment or service was terminated for Cause is final and binding for all purposes.

Share Limits

              Subject to adjustment for changes in capitalization, the maximum number of shares of Stock that may be issued as a result of the exercise of ISOs is 2,500,000. Furthermore, with respect to awards that are performance compensation awards, the maximum number of shares of Stock that is available to be granted to any one individual in any fiscal year in respect of stock-settled awards, is no more than 600,000, multiplied by the number of fiscal years (and fractions thereof) over which the performance

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criteria are measured. In the case of such awards that are cash-settled based upon the fair market value of a share of Stock, the maximum amount of cash that may be paid to any one individual in any fiscal year is equal to 600,000 shares of Stock multiplied by the fair market value as of the relevant vesting, payment or settlement date, multiplied by the number of fiscal years (and fractions thereof) over which the performance criteria are measured. In the case of all other performance compensation awards, the maximum amount of cash and other property (valued at its fair market value) other than shares of Stock that may be paid or delivered pursuant to such awards granted to any one individual in any fiscal year is equal to $10,000,000 multiplied by the number of complete fiscal years (and fractions thereof) over which the performance criteria are measured.

              Subject to adjustment for changes in capitalization, with respect to awards granted to independent directors, in the case of such stock-settled awards, the maximum number of shares of Stock that is available to be granted to any one independent director in any fiscal year is 60,000. In the case of such awards that are cash-settled based on the fair market value of a share of Stock, the maximum amount of cash that may be paid to any one independent director in any fiscal year is equal to 60,000 shares of Stock multiplied by the per share fair market value as of the relevant vesting, payment or settlement date. In the case of all other awards granted to independent directors, the maximum amount of cash and other property (valued at its fair market value) other than shares of Stock that may be paid or delivered pursuant to such awards to any one independent director in any fiscal year is $500,000.

Minimum Vesting

              All equity-based awards granted under the 2020 Plan would be subject to a minimum vesting period of one (1) year from the date of grant (excluding, for this purpose, any substitute awards and shares of Stock issued pursuant to a participant's election to receive shares of Stock in lieu of cash compensation), provided that (i) up to five percent (5%) of the shares of Stock available under the Plan may be granted free of any vesting requirements, (ii) the restriction does not apply to the Committee's discretion to provide for accelerated exercisability or vesting of any award upon the death or disability of a participant and (iii) the minimum vesting period would be deemed satisfied with respect to any award granted to an independent director if such award vests on the earlier of the one-year anniversary of the date of grant and the next annual shareholder meeting.

Adjustments

              In the event of any equity restructuring of the Company, such as a stock dividend, stock split, spin-off, reverse stock split, split-up, rights offering, recapitalization or non-recurring cash dividend or other distribution (whether in the form of shares of Stock, other securities or other property), the Committee would adjust each award to prevent dilution or enlargement of the rights of the holders with respect to outstanding awards. In addition, in the event of any merger, consolidation, combination, exchange of shares or any similar corporate transaction (including any Change of Control), the Committee is permitted to make other adjustments in order to preserve the benefits and potential benefits of outstanding awards. Such actions may include, but are not limited to, adjustments to the aggregate number of shares available for issuance under the 2020 Plan, the annual per participant limits, the number and kind of shares subject to outstanding award, and the exercise price of any outstanding Options or SARs, as well as any other appropriate adjustments it deems necessary.

Amendment and Termination

              The Board is permitted, at any time, to amend or terminate the Plan, and the Board or the Committee is permitted, at any time, to amend any award outstanding thereunder, provided that no amendment or termination may, in the absence of written consent by the affected participant (or the

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participant's beneficiary if the participant is no longer living), materially and adversely affect the rights of any participant or beneficiary granted under the Plan prior to the date that the amendment is adopted by the Board, unless such amendment is made to comply with applicable law, or with tax, security exchange or accounting rules. The Board is permitted to so amend the Plan without further shareholder approval, except to the extent shareholder approval is required by law or regulation or under the rules of any securities exchange or quotation system on which shares of Stock are then listed or quoted. Thus, shareholder approval would not necessarily be required for every amendment to the Plan which might increase the cost of the Plan or alter the eligibility of persons to receive awards.

              The Plan would remain in effect as long as any award under it is outstanding. However, no awards is permitted to be granted under the Plan after the tenth anniversary of the date the Plan was approved by our shareholders.

Federal Income Tax Consequences of Awards

              The Plan would not be qualified under the provisions of section 401(a) of the Code and would not be subject to any of the provisions of the Employee Retirement Income Security Act of 1974, as amended.

Nonqualified Stock Options

              A non-qualified stock option results in no taxable income to the participant or deduction to the Company at the time it is granted. A participant exercising a non-qualified stock option will, at that time, realize taxable income (subject to withholding and employment taxes) in the amount equal to the excess, if any, of the then fair market value of the shares over the option exercise price. Subject to the applicable provisions of the IRC, the Company will be entitled to a deduction for federal income tax purposes in the year of exercise in an amount equal to the taxable income realized by the participant. The participant's tax basis in shares received upon exercise is equal to the sum of the option exercise price plus the taxable income recognized by him or her upon exercise.

              Any gain (or loss) upon subsequent disposition of the shares will be a long- or short-term capital gain (or loss) to the participant, depending upon the holding period of the shares. If a non-qualified option is exercised by tendering previously owned shares in payment of the option price, then, instead of the treatment described above, the following will apply: a number of new shares equal to the number of previously owned shares tendered will be considered to have been received in a tax-free exchange; the participant's basis and holding period for such number of new shares will be equal to the basis and holding period of the previously owned shares exchanged. The participant will have taxable income equal to the fair market value on the date of exercise of the number of new shares received in excess of such number of exchanged shares; the participant's basis in such excess shares will be equal to the amount of such taxable income, and the holding period in such shares will begin on the date of exercise.

Incentive Stock Options

              An incentive stock option results in no taxable income to the participant or a deduction to the Company at the time it is granted or exercised. However, upon exercise, the excess of the fair market value of the shares acquired over the option exercise price is an item of adjustment in computing the alternative minimum taxable income of the participant, if applicable. If the participant holds the stock received as a result of an exercise of an incentive stock option until the later of two years from the date of the grant and one year from the date of exercise, then the gain realized on disposition of the shares is treated as a long-term capital gain. If the shares are disposed of during this period, however (i.e., a "disqualifying disposition"), then the participant will realize taxable income for the year of the

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disposition in an amount equal to the excess, if any, of the fair market value of the shares, upon exercise of the option over the option exercise price (or, if less, the excess of the amount realized upon disposition of the shares over the option exercise price). Any additional gain or loss recognized upon the disposition will be recognized as a capital gain or loss by the participant. In the event of a disqualifying disposition, the Company will generally be entitled to a deduction, in the year of such a disposition, in an amount equal to the taxable income realized by the participant. The participant's tax basis in the shares acquired upon exercise of an incentive stock option is equal to the option exercise price paid, plus any amount includible in his or her income as a result of a disqualifying disposition.

Stock Awards

              Generally, if a participant receives a stock award under the Plan, the participant would recognize ordinary compensation income at the time the stock is received equal to the excess, if any, of the fair market value of the stock received over any amount the participant paid in exchange for the stock. If, however, the stock is not vested when it is received under the Plan (for example, if the participant is required to work for a period of time in order to have the right to sell the stock), the participant generally would not recognize income until the stock becomes vested, at which time the participant would recognize ordinary compensation income equal to the excess, if any, of the fair market value of the stock on the date it becomes vested over any amount the participant paid in exchange for the stock. The participant may, however, file an election with the Internal Revenue Service, within 30 days of the participant's receipt of the stock award, to recognize ordinary compensation income, as of the date the participant received the stock award, equal to the excess, if any, of the fair market value of the stock on the date the other stock award is granted over any amount the participant paid in exchange for the stock. If the participant is an employee of the Company, the ordinary compensation income the participant recognizes is subject to federal and state income and employment tax withholding.

Stock Appreciation Rights

              Generally, the recipient of a stand-alone SAR will not recognize taxable income at the time the stand-alone SAR is granted. The value received by an employee (in cash or stock) from the exercise or settlement of a SAR will be taxed as ordinary income to the employee in the year of exercise or settlement. In general, there will be no federal income tax deduction allowed to the Company upon the grant or termination of SARs. However, upon the exercise or settlement of a SAR, the Company will be entitled to a deduction equal to the amount of ordinary income the recipient is required to recognize as a result of the exercise or settlement.

Cash Incentive Awards

              Cash incentive awards entitle the participant to receive a cash award and, upon payment of the cash award, the participant recognizes ordinary income equal to the cash award. Generally, the Company would be entitled to a deduction for Federal income tax purposes equal to the amount of ordinary income taxable to the participant.

Section 162(m) Limitations

              Section 162(m) of the Code generally limits a public company's federal income tax deduction for compensation paid to "covered employees" (in general, the CEO, the CFO, and the three other most highly compensated executive officers for any year beginning with fiscal year 2017) in each fiscal year to $1 million. Thus, certain compensation, including compensation attributable to awards granted under the 2020 Plan, paid by the Company to any NEO (and to any person who was a named executive

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officer for any year beginning with fiscal year 2017) may be nondeductible to the Company due to the application of Section 162(m) of the Code.

Section 409A

              If any award constitutes a "nonqualified deferred compensation plan" under Section 409A of the Code (a "Section 409A Plan"), then the award is subject to certain additional requirements discussed in the Plan, if and to the extent required to comply with Section 409A of the Code. Any award agreement for any award that the Committee believes may constitute a Section 409A Plan, and the provisions of the Plan applicable to that award, is construed in a manner consistent with the applicable requirements of Section 409A, and the Committee, in its sole discretion and without the participant's consent, may amend any award agreement (and the provisions of the Plan applicable thereto) if and to the extent that the Committee determines that such amendment is necessary or appropriate to comply with the requirements of Section 409A of the Code. In the event of a Change of Control, any outstanding awards that constitute deferred compensation is paid in accordance with Section 409A of the Code. If any award agreement or award is deemed not to comply with Section 409A of the Code, then neither the Company, the Committee nor its or their designees or agents is liable to any participant or other person for actions, decisions or determinations made in good faith.

Importance of Consulting Tax Adviser

              The information set forth above is a summary only and does not purport to be complete. It is for general information only and is not intended or written to be used as tax advice. It is based on the U.S. federal income tax laws currently in effect and does not address state, local or foreign tax consequences. This summary also does not purport to deal with all material aspects of U.S. federal taxation that may be relevant to a participant's personal investment circumstances and does not discuss the tax consequences of those participants who are subject to special treatment under any country's income tax laws. Participants are strongly urged to consult with their tax advisor regarding the specific tax consequences (including the federal, state, local and foreign tax consequences) that may affect participants in the Plan and of potential changes in applicable tax laws.

New Plan Benefits Table

              A new plan benefits table for the Plan and the benefits or amounts that would have been received by or allocated to certain participants for the last completed fiscal year under the Plan if the Plan was then in effect, as described in the federal proxy rules, is not provided because all awards made under the Plan will be made at the Board's or Committee's discretion, as applicable. Therefore, the benefits and amounts that would be received or allocated under the Plan are not determinable at this time. However, please refer to the Summary Compensation Table, which includes certain information regarding awards granted to our NEOs during the fiscal year ended December 31, 2019. Equity grants to our non-employee directors are described under "Director Compensation".

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IX.         SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information with respect to the beneficial ownership of our common stock, as of March 30, 2020April 17, 2023 (the "Reporting Date"“Reporting Date”), by (i) each person known to us to beneficially own more than 5% of our outstanding common stock; (ii) our named executive officers for the fiscal year ended December 31, 2019;2022; (iii) each director and nominee for director and (iv) all of theour current executive officers and directors as a group. Except as shown in the table, no other person is known by us to beneficially own more than 5% of our outstanding common stock.

Name of Beneficial Owner(1)		Number of Shares of Common Stock Beneficially Owned(2)		Percent(2)
Holding more than 5%
BlackRock, Inc.(3)		7,740,753		11.8%
The Vanguard Group, Inc.(4)		6,021,926		9.2%
Dimensional Fund Advisors LP(5)		5,367,158		8.2%
Named executive officers and directors:
Michael J. Kasbar(6)		719,820		1.1%
Ira M. Birns(7)		78,259		*
Jeffrey P. Smith(8)		5,905		*
Michael J. Crosby(9)		42,530		*
John P. Rau(10)		57,118		*
Ken Bakshi(11)		53,180		*
Jorge L. Benitez(12)		29,589		*
Sharda Cherwoo(13)		1,590
Stephen Gold(14)		15,487		*
Richard A. Kassar(15)		53,697		*
John L. Manley(16)		35,028		*
Stephen K. Roddenberry(17)		91,579		*
Paul H. Stebbins(18)		395,993		*
All executive officers and directors as a group (14 persons)(19)		1,612,438		2.5%

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*

Less than one percent.

(1)

Name of Beneficial Owner(1)		Number of Shares of Common Stock Beneficially Owned(2)		Percent(2)
Holding more than 5%
BlackRock, Inc.(3)		11,956,112		19.2	%
The Vanguard Group, Inc.(4)		7,046,588		11.3	%
Dimensional Fund Advisors LP(5)		4,298,233		6.9	%
State Street Corporation(6)		3,318,518		5.3	%
Named executive officers and directors:
Michael J. Kasbar(7)		880,990		1.4	%
Ira M. Birns(8)		125,550		*
Jeffrey P. Smith(9)		76,021		*
Michael J. Crosby(10)		5,708		*
John P. Rau(11)		67,635		*
Ken Bakshi(12)		43,724		*
Jorge L. Benitez(13)		39,741		*
Sharda Cherwoo(14)		20,542		*
Richard A. Kassar(15)		72,649		*
John L. Manley(16)		49,971		*
Stephen K. Roddenberry(17)		111,313		*
Jill B. Smart(18)		10,826		*
Paul H. Stebbins(19)		209,201		*
All current executive officers and directors as a group (11 persons)(20)		1,632,142		2.6	%

*	Less than one percent.
(1)	Unless otherwise indicated, the address of each of the beneficial owners identified is c/o World Fuel Services Corporation, 9800 Northwest 41st Street, Miami, Florida 33178.
(2)	The number and percentage of shares beneficially owned by each person has been determined in accordance with Rule 13d-3 of the Exchange Act and the information is not necessarily indicative of beneficial ownership for any other purpose. Accordingly, in determining the percentage of shares beneficially owned by each person, shares that may be acquired by such person within 60 days of the Reporting Date are deemed outstanding for purposes of determining the total number of outstanding shares for such person and are not deemed outstanding for such purpose for any other person. Unless otherwise indicated in the footnotes or table, each person or entity has sole voting and dispositive power with respect to the shares shown as beneficially owned. The number of shares of common stock that could be obtained on exercise of SSARs is calculated by (a) multiplying the number of outstanding SSARs which can be exercised within 60 days of the Reporting Date, by the difference between the closing price of $25.79 for our common stock on the Reporting Date and the SSAR exercise price and (b) dividing such number by $25.79. The percentages shown are based on 62,129,131 shares of common stock issued and outstanding on the Reporting Date.
(3)	Based on information contained in a Schedule 13G/A, as filed with the SEC on January 24, 2023, by BlackRock, Inc., 55 East 52nd Street, New York, NY 10055. The Schedule 13G/A indicates that BlackRock, Inc. is the beneficial owner of 11,956,112 shares of our outstanding common stock, of which they hold sole voting power with respect to 11,598,059 shares and sole dispositive power with respect to all of the beneficially owned shares.

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(4)	Based on information contained in a Schedule 13G/A filed with the SEC on February 9, 2023, by The Vanguard Group, Inc., 100 Vanguard Blvd., Malvern, PA 19355. The Schedule 13G/A indicates that The Vanguard Group, Inc. holds sole voting power with respect to none of the shares, shared voting power with respect to 42,915 shares, sole dispositive power with respect to 6,949,509 shares and shared dispositive power with respect to 97,079 shares.
(5)	Based on information contained in a Schedule 13G/A, as filed with the SEC on February 10, 2023 by Dimensional Fund Advisors LP, 6300 Bee Cave Road, Building One, Austin, TX 78746. The Schedule 13G/A indicates that Dimensional Fund Advisors LP has sole voting power with respect to 4,233,222 shares and sole dispositive power with respect to all of the beneficially owned shares.
(6)	Based on information contained in a Schedule 13G, as filed with the SEC on February 7, 2023, by State Street Corporation, State Street Financial Center, One Lincoln Street, Boston, MA 02111. The Schedule 13G indicates that State Street Corporation has sole voting power with respect to none of the shares, shared voting power with respect to 3,168,717 of the shares, sole dispositive power with respect to none of the shares and shared dispositive power with respect to 3,318,518 of the shares.
(7)	This amount includes 1,340 shares of common stock that are indirectly held by Mr. Kasbar’s spouse. This amount includes 13,527 shares of common stock issuable pursuant to the settlement of SSARs that are exercisable within 60 days of the Reporting Date. This amount excludes 180,811 RSUs that have not yet vested. Pursuant to the terms of the agreements governing these equity awards, Mr. Kasbar has contractually agreed not to exercise any voting rights with respect to the shares prior to vesting. This amount also includes 403,784 shares that were pledged as collateral for a personal loan.
(8)	This amount excludes 60,192 RSUs that have not yet vested. Pursuant to the terms of the agreements governing these equity awards, Mr. Birns has contractually agreed not to exercise any voting rights with respect to the shares prior to vesting.
(9)	This amount excludes 20,618 RSUs that have not yet vested. Pursuant to the terms of the agreements governing these equity awards, Mr. Smith has contractually agreed not to exercise any voting rights with respect to the shares prior to vesting.
(10)	The amount reported as beneficially owned by Mr. Crosby is based solely on information contained in the last Form 4 filed by Mr. Crosby with the SEC prior to the cessation of his employment, adjusted to give effect to subsequent transactions of which we are aware in connection with employment-related equity awards.
(11)	This amount excludes 51,146 RSUs that have not yet vested. Pursuant to the terms of the agreements governing these equity awards, Mr. Rau has contractually agreed not to exercise any voting rights with respect to the shares prior to vesting.
(12)	This amount includes 38,654 shares of common stock issuable pursuant to the settlement of RSUs and deferred stock units that are vested or will vest within 60 days of the Reporting Date. Upon settlement, 8,146 shares will be delivered to Mr. Bakshi in May 2023 and 30,508 shares will be delivered upon his departure from the Board.
(13)	This amount includes 8,146 shares of common stock issuable pursuant to the settlement of RSUs that are vested or will vest within 60 days of the Reporting Date. Upon settlement of the RSUs, the shares will be delivered to Mr. Benitez in May 2023.
(14)	This amount includes 7,310 shares of common stock issuable pursuant to the settlement of RSUs that are vested or will vest within 60 days of the Reporting Date. Upon settlement of the RSUs, the shares will be delivered to Ms. Cherwoo in May 2023.
(15)	This amount includes 23,989 shares of common stock issuable pursuant to the settlement of RSUs that are vested or will vest within 60 days of the Reporting Date. Upon settlement of the RSUs, 7,310 shares will be delivered to Mr. Kassar in May 2023 and 16,679 shares will be delivered upon his departure from the Board.
(16)	This amount includes 9,686 shares of common stock issuable pursuant to the settlement of RSUs that are vested or will vest within 60 days of the Reporting Date. Upon settlement of the RSUs, 7,937 shares will be delivered to Mr. Manley in May 2023 and 1,749 shares will be delivered upon his departure from the Board.
(17)	This amount includes 24,407 shares of common stock issuable pursuant to the settlement of RSUs that are vested or will vest within 60 days of the Reporting Date. Upon settlement of the RSUs, 7,728 shares will be delivered to Mr. Roddenberry in May 2023 and 16,679 shares will be delivered upon his departure from the Board.
(18)	This amount represents 7,310 shares of common stock issuable pursuant to the settlement of RSUs that are vested or will vest within 60 days of the Reporting Date. Upon settlement of the RSUs, the shares will be delivered to Ms. Smart in May 2023.
(19)	This amount includes 6,893 shares of common stock issuable pursuant to the settlement of RSUs that are vested or will vest within 60 days of the Reporting Date. Upon settlement of the RSUs, the shares will be delivered to Mr. Stebbins in May 2023. 167,701 of the shares of common stock beneficially owned by Mr. Stebbins are held by an irrevocable trust, for which Mr. Stebbins serves as trustee.
(20)	This amount includes an aggregate of 139,922 shares issuable pursuant to RSUs, SSARs and deferred stock units that vested, will vest, or are exercisable within 60 days of the Reporting Date.

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Equity Compensation Plan Information

As of December 31, 2022, we had equity awards outstanding under our 2021 Plan and its predecessor equity plans. Only our 2021 Plan is authorized for future issuance of equity awards.

		Equity Compensation Plan Information as of December 31, 2022
		(in millions, except exercise price)
		Number of Securities to be Issued Upon Exercise of Outstanding Options, SSARs, Warrants and Rights(1)		Weighted Average Exercise Price of Outstanding Options, SSARs, Warrants and Rights(2)			Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in column (a))
		(a)		(b)			(c)
Equity compensation plans approved by security holders		2.99		$	4.08		2.7
Equity compensation plans not approved by security holders		—			—		—
Total		2.99		$	4.08		2.7

(1)

Included in the number of securities in column (a) is (i) 2.98 million shares of Stock to be issued upon vesting of RSUs, which have no exercise price, and (ii) 0.01 million shares of Stock to issuable upon settlement of exercisable in-the-money SSARs. The number of shares of Stock issuable upon settlement of exercisable in-the-money SSARs is calculated using the closing price of our Stock on December 30, 2022 of $27.33. As of December 31, 2022, there were 0.55 million outstanding SSARs.

(2)

Reflects the weighted average exercise price all of outstanding RSUs, which have no exercise price, and SSARs. The weighted average exercise price of SSARs only is $26.35.

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Other Compensation Matters

CEO Pay Ratio

As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the median annual total compensation of our employees and the annual total compensation of our Chief Executive Officer, Michael J. Kasbar.

As of December 31, 2022, our employee population consisted of approximately 5,200 individuals working at the Company and our subsidiaries, of which approximately half were located in the U.S. We selected December 31, 2022, the last day of our fiscal year, as the determination date for identifying the median employee.

We identified the median employee by calculating the amount of annual total cash compensation (salary plus bonus, commissions, and the portion of long-term cash awards paid in 2022) paid to all of our employees globally (other than our CEO). We did not make any cost-of-living or other adjustments in identifying the median employee. Accordingly, the median employee in 2022 was a full-time, salaried employee in the U.S.

Once we confirmed our 2022 median employee, we then calculated the 2022 annual total compensation for such employee in accordance with the requirements of the executive compensation rules for the Summary Compensation Table (Item 402(c)(2)(x) of Regulation S-K). Under this calculation, the median employee’s annual total compensation in 2022 was approximately $63,557. With respect to the annual total compensation of our CEO, we used the amount reported in the “Total” column of the Summary Compensation Table included in this proxy statement. The resulting ratio of the annual total compensation of our CEO to the annual total compensation of the median employee was 240 to 1.

Pay vs Performance

As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive “Compensation Actually Paid” (or “CAP”), as defined by SEC rules, and certain of our financial performance metrics. For further information concerning our variable pay-for-performance philosophy and how we align executive compensation with our performance, refer to the “Compensation Discussion and Analysis” section of this proxy statement.

Year (a)		Summary Compensation Table Total for PEO (b)			Compensation Actually Paid to PEO (c)				Average Summary Compensation Table Total Non-PEO NEOs (d)			Average Compensation Actually Paid to Non-PEO NEOs (e)				Value of Initial $100 Investment on 12/31/2019 Based On:						Net Income ($M) (h)			Adj. EBITDA ($M) (i)
																Company Total Shareholder Return (f)			Peer Group Total Shareholder Return (g)
2022		$	15,272,338			$14,196,826			$	3,722,299			$3,112,615			$	66.22		$	169.96		$	114.10		$	380.30
2021		$	5,141,566			$4,046,678			$	1,797,915			$1,687,476			$	62.87		$	102.56		$	73.70		$	241.30
2020		$	6,514,957			($7,068,994	)		$	2,134,192			($3,412,451	)		$	72.87		$	66.32		$	109.60		$	261.40

Column (b). Reflects compensation amounts reported in the “Summary Compensation Table” or “SCT” for our CEO, Michael J. Kasbar, for the respective years shown.

Column (c). CAP for our CEO in each of 2022, 2021 and 2020 reflects the respective amounts set forth in column (b), adjusted as set forth in the table below, as determined in accordance with SEC rules. The dollar amounts reflected in column (c) do not reflect the actual amount of compensation earned by or paid to our CEO during the applicable year. For information regarding decisions made by our Compensation Committee with respect to the CEO’s compensation for each fiscal year, please see the “Compensation Discussion and Analysis” section of this proxy statement and the proxy statements for the 2022 and 2021 annual meetings of shareholders.

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Year		2022			2021			2020
CEO		Mr. Kasbar			Mr. Kasbar			Mr. Kasbar
Total Compensation as reported in Summary Compensation Table (SCT) ($)		15,272,338			5,141,566			6,514,957
Less: Above market earnings on deferred compensation included in SCT ($)		(3,497	)		(2,706	)		(5,146	)
Fair value of equity awards granted during current fiscal year ($)		(11,560,815	)		(3,100,053	)		(4,532,078	)
Plus: Above market earnings on deferred compensation during current fiscal year ($)		3,497			2,706			5,146
Fair value of equity awards granted during current fiscal year—value at end of current fiscal year ($)		11,996,540			2,152,321			4,541,174
Change in fair value from prior fiscal year end to current fiscal year end of outstanding and unvested equity awards granted in prior fiscal years ($)		(1,187,768	)		(1,246,494	)		(11,159,476	)
Fair value at vesting of equity awards granted during current fiscal year that vested during current fiscal year ($)		0			0			0
Change in fair value from prior fiscal year end to vesting date for equity awards granted in prior fiscal years that vested during current fiscal year ($)		(323,469	)		1,099,338			(2,433,571	)
Less: Fair value as of prior fiscal year end of equity awards granted in prior fiscal years that were forfeited during current fiscal year ($)		0			0			0
Compensation Actually Paid ($)		14,196,826			4,046,678			(7,068,994	)

Equity Valuations: For performance restricted stock unit awards, the grant date fair value of awards used for SCT calculations assumes target performance. To determine the year-end fair values used in the CAP calculations, we have updated the performance expectations to reflect the latest performance estimates for unvested and outstanding awards at each fiscal year-end date.

Column (d). The following non-CEO named executive officers are included in the average figures shown for each of 2022, 2021 and 2020: Ira M. Birns, John P. Rau, Jeffrey P. Smith and Michael J. Crosby.

Column (e). Average CAP for our non-CEO NEOs in each of 2022, 2021 and 2020 reflects the respective amounts set forth in column (d), adjusted as set forth in the table below, as determined in accordance with SEC rules. The dollar amounts reflected in column (e) do not reflect the actual amount of compensation earned by or paid to our non-CEO NEOs during the applicable year. For information regarding the decisions made by our Compensation Committee with respect to the non-CEO NEOs’ compensation for each fiscal year, please see the “Compensation Discussion and Analysis” section of this proxy statement and the proxy statements for the 2022 and 2021 annual meetings of shareholders.

Year		2022			2021			2020
Non-CEO NEOs		See Column (d) note above.
Total Compensation as reported in Summary Compensation Table (SCT)		3,722,299			1,797,915			2,134,192
Fair value of equity awards granted during current fiscal year ($)		(2,466,782	)		(685,051	)		(1,091,209	)
Fair value of equity awards granted during current fiscal year—value at end of current fiscal year ($)		2,239,264			459,667			823,037
Change in fair value from prior fiscal year end to current fiscal year end of outstanding and unvested equity awards granted in prior fiscal years ($)		(250,606	)		(120,417	)		(4,737,137	)
Fair value at vesting of equity awards granted during current fiscal year that vested during current fiscal year ($)		0			0			0
Change in fair value from prior fiscal year end to vesting date for equity awards granted in prior fiscal years that vested during current fiscal year ($)		(11,460	)		235,362			(541,334	)
Less: Fair value as of prior fiscal year end of equity awards granted in prior fiscal years that were forfeited during current fiscal year ($)		(120,100	)		0			0
Compensation Actually Paid		3,112,615			1,687,476			(3,412,451	)

Equity Valuations: For performance restricted stock unit awards, the grant date fair value of awards used for SCT calculations assumes target performance. To determine the year-end fair values used in the CAP calculations, we have updated the performance expectations to reflect the latest performance estimates for unvested and outstanding awards at each fiscal year-end date.

Column (f). For the relevant fiscal year, represents the cumulative total shareholder return (TSR) of World Fuel Services for the measurement periods ending on December 31 of each of 2022, 2021 and 2020, respectively.

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Column (g). For the relevant fiscal year, represents the cumulative TSR of the S&P 500 Energy Index for the measurement periods ending on December 31 of each of 2022, 2021 and 2020, respectively.

Column (h). Reflects “Net Income” in our consolidated income statements included in our Annual Reports on Form 10-K for each of the years ended December 31, 2022, 2021 and 2020.

Column (i). Company-selected Measure is Adjusted EBITDA, which is described below.

Relationship between Pay and Performance

The graphs below reflect the relationship of CAP to our CEO and other NEOs in 2020, 2021 and 2022 as compared to World Fuel Services’ TSR, net income and Adjusted EBITDA.

CAP, as required under the SEC rules, reflects adjusted values to unvested and vested equity awards during the years shown in the tables above based on year-end stock prices, various accounting valuation assumptions, and projected performance modifiers but does not reflect actual amounts paid out for those awards. CAP generally fluctuates due to stock price achievement and varying levels of projected and actual achievement of performance goals. In 2020, CAP for both our CEO and the average of other NEOs is a negative number, reflecting the impact of the change in our stock price between December 31, 2019 and December 31, 2020 because of the significant portion of our executives’ compensation tied to equity with fair values based in part on stock price. For a discussion of how our Compensation Committee assessed our performance and our named executive officers’ pay each year, see “Compensation Discussion and Analysis” in this proxy statement and in the proxy statements for the 2022 and 2021 annual meetings of shareholders.

COMPENSATION ACTUALLY PAID VS. TOTAL SHAREHOLDER RETURN

COMPENSATION ACTUALLY PAID VS. NET INCOME

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COMPENSATION ACTUALLY PAID VS. ADJ. EBITDA

Listed below are the financial measures which in our assessment represent the most important financial performance measures we used in 2022 to link CAP to our NEOs to the company’s performance.

Measure	Explanation
Adjusted EPS	Adjusted diluted earnings per common share is a non-GAAP financial measure computed by dividing adjusted net income attributable to World Fuel and available to common shareholders by the sum of the weighted average number of shares of common stock, stock units, restricted stock entitled to dividends not subject to forfeiture and vested restricted stock units outstanding during the period and the number of additional shares of common stock that would have been outstanding if our outstanding potentially dilutive securities had been issued.
Return on Invested Capital	Return on Invested Capital (ROIC) is a non-GAAP financial measure defined as Adjusted EBITDA less maintenance capital expenditures and corporate capital expenditures and cash taxes, divided by gross property, plant and equipment, intangible assets and goodwill (excluding the impact of recording deferred tax adjustments related to valuation).
Adjusted EBITDA	Adjusted EBITDA is a non-GAAP financial measure defined as net income (loss) excluding the impact of interest, income taxes, and depreciation and amortization, in addition to acquisition and divestiture related expenses, restructuring charges, impairments, gains or losses on sale of businesses, integration costs, and non-operating legal settlements.
Absolute TSR	World Fuel Services’ TSR performance over a three-year period.

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Questions and Answers About Voting

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 five proposals. Our Board recommendation for each of these proposals is set forth below:

PROPOSAL		BOARD RECOMMENDATION
1.	To approve an amendment to our Articles of Incorporation, as amended, to change our name to "World Kinect Corporation".	“FOR”
2.	To elect nine directors each for a term expiring at the next annual meeting or until his or her successor has been duly elected and qualified.	“FOR” each Director Nominee
3.	To approve, on an advisory basis, the compensation of our named executive officers.	“FOR”
4.	To approve, on an advisory basis, the frequency of future advisory votes on the compensation of our named executive officers.	For the Option of “EVERY 1 YEAR”
5.	To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered certified public accounting firm for the 2023 fiscal year.	“FOR”

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 April 17, 2023, 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, 62,129,131 shares of our common stock were issued and outstanding. 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. Holders of our common stock have no cumulative voting rights.

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, EQ 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 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 by attendance 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 entitled to vote for the purpose of determining the presence or absence of a quorum.

What is the effect of “broker non-votes” or abstentions?

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 the 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. If other non-routine matters are properly brought before the Annual Meeting, 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.

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Questions and Answers About Voting

The table below sets forth, for each proposal on the ballot, whether a broker can exercise discretion and vote your shares absent your instructions and the impact of broker non-votes and abstentions.

Proposal			Can Brokers Vote Absent Instructions?		Impact of Broker Non-Vote		Impact of Abstentions
1.	Amendment to Articles – Approving Name Change		Yes		N/A		Against
2.	Election of Directors		No		None		None
3.	Advisory Vote on Executive Compensation		No		None		None
4.	Advisory Vote on Frequency of Future Advisory Votes on Executive Compensation		No		None		None
5.	Ratification of PWC as Independent Registered Certified Public Accounting Firm		Yes		N/A		None

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 is the effect of "broker non-votes" or abstentions?") 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 vote 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, you 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 16-digit control number included on your proxy card, voter instruction form or Notice.
●	To vote by telephone, dial the number listed on your proxy card, your voter instruction form or Notice. You will need the 16-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 prior to the Annual Meeting. To ensure that your vote is counted, please remember to submit your vote by 11:59 p.m. Eastern Time on June 14, 2023.

To Vote at the Annual Meeting:

If your shares are registered in your name, you must use the 16-digit control number on your proxy card, voting instruction form, or Notice of Internet Availability of Proxy Materials in order to log in and complete your ballot electronically when prompted during the Annual Meeting.

If you hold your shares in “street name,” you will need to obtain the 16-digit control number assigned to your holdings with your bank, broker or other nominee and enter it when prompted by the website hosting the Annual Meeting to vote the shares that are held for your benefit.

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.

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Questions and Answers About Voting

What vote is required for the proposals?

Proposal			Required Vote
1.	Amendment to Articles – Approving Name Change		Majority of the shares outstanding
2.	Election of Directors		Plurality of the votes cast
3.	Advisory vote on Executive Compensation		Majority of the votes cast
4.	Advisory vote on the Frequency of Future Advisory Votes on Executive Compensation		The frequency (every one, two, or three years) receiving the highest number of votes will be deemed to be the choice of our shareholders.
5.	Ratification of PWC as Independent Registered Certified Public Accounting Firm		Majority of the votes cast

What is the effect of the advisory vote on Proposal 3 and Proposal 4?

Proposals 3 and 4 are advisory votes. This means that while we ask shareholders to approve the resolutions regarding the advisory vote on executive compensation and the frequency of future advisory votes on executive compensation, these are not actions that require shareholder approval. If a majority of votes are cast “FOR” the advisory vote on executive compensation, we will consider the proposal to be approved. For the vote on the frequency of future advisory votes on executive compensation, if none of the options receive a majority vote, we will consider that the shareholders have recommended whichever option (one, two or three year) that receives the greatest number of votes cast. Although the vote on Proposals 3 and 4 are non-binding, our Board and the Compensation Committee will review the result of each vote and take it into account in making determinations concerning executive compensation.

How will my proxy holder vote?

The enclosed proxy designates Michael J. Kasbar, our Chairman and Amy Q. Avalos, our Corporate Secretary to hold your proxy and vote your shares. Mr. Kasbar and Ms. Avalos 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. Mr. Kasbar and Ms. Avalos intend to vote returned proxies that are properly executed by the record holder but that otherwise do not contain voting instructions as follows: “FOR” Proposals 1, 2, 3 and 5, and for the option of “1 YEAR” for Proposal 4.

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 revoke 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 during 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 a duly executed revocation of proxy with our Corporate Secretary, (ii) properly submitting, either by telephone, mail or Internet, a proxy to our Corporate Secretary bearing a later date or (iii) attending the Annual Meeting and voting when prompted during the meeting. Attendance at the meeting will not itself constitute revocation of a proxy.

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 a 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, trustee, agent or other record holder indicating that you beneficially owned shares of our common stock on April 17, 2023 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.

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.

(2)

The number and percentage of shares beneficially owned by each person has been determined in accordance with Rule 13d-3 of the Exchange Act and the information is not necessarily indicative of beneficial ownership for any other purpose. Accordingly, in determining the percentage of shares beneficially owned by each person, shares that may be acquired by such person within 60 days of the Reporting Date are deemed outstanding for purposes of determining the total number of outstanding shares for such person and are not deemed outstanding for such purpose for any other person. Unless otherwise indicated in the footnotes or table, each person or entity has sole voting and investment power with respect to the shares shown as beneficially owned. The number of shares of common stock that could be obtained on exercise of SSARs is calculated by (a) multiplying the number of outstanding SSARs which can be exercised within 60 days of the Reporting Date, by the difference between the closing price of $23.65 for our common stock on the Reporting Date and the SSAR exercise price and (b) dividing such number by $23.65. The percentages shown are based on 65,504,262 shares of common stock issued and outstanding on the Reporting Date.

33178, Attention: Corporate Secretary, Telephone: (305) 428-8000.

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(3)

Based on a Schedule 13G/A, as filed with the SEC on February 4, 2020. BlackRock, Inc., 55 East 52nd Street, New York, NY 10055, a parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G) of the Exchange Act, is the beneficial owner of 7,740,753 shares of our outstanding common stock, of which they hold sole voting power with respect to 7,522,115 shares and sole investment power with respect to all of the beneficially owned shares.

(4)

Based on a Schedule 13G/A, as filed with the SEC on February 12, 2020. The Vanguard Group, Inc., 100 Vanguard Blvd., Malvern, PA 19355, an investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E) and two wholly owned subsidiaries, Vanguard Fiduciary Trust Company and Vanguard Investments Australia, Ltd., are the beneficial owners of 6,021,926 shares, 54,188 shares and 20,025 shares, respectively, of our outstanding common stock. The Vanguard Group, Inc. holds sole voting power with respect to 64,211 shares, shared voting power with respect to 10,002 shares, sole investment power with respect to 5,957,736 shares and shared investing power with respect to 64,190 shares beneficially owned.

(5)

Based on a Schedule 13G, as filed with the SEC on February 12, 2020. The Dimensional Fund Advisors LP, Building One, 6300 Bee Cave Road, Austin, TX 78746, an investment adviser in accordance with Rule 13d 1(b)(1)(ii)(E) serves as an investment manager or sub-adviser to investment companies, trusts and accounts, collectively referred to as the "Funds". In such role, Dimensional Fund Advisors LP or its subsidiaries may be deemed to be the beneficial owner of the shares held by the Funds. Dimensional Fund Advisors LP has sole voting power with respect to 5,278,515 shares and sole investment power with respect to all of the beneficially owned shares. Dimensional Fund Advisors LP disclaims beneficial ownership of such securities.

(6)

This amount includes 1,340 of the reported shares of common stock are indirectly held by Mr. Kasbar's spouse. This amount excludes 122,283 RSUs that have not yet vested. Pursuant to the terms of the agreements governing these equity awards, Mr. Kasbar has contractually agreed not to exercise any voting rights with respect to the shares prior to vesting. This amount also includes 403,784 shares that were pledged as collateral for a personal loan.

(7)

This amount excludes 48,222 RSUs that have not yet vested. Pursuant to the terms of the agreements governing these equity awards, Mr. Birns has contractually agreed not to exercise any voting rights with respect to the shares prior to vesting.

(8)

This amount excludes 103,329 RSUs that have not yet vested. Pursuant to the terms of the agreements governing these equity awards, Mr. Smith has contractually agreed not to exercise any voting rights with respect to the shares prior to vesting.

(9)

This amount includes 12,432 shares of common stock issuable pursuant to the settlement of RSUs that will vest within 60 days of the Reporting Date. This amount excludes 51,185 RSUs that have not yet vested. Pursuant to the terms of the agreements governing these equity awards, Mr. Crosby has contractually agreed not to exercise any voting rights with respect to the shares prior to vesting.

(10)

This amount includes 14,699 shares of common stock issuable pursuant to the settlement of RSUs that will vest within 60 days of the Reporting Date. This amount excludes 51,185 RSUs that have not yet vested. Pursuant to the terms of the agreements governing these equity awards, Mr. Rau has contractually agreed not to exercise any voting rights with respect to the shares prior to vesting.

(11)

This amount includes 37,405 shares of common stock issuable pursuant to the settlement of stock units and RSUs that are vested or will vest within 60 days of the Reporting Date. Upon

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settlement, 7,628 shares will be delivered to Mr. Bakshi in May 2020 and 29,777 shares will be delivered upon his departure from the Board.

(12)

This amount includes 7,628 shares of common stock issuable pursuant to the settlement of RSUs that are vested or will vest within 60 days of the Reporting Date. Upon settlement of the RSUs, the shares will be delivered to Mr. Benitez in May 2020.

(13)

This amount includes 1,590 shares of common stock issuable pursuant to the settlement of RSUs that are vested or will vest within 60 days of the Reporting Date. Upon settlement of the RSUs, the shares will be delivered to Ms. Cherwoo in May 2020.

(14)

This amount includes 6,687 shares of common stock issuable pursuant to the settlement of RSUs that are vested or will vest within 60 days of the Reporting Date. Upon settlement of the RSUs, the shares will be delivered to Mr. Gold in May 2020.

(15)

This amount includes 24,140 shares of common stock issuable pursuant to the settlement of RSUs that are vested or will vest within 60 days of the Reporting Date. Upon settlement of the RSUs, 7,461 shares will be delivered to Mr. Kassar in May 2020 and 16,679 shares will be delivered upon his departure from the Board.

(16)

This amount includes 9,377 shares of common stock issuable pursuant to the settlement of RSUs that are vested or will vest within 60 days of the Reporting Date. Upon settlement of the RSUs, 7,628 shares will be delivered to Mr. Manley in May 2020 and 1,749 shares will be delivered upon his departure from the Board.

(17)

This amount includes 24,307 shares of common stock issuable pursuant to the settlement of RSUs that are vested or will vest within 60 days of the Reporting Date. Upon settlement of the RSUs, 7,628 shares will be delivered to Mr. Roddenberry in May 2020 and 16,679 shares will be delivered upon his departure from the Board.

(18)

This amount includes 6,991 shares of common stock issuable pursuant to the settlement of RSUs that are vested or will vest within 60 days of the Reporting Date. Upon settlement of the RSUs, the shares will be delivered to Mr. Stebbins in May 2020. 233,664 of the shares of common stock beneficially owned by Mr. Stebbins are held by a revocable trust, for which Mr. Stebbins' spouse serves as trustee and 129,037 of the shares of common stock beneficially owned by Mr. Stebbins are held by a revocable trust, for which Mr. Stebbins serves as trustee.

(19)

This amount includes an aggregate of 146,189 shares issuable pursuant to RSUs that vested or will vest within 60 days after the Reporting Date.

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X.           OTHER MATTERS

Other Matters

Delinquent Section 16(a) Beneficial Ownership Reporting ComplianceReports

Section 16(a) of the Exchange Act requires our directors and certain officers, and persons who own more than 10% of our common stock, to file with the SEC reports of ownership and changes in ownership of our common stock and other equity securities. Based on a review of our records and certain written representations received from our executive officers and directors, we believe that all required filings during the year ended December 31, 20192022 were made on a timely basis, with the exception of a late Form 4 filing disclosing three transactions for Jose-Miguel Tejada that was filed one transaction for each of Messrs. Lake and Stebbins.day late due to administrative error.

Shareholder Proposals for the 20212023 Annual Meeting

Proposals for Inclusion in the Proxy Statement.The date by which shareholder proposals must be received by us for inclusion in proxy materials relating to the 20212024 annual meeting of shareholders, or the "2021“2024 Annual Meeting,"” is December 10, 2020.January 2, 2024. Upon receipt of any such proposal, we will determine whether or not to include such proposal in the proxy materials in accordance with SEC regulations governing the solicitation of proxies.

Proposals not Included in the Proxy Statement and Nominations for Director.Shareholder proposals not included in our proxy statement and shareholder nominations for director may be brought before an annual meeting of shareholders in accordance with the advance notice procedures described in our By-Laws. In general, notice must be received by the Corporate Secretary not less than 90 days nor more than 120 days prior to the anniversary date of the immediately preceding annual meeting (i.e., May 22, 2021)June 15, 2024) and must contain specified information concerning the matters to be brought before such meeting and concerning the shareholder proposing such matters. For the 20212024 Annual Meeting, the Corporate Secretary must receive notice of the proposal on or after the close of business on January 23, 2021February 16, 2024 and no later than the close of business on February 24, 2021.March 17, 2024. Shareholder proposals must be in proper written form and must meet the detailed disclosure requirements set forth in our By-Laws, including a description of the proposal, the relationship between the proposing shareholder and the underlying beneficial owner, if any, and such parties'parties’ stock holdings and derivative positions in our securities. If we hold the 20212024 Annual Meeting more than 30 days earlier or more than 60 days later than such anniversary date, we must receive your notice not earlier than the 120th day prior to such annual meeting and not later than the close of business on the later of the 90th day prior to such annual meeting or the 10th day following the day on which public announcement of the date of such meeting is first made.

Our By-Laws also require that shareholder proposals concerning nomination of directors provide additional disclosure, including information we deem appropriate to ascertain the nominee'snominee’s qualifications to serve on the Board, disclosure of compensation arrangements between the nominee, the nominating shareholder and the underlying beneficial owner, if any, and other information required to comply with the proxy rules and applicable law.

The specific requirements of these advance notice provisions are set forth in Article I, Sections 6 and 7 of our By-Laws, a copy of which is available upon request. In addition, the advance notice must also include the information required by Rule 14a-19(b)(2) and Rule 14a-19(b) (3). Such request and any shareholder proposals or director nominations should be sent to our Corporate Secretary at our principal executive offices.

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Other Matters

List of Shareholders Entitled to Vote at the
Annual Meeting

The names of shareholders of record entitled to vote at the Annual Meeting will be available at our corporate office for a period of 10 days prior to the Annual Meeting and continuing through the Annual Meeting.

Expenses Relating to this Proxy Solicitation

We will bear the cost of the solicitation of proxies from our shareholders, including preparing, printing and mailing the Notice and this proxy statement. In addition to solicitations by mail, our directors, officers and employees, and those of our subsidiaries and affiliates, may solicit proxies from shareholders by telephone or other electronic means or in person but will receive no additional compensation for soliciting such proxies. We will cause banks and brokerage firms and other custodians, nominees and fiduciaries to forward solicitation materials to the beneficial owners of our common stock held of record by such banks, brokerage firms, custodians, nominees and fiduciaries. We may reimburse such banks, brokerage firms, custodians, nominees and fiduciaries for their reasonable out-of-pocket expenses in doing so. We may also retain the services of a solicitor to assist in soliciting proxies and pay them a fee as well as other costs and expenses.

Communication with our Board

Any interested party can contact our Board, any Board committee, our presiding director, our lead independent director,Lead Independent Director, the non-management directors as a group or any individual director by (i) writing to any of them, c/o Corporate Secretary, at our principal office at 9800 Northwest 41st Street, Miami, Florida 33178, (ii) calling the WFS Anonymous Compliance Hotline at 1-888-549-0965 (US toll-free) or at any of the other country-specific toll-free numbers found at www.wfscompliance.com; or (iii) submitting a report or request online using the intake portal found at www.wfscompliance.com. Such communications may be submitted on an anonymous or confidential basis. Any relevant communications received from interested parties in the manner described above will be collected and organized by our Corporate Secretary and will be periodically, but in any event prior to each regularly-scheduled Board meeting, reported and/or delivered to the appropriate director or directors.

Available Information

We maintain an Internet website at www.wfscorp.com. Copies of the Committeecommittee charters of each of the Audit Committee, Compensation Committee, Governance Committee, Sustainability & Corporate Responsibility Committee and Technology & Operations Committee, together with other corporate governance materials, such as our Corporate Governance Principles and Code of Conduct, can be found under the Investor Relations—Corporate Governance section ofon our website located at www.wfscorp.com by clicking on Investor Relations and then Corporate Governance, and such information is also available in print to any shareholder who requests it by writing to our Corporate Secretary at the address below.

We will furnish without charge to each person whose proxy is being solicited, upon request of any such person, a copy of our 2019 annual report2022 Annual Report on Form 10-K as filed with the SEC, including the financial statements and schedules thereto. In addition, such report is available, free of charge, through theon our website at www.wfscorp.com by clicking on Investor Relations—Relations and then Corporate Governance section of our Internet website, located at www.wfscorp.com.Governance. You should direct a request for a copy of this report to World Fuel Services Corporation, 9800 Northwest 41st Street, Miami, Florida 33178, Attention: Corporate Secretary. We will forward you a copy of any exhibit to the 2019 annual report2022 Annual Report on Form 10-K when you send a written request to Investor Relations.

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Other Matters

Electronic Delivery

Pursuant to rules adopted by the SEC, we are furnishing our proxy materials to our shareholders over the Internet and providing a Notice of Internet Availability of Proxy Materials by mail instead of mailing a printed copy of our proxy materials, which include our proxy statement and annual report.Annual Report. This process has allowed us to expedite our shareholders'shareholders’ receipt of proxy materials, lower the costs of distribution and reduce the environmental impact of our Annual Meeting. All shareholders receiving the Notice will have the ability to access the proxy materials over the Internet and receive a paper copy of the proxy materials by mail at no charge upon request.

Householding

We have adopted a procedure approved by the SEC called "householding."“householding.” Under this procedure, shareholders of record who have the same address and last name will receive only one copy of our Notice, unless one or more of these shareholders notifies us that they wish to continue receiving individual copies. This procedure will reduce our printing costs and postage fees.

If you are eligible for householding, but you and other shareholders of record with whom you share an address currently receive multiple copies of the Notice, or if you hold stock in more than one account, and in either case you wish to receive only a single copy of the Notice for your household, please contact our transfer agent, EQ Shareowner Services (in writing: P.O. Box 64854, St. Paul, MN 55164-0854, or by telephone: (800) 468-9716 or (651) 450-4064).

If you participate in householding and wish to receive a separate copy of the Notice, or if you do not wish to participate in householding and prefer to receive separate copies of the Notice in the future, please contact EQ Shareowner Services as indicated above. Beneficial shareholders can request information about householding from their broker, bank, trustee, agent or other record holder.

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Annex A

WORLD FUEL SERVICES CORPORATION
2020 OMNIBUS PLAN

SECTION I
GENERAL
9800 NORTHWEST 41ST STREET
MIAMI, FL 33178
ATTN: CORPORATE SECRETARY

              1.1    Purpose.    The World Fuel Services Corporation 2020 Omnibus Plan (as may be amended from time to time, the "Plan") has been established by World Fuel Services Corporation (the "Company"), a Florida corporation, to: (a) attract and retain persons eligible to participate in the Plan; (b) motivate Participants, by means of appropriate incentives, to achieve long-range goals; (c) provide incentive compensation opportunities that are competitive with those of other similar companies; and (d) further align Participants' interests with those of the Company's other shareholders through compensation that is based on the Company's common stock; and thereby promote the long-term financial interest of the Company and the Subsidiaries, including the growth in value of the Company's equity and enhancement of long-term shareholder return.

              1.2    Participation.    Subject to the terms and conditions of the Plan, the Compensation Committee (the "Committee") of the Board of Directors (the "Board") of the Company shall determine and designate, from time to time, from among the Eligible Persons, those persons who will be granted one or more Awards under the Plan, and thereby become "Participants" in the Plan.

              1.3    Operation, Administration, and Definitions.    The operation and administration of the Plan, including the Awards made under the Plan, shall be subject to the provisions of Section IV (relating to operation and administration). Capitalized terms in the Plan shall be defined as set forth in the Plan (including the definition provisions of Section IX of the Plan).

SECTION II
OPTIONS AND SARS

2.1    Definitions.

              (a)   An "Option" is a right that entitles the Participant to purchase shares of Stock at an Exercise Price established by the Committee. Any Option granted under this Section II may be either an Incentive Stock Option or a Non-Qualified Stock Option, as determined in the discretion of the Committee. An "Incentive Stock Option" is an Option that is intended to satisfy the requirements applicable to an "incentive stock option" described in Section 422(b) of the Code. Only Employees of the Company or any Subsidiary shall be eligible to be awarded Incentive Stock Options under the Plan. A "Non-Qualified Stock Option" is an Option that is not intended to be an "incentive stock option" as that term is described in Section 422(b) of the Code.

              (b)   A "Stock Appreciation Right" or "SAR" is a right that entitles the Participant to receive, in cash or Stock (as determined in accordance with Section 4.7), value equal to (or otherwise based on) the excess of: (i) the Fair Market Value of a share of Stock at the time of exercise; over (ii) an Exercise Price established by the Committee.

              2.2    Exercise Price.    The "Exercise Price" of each share of Stock purchasable under an Option and each SAR shall be determined by the Committee, provided that such Exercise Price shall not be less than 100% of the Fair Market Value of a share of Stock on the date of grant of the Option or SAR and shall not, in any event, be less than the par value of a share of Stock on the date of grant of the Option or SAR. If an Eligible Person owns or is deemed to own (by reason of the attribution rules

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applicable under Section 424(d) of the Code) more than 10% of the combined voting power of all classes of stock of the Company (or any parent corporation or subsidiary corporation of the Company, as those terms are defined in Sections 424(e) and (f) of the Code, respectively) and an Incentive Stock Option is granted to such person, the Exercise Price of such Incentive Stock Option (to the extent required by the Code at the time of grant) shall be no less than 110% of the Fair Market Value of a share of Stock on the date that the Incentive Stock Option is granted.

              2.3    Exercise.    Each Option and SAR shall become exercisable in accordance with such terms and conditions and during such periods as may be established by the Committee, but in no event shall the Option or SAR remain exercisable after the seven-year anniversary of the date of grant.

              2.4    Payment of Option Exercise Price.    The payment of the Exercise Price of an Option granted under this Section II shall be subject to the following:

              (a)   Subject to the following provisions of this Section 2.4, the full Exercise Price for shares of Stock purchased upon the exercise of any Option shall be paid at the time of such exercise (except that, in the case of an exercise arrangement described in Section 2.4(c), payment may be made as soon as practicable after the exercise).

              (b)   The Exercise Price shall be payable in cash or, in the discretion of the Committee, either by tendering shares of Stock (by actual delivery of shares or by attestation), or by the withholding of shares of Stock that otherwise would have been delivered as a result of the exercise of the Option, in each case valued at Fair Market Value as of the day of exercise, or in any combination thereof, as determined by the Committee.

              (c)   The Committee may permit a Participant to elect to pay the Exercise Price upon the exercise of an Option by irrevocably authorizing a third party to sell shares of Stock (or a sufficient portion of the shares) acquired upon exercise of the Option and remit to the Company a sufficient portion of the sale proceeds to pay the entire Exercise Price and any tax withholding resulting from such exercise.

              2.5    Settlement of Award.    Settlement of Options and SARs is subject to Section 4.7.

SECTION III
OTHER AWARDS

              3.1    Definitions.

              (a)   A "Cash Incentive Award" is a grant of a right to receive a designated dollar value amount in cash that is not calculated by reference to the Fair Market Value of a share of Stock and is subject to a risk of forfeiture or other restrictions that will lapse upon the achievement of one or more goals relating to completion of service by the Participant, or achievement of performance or other objectives, as determined by the Committee.

              (b)   An "Other Stock-Based Award" is any Award other than an Option, SAR, Stock Unit Award, Restricted Stock Award or Restricted Stock Unit Award, that is denominated or payable in, valued in whole or in part by reference to, or otherwise based on or related to, shares of Stock (including without limitation any award of shares of Stock that is not subject to any vesting or other restrictions and any awards of shares of Stock in lieu of obligations to pay cash or deliver other property under the Plan or under any other plan or compensatory arrangements).

              (c)   A "Performance Compensation Award" is the grant of any Award designated by the Committee as a Performance Compensation Award pursuant to Section 3.3 that is contingent on the

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achievement of Performance Goals or other performance objectives as determined by the Committee, during a Performance Period.

              (d)   A "Restricted Stock Award" is a grant of shares of Stock with such shares of Stock subject to a risk of forfeiture or other restrictions that will lapse upon the achievement of one or more goals relating to completion of service by the Participant, or achievement of performance or other objectives, as determined by the Committee.

              (e)   A "Restricted Stock Unit Award" is the grant of a right to receive shares of Stock, cash, other securities or other Awards (as determined in accordance with Section 4.7) in the future, with such right to future delivery of such shares of Stock, cash, other securities or other Awards subject to a risk of forfeiture or other restrictions that will lapse upon the achievement of one or more goals relating to completion of service by the Participant, or achievement of performance or other objectives, as determined by the Committee.

              (f)    A "Stock Unit Award" is the grant of a right to receive shares of Stock in the future, which right is not subject to future vesting conditions.

              3.2    Restrictions on Awards.    Each Stock Unit Award, Performance Compensation Award, Restricted Stock Award, Restricted Stock Unit Award, Other Stock-Based Award and Cash Incentive Award shall be subject to such conditions, restrictions and contingencies as the Committee shall determine.

              3.3    Performance Compensation Awards.

              (a)   Subject to the provisions of Section 4.2(e)(ii) (relating to the limitations on the maximum amount of specified Awards), the Committee may designate any Award as a Performance Compensation Award, the grant or vesting of which is conditioned on the achievement of one or more "Performance Goals." The Committee may establish one or more of the following business criteria for the Company, on a consolidated basis, and/or for any Subsidiary, or for business or geographical units of the Company and/or any Subsidiary (except with respect to the shareholder return measures and earnings per share criteria), as the Performance Goals for such Performance Compensation Awards: (1) earnings per share or diluted earnings per share; (2) revenues or margins; (3) cash flow; (4) gross or net profitability/profit margins (including profitability of a product or service); (5) return measures (including return on net assets, investment, capital, equity, or sales); (6) economic value; enterprise value; (7) direct contribution; (8) net income; (9) pretax earnings; (10) earnings before interest and taxes; (11) earnings before interest, taxes, depreciation and amortization; (12) earnings after interest expense and before non-recurring or special items; (13) operating income; (14) income before interest income or expense, unusual items and income taxes, local, state, federal or foreign and excluding budgeted and actual bonuses which might be paid under any ongoing bonus plans of the Company; (15) working capital; (16) costs or expenses (including specified types or categories thereof); (17) identification and/or consummation of investment opportunities or completion of specified projects, including strategic mergers, acquisitions or divestitures; (18) shareholder return measures; share price; (19) debt reduction or borrowing levels; (20) improvements in capital structure; (21) sales or product volume; days sales outstanding; (22) market share (in the aggregate or by segment); (23) ratios (including operating, leverage, combined); (24) book, economic book or intrinsic book value (including book value per share); (25) entry into new markets, either geographically or by business unit; (26) customer retention and satisfaction; (27) safety and accident rates; (28) strategic plan development and implementation, including turnaround plans; (29) funds from operations; (30) any other financial or operational metric selected by the Committee; or (31) any other criteria as the Committee shall determine in its discretion.

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              (b)   Any of the above Performance Goals may be determined on an absolute or relative basis or as compared to the performance of a published or special index deemed applicable by the Committee including, but not limited to, the Standard & Poor's 500 Stock Index or a group of companies that are selected by the Committee. The Committee may adjust the impact of one or more events or occurrences as the Committee determines appropriate, including, without limitation, (i) acquisitions, divestitures, restructurings, discontinued operations, and other unusual or non-recurring charges or extraordinary items, (ii) an event either not directly related to the operations of the Company or any of its Affiliates, Subsidiaries, divisions, segments or operating units (to the extent applicable to such Performance Goal) or not within the reasonable control of the Company's management, including any macroeconomic or market-driven events or (iii) a change in accounting standards required by generally accepted accounting principles.

              (c)   No Participant shall receive any payment under the Plan that is subject to this Section 3.3 unless the Committee has certified, by resolution or other appropriate action in writing, that the Performance Goals and any other material terms previously established by the Committee, have been satisfied.

SECTION IV
OPERATION AND ADMINISTRATION

              4.1   Effective Date; Term of Plan. The Plan shall be effective as of the Effective Date and shall remain in effect as long as any Awards under it are outstanding; provided, however, that no Awards may be granted under the Plan after the tenth anniversary of the Effective Date.

              4.2    Shares Subject to Plan.    The shares of Stock for which Awards may be granted under the Plan shall be subject to the following:

              (a)   The shares of Stock with respect to which Awards may be made under the Plan shall be shares currently authorized but unissued or currently held or subsequently acquired by the Company as treasury shares, including shares purchased in the open market or in private transactions.

              (b)   Subject to the following provisions of this Section 4.2, the maximum number of shares of Stock that may be delivered to Participants and their beneficiaries under the Plan shall be equal to the sum of: (i) 1,550,000; plus (ii) any shares of Stock remaining available for future awards under a Prior Plan on the Effective Date; plus (iii) any shares of Stock with respect to Awards and Prior Plan Awards that are forfeited, canceled, expire unexercised, or are settled in cash following the Effective Date. Upon shareholder approval of the Plan, no further awards will be made under any Prior Plans.

              (c)   To the extent provided by the Committee, any Award may be settled in cash rather than Stock. Notwithstanding any provision of the Plan to the contrary, none of the following shares of Stock shall be available again for delivery under the Plan: (i) any shares of Stock with respect to Awards or Prior Plan Awards that are withheld or tendered (by actual delivery or by attestation) to the Company or not issued to the Participant, in either case, to satisfy the applicable tax withholding obligation or in payment of the exercise price of such Award or Prior Plan Award, or (ii) any shares of Stock repurchased by the Company on the open market with the proceeds of an Award or Prior Plan Award paid to the Company by or on behalf of the Participant.

              (d)   For the avoidance of doubt, the full number of shares of Stock with respect to an Award or Prior Plan Award originally granted (rather than the net number of shares of Stock actually delivered) shall count against the maximum number of shares of Stock available for delivery pursuant to Awards granted under the Plan. Upon exercise of a stock-settled SAR, each such stock-settled SAR originally granted shall be counted as one share of Stock against the maximum aggregate number of

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shares of Stock that may be delivered pursuant to Awards granted under the Plan as provided in Section 4.2(b), regardless of the number of shares of Stock actually delivered upon settlement of such stock-settled SAR.

              (e)   Subject to Section 4.2(f), the following additional maximums are imposed under the Plan.

                       (i)  The maximum number of shares of Stock that may be issued as a result of the exercise of Options intended to be Incentive Stock Options shall be 2,500,000.

                      (ii)  With respect to Awards that are designated as Performance Compensation Awards:

              (A)  in the case of such Awards that are settled in shares of Stock, no more than 600,000 shares of Stock may be subject to such Awards granted to any one Participant with respect to any one fiscal-year Performance Period (multiplied by the number of complete fiscal year Performance Periods (and fractions thereof) over which the Performance Goals are measured if based upon satisfaction of Performance Goals measured over a Performance Period of more than one fiscal year);

              (B)  in the case of such Awards that are settled in cash based on the Fair Market Value of a share of Stock, the maximum aggregate amount of cash that may be paid pursuant to such Awards granted to any one Participant with respect to any one fiscal-year Performance Period shall be equal to 600,000 shares of Stock multiplied by the per share Fair Market Value as of the relevant vesting, payment or settlement date (multiplied by the number of complete fiscal year Performance Periods (and fractions thereof) over which the Performance Goals are measured if based upon satisfaction of Performance Goals measured over a Performance Period of more than one fiscal year); and

              (C)  in the case of all such Awards other than those described in clauses (A) and (B), the maximum aggregate amount of cash and other property (valued at its Fair Market Value) other than shares of Stock that may be paid or delivered pursuant to such Awards granted to any one Participant in any one fiscal-year Performance Period shall be equal to $10,000,000 (multiplied by the number of complete fiscal year Performance Periods (and fractions thereof) over which the Performance Goals are measured if based upon satisfaction of Performance Goals measured over a Performance Period of more than one fiscal year).

                    (iii)  With respect to Awards granted to Independent Directors, (A) in the case of such Awards that are settled in shares of Stock, no more than 60,000 shares of Stock may be subject to such Awards granted to any one Independent Director in any fiscal year, (B) in the case of such Awards that are settled in cash based on the Fair Market Value of a share of Stock, the maximum aggregate amount of cash that may be paid pursuant to such Awards granted to any one Independent Director in any fiscal year shall be equal to 60,000 shares of Stock multiplied by the per share Fair Market Value as of the relevant vesting, payment or settlement date, and (C) in the case of all Awards other than those described in clauses (A) and (B), the maximum aggregate amount of cash and other property (valued at its Fair Market Value) other than shares of Stock that may be paid or delivered pursuant to such Awards to any one Independent Director in any fiscal year shall be equal to $500,000.

                     (iv)  Substitute Awards shall not reduce the shares of Stock authorized for grant under the Plan or authorized for grant to a Participant in any period. Additionally, in the event

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that a company acquired by the Company or any Subsidiary, or with which the Company or any Subsidiary combines has shares available under a pre-existing plan approved by shareholders and not adopted in contemplation of such acquisition or combination, the shares of stock available for delivery pursuant to the terms of such pre-existing plan (as adjusted, to the extent appropriate, using the exchange ratio or other adjustment or valuation ratio or formula used in such acquisition or combination to determine the consideration payable to the holders of common stock of the entities party to such acquisition or combination) may be used for Awards under the Plan and shall not reduce the shares of Stock authorized for delivery under the Plan; provided that Awards using such available shares of Stock shall not be made after the date awards or grants could have been made under the terms of the pre-existing plan, absent the acquisition or combination, and shall only be made to individuals who were not employees, officers, or members of the board of directors of the Company or Subsidiaries, or consultants or other persons providing services to the Company or any Subsidiary, prior to such acquisition or combination.

              (f)    In the event of any equity restructuring, such as a stock dividend, stock split, spin-off, reverse stock split, split-up, rights offering, recapitalization or non-recurring cash dividend or other distribution (whether in the form of shares of Stock, other securities or other property), the Committee shall adjust each Award, in such manner as the Committee shall determine, to prevent dilution or enlargement of the rights of the holders with respect to outstanding awards. In addition, in the event of any merger, consolidation, combination, exchange of shares or other similar corporate transaction (including any Change of Control), the Committee may make other adjustments to outstanding Awards (and to any limitations on the number or kind of Awards that may be granted under the Plan in the future) to preserve the benefits or potential benefits of the Awards. Action by the Committee pursuant to this Section 4.2(f) may include, to the extent that the Committee determines to be appropriate: (i) adjustment to the number or kind of shares which may be delivered under the Plan, including but not limited to, increases in the limitations set forth in subsection (b) above and paragraphs (i) through (iii) of subsection (e) above; (ii) adjustment of the number and kind of shares subject to outstanding Awards; (iii) adjustment of the Exercise Price of outstanding Options and SARs; and (iv) any other adjustments that the Committee determines to be equitable or appropriate, including but not limited to, (A) a cash payment to the holder of an outstanding Award in consideration for the cancelation of such Award, including, in the case of an outstanding Option or SAR, a cash payment to the holder of such Option or SAR in an amount equal to the excess, if any, of the Fair Market Value (as of a date specified by the Committee) of the shares of Stock subject to such Option or SAR over the aggregate Exercise Price of such Option or SAR and (B) cancel and terminate any Option or SAR having a per share Exercise Price equal to, or in excess of, the Fair Market Value of a share of Stock subject to such Option or SAR without any payment or consideration therefor.

              4.3    General Restrictions.    Delivery of shares of Stock or other amounts under the Plan shall be subject to the following:

              (a)   Notwithstanding any other provision of the Plan, the Company shall have no liability to deliver any shares of Stock under the Plan or make any other distribution of benefits under the Plan unless such delivery or distribution would comply with all applicable laws (including, without limitation, the requirements of the Securities Act of 1933, as amended), and the applicable requirements of any securities exchange or similar entity.

              (b)   To the extent that the Plan provides for issuance of stock certificates to reflect the issuance of shares of Stock, the issuance may be effected on a non-certificated basis, to the extent not prohibited by applicable law or the applicable rules of any securities exchange.

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              4.4    Minimum Vesting Requirement.

              (a)   All equity-based Awards granted under the Plan shall be subject to a minimum vesting period of one (1) year from the date of grant (excluding, for this purpose, any Substitute Awards and shares of Stock issued to Eligible Persons pursuant to their election to receive shares of Stock in lieu of cash compensation); provided that up to five percent (5%) of the shares of Stock available under the Plan may be granted free of any vesting requirements.

              (b)   For the avoidance of doubt, the foregoing restriction does not apply to the Committee's discretion to provide for accelerated exercisability or vesting of any Award upon the death or disability of a Participant in accordance with the terms of the Plan or the Award Agreement. In addition, the minimum vesting period shall be deemed satisfied with respect to any Award granted to an Independent Director if such Award vests on the earlier of the one-year anniversary of the date of grant and the next annual shareholder meeting.

              4.5    Grant and Use of Awards.    In the discretion of the Committee, a Participant may be granted any Award permitted under the provisions of the Plan, and more than one Award may be granted to a Participant. Awards may be granted as alternatives to or replacement of awards granted or outstanding under the Plan, or any other plan or arrangement of the Company or a Subsidiary (including a plan or arrangement of a business or entity, all or a portion of which is acquired by the Company or a Subsidiary). Subject to the overall limitation on the number of shares of Stock that may be delivered under the Plan, the Committee may use available shares of Stock as the form of payment for compensation, grants or rights earned or due under any other compensation plans or arrangements of the Company or a Subsidiary, including the plans and arrangements of the Company or a Subsidiary assumed in business combinations.

              4.6    Dividends and Dividend Equivalents in Unvested Awards.    In no event shall dividends or dividend equivalents be paid with respect any Option or SAR. At the discretion of the Committee, an Award (other than an Option or SAR) may provide the Participant with the right to receive dividends or dividend equivalents with respect to the Stock subject to any such Award for dividends declared during the period that an Award is outstanding, provided, that, any such dividends or dividend equivalents shall be subject to the same vesting conditions and risk of forfeiture as the underlying Award. Subject to the foregoing, any such dividends or dividend equivalents may be credited to an account for the Participant and may be settled in cash or Stock, as determined by the Committee. Any such settlements, and any such crediting of dividends or dividend equivalents or reinvestment in shares of Stock, may be subject to such further conditions, restrictions and contingencies as the Committee shall establish, including the reinvestment of such credited amounts in Stock equivalents or the withholding of such amounts, in each case subject to the same vesting conditions and risk of forfeiture as the underlying Award.

              4.7    Settlement of Awards.    The obligation to make payments and distributions with respect to Awards may be satisfied through cash payments, the delivery of shares of Stock, the granting of replacement Awards, or combination thereof as the Committee shall determine. Satisfaction of any such obligations under an Award, which is sometimes referred to as "settlement" of the Award, may be subject to such conditions, restrictions and contingencies as the Committee shall determine. The Committee may permit or require the deferral of any Award payment, subject to applicable law, the terms of the Plan and such rules and procedures as the Committee may establish, which may include provisions for the payment or crediting of interest or dividend equivalents, and may include converting such credits into deferred Stock equivalents, in each case subject to the same vesting conditions and risk of forfeiture as the underlying Award. Each Subsidiary shall be liable for payment of cash due under the Plan with respect to any Participant to the extent that such benefits are attributable to the

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services rendered for that Subsidiary by the Participant. Any disputes relating to liability of a Subsidiary for cash payments shall be resolved by the Committee.

              4.8    Transferability.    Except as otherwise provided by the Committee, Awards under the Plan are not transferable except as designated by the Participant by will or by the laws of descent and distribution; provided, however, that in no case may any Award be transferred for value.

              4.9    Form and Time of Elections.    Unless otherwise specified herein, each election required or permitted to be made by any Participant or other person entitled to benefits under the Plan, and any permitted modification, or revocation thereof, shall be in writing filed with the Committee or its designee at such times, in such form, and subject to such restrictions and limitations, not inconsistent with the terms of the Plan, as the Committee or its designee shall require.

              4.10    Agreement with Company.    An Award under the Plan shall be subject to such terms and conditions, not inconsistent with the Plan, as the Committee shall, in its sole discretion, prescribe. The terms and conditions of any Award to any Participant shall be reflected in such form of written document as is determined by the Committee. A copy of such document shall be provided to the Participant, and the Committee may, but need not require that the Participant sign a copy of such document. Such document is referred to in the Plan as an "Award Agreement" regardless of whether any Participant signature is required.

              4.11    Clawback.    Awards shall be subject to any clawback policy maintained by the Company, as it may exist or be amended from time to time, subject to the discretion of the Committee. Furthermore, if required by Company policy, the Sarbanes-Oxley Act of 2002, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 or any Securities and Exchange Commission rule or other applicable laws, each Participant's Award shall be conditioned on repayment or forfeiture in accordance with such applicable laws, Company policy, and any relevant provisions in the related Award Agreement. Nothing in the Plan shall prevent a Participant from exercising any legally protected whistleblower rights, including pursuant to Section 21F of the Exchange Act or the rules thereunder.

              4.12    Action by Company or Subsidiary.    Any action required or permitted to be taken by the Company or any Subsidiary regarding the Plan shall be by resolution of the Committee, or by action of one or more members of the Board (including a committee of the Board) who are duly authorized to act for the Board, or (except to the extent prohibited by applicable law or applicable rules of any securities exchange) by one or more duly authorized officers of the Company.

SECTION V
CHANGE OF CONTROL

              5.1    Change of Control.    Subject to the provisions of Section 4.2(f) (relating to the adjustment of shares), unless otherwise provided in the applicable Award Agreement or an individual employment agreement, in the event of a Change of Control, all Awards that are outstanding and unvested as of immediately prior to a Change of Control (after giving effect to any action by the Committee pursuant to Section 4.2(f) or Section 5.3) shall remain outstanding and unvested immediately thereafter, provided, however, that if within 12 months following a Change of Control, a Participant's employment or services, as applicable, with the Company and its Affiliates is terminated without Cause, then:

              (a)   any outstanding Options or SARs then held by Participants that are unexercisable or otherwise unvested as of the date of such termination shall automatically be deemed exercisable or otherwise vested, as the case may be, as of the date of such termination; and

              (b)   all other outstanding Awards (i.e., other than Options and SARs) then held by Participants that are unexercisable, unvested or still subject to restrictions or forfeiture as of

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the date of such termination, shall automatically be deemed exercisable and vested and all restrictions and forfeiture provisions related thereto shall lapse as of the date of such termination.

              5.2    Substitution or Assumption.    Notwithstanding Section 5.1 and unless otherwise provided in the applicable Award Agreement or an individual employment agreement, in the event of a Change of Control, unless provision is made in connection with the Change of Control for assumption or continuation of Awards previously granted or substitution of such Awards for new awards covering shares of a successor corporation or its "parent corporation" (as defined in Section 424(e) of the Code) or "subsidiary corporation" (as defined in Section 424(f) of the Code) with appropriate adjustments as to the number and kinds of shares and, if applicable, Exercise Prices, that the Committee determines will preserve the material terms and conditions of such Awards as in effect immediately prior to the Change of Control (including, without limitation, with respect to the vesting schedules, the intrinsic value of the awards (if any) as of the Change of Control, and transferability of the shares underlying such Awards) then, subject to Section 5.3:

              (a)   all outstanding Options or SARs then held by Participants that are unexercisable or otherwise unvested shall automatically be deemed exercisable or otherwise vested, as the case may be, as of immediately prior to such Change of Control; and

              (b)   all other outstanding Awards (i.e., other than Options and SARs) then held by Participants that are unvested or still subject to restrictions or forfeiture shall automatically be deemed vested and all restrictions and forfeiture provisions related thereto shall lapse as of immediately prior to such Change of Control.

To the extent practicable, any actions taken by the Committee under this Section 5.2 shall occur in a manner and at a time which allows affected Participants the ability to participate in the Change of Control transaction with respect to the shares of Stock subject to their Awards or Prior Plan Awards, if any.

              5.3    Effect on Performance Compensation Awards.    Unless otherwise provided in the applicable Award Agreement or an individual employment agreement, with respect to outstanding Performance Compensation Awards in the event of a Change of Control:

              (a)   any Performance Periods that would be in effect on the date the Change of Control occurs shall instead end on the date immediately prior to such Change of Control;

              (b)   the Committee shall determine the actual level of achievement of the Performance Goals with respect to each such Performance Period as of the most recent practicable date prior to such Change of Control based upon the Company's audited or unaudited financial information or other information then available as the Committee deems relevant; and

              (c)   to the extent earned, such Performance Compensation Awards shall continue to be subject to any service-based vesting conditions that remain in place.

              5.4    Section 409A and Change of Control.    Notwithstanding anything to the contrary herein and unless otherwise provided in the applicable Award Agreement or an individual employment agreement, if any amount payable pursuant to an Award constitutes deferred compensation that is subject to Section 409A of the Code, in the event of a Change of Control, to the extent provided in Section 5.2, any unvested but outstanding Awards shall automatically vest as of the date of such Change of Control and shall not be subject to the forfeiture restrictions following such Change of Control; provided that in the event that such Change of Control does not qualify as an event described

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in Section 409A(a)(2)(A)(v) of the Code or to the extent that payment upon such Change of Control would otherwise violate Section 409A of the Code, such Awards (and any other Awards that constitute deferred compensation that vested prior to the date of such Change of Control but are outstanding as of such date) shall not be settled until the earliest permissible payment event under Section 409A of the Code following such Change of Control.

SECTION VI
COMMITTEE

              6.1    Administration.    The authority to control and manage the operation and administration of the Plan shall be vested in the Committee in accordance with this Section VI. The Committee shall be selected by the Board, and shall be comprised solely of two or more members of the Board, each of whom, to the extent required under applicable laws and rules, shall be (i) "independent", within the meaning of the rules of the New York Stock Exchange or, if the shares of Stock are not listed for trading on the New York Stock Exchange, under the rules of the applicable securities exchange on which the shares are listed or quoted and (ii) a "Non-Employee Director", within the meaning of Rule 16b-3 as promulgated and interpreted by the Securities and Exchange Commission under the Exchange Act (each an "Independent Director"). If the Committee does not exist, or for any other reason determined by the Board, the Board may take any action under the Plan that would otherwise be the responsibility of the Committee; provided, however, that in that event, any such action taken by the Board shall require the approval of at least a majority of the Independent Directors.

              6.2    Powers of Committee.    The Committee's administration of the Plan shall be subject to the following:

              (a)   Subject to the provisions of the Plan and applicable law, and in addition to the other express powers and authorizations conferred on the Committee by the Plan, the Committee shall have sole and plenary authority to administer the Plan, including the authority (i) to select from among the Eligible Persons those persons who shall receive Awards, (ii) to determine the time or times of receipt, (iii) to determine the types of Awards and the number of shares or dollar value covered by the Awards, (iv) to establish the terms, conditions, performance and vesting criteria, restrictions, terms of exercise and settlement and other provisions of the Awards, (v) to interpret, administer, reconcile any inconsistency in, correct any default in and/or supply any omission in, the Plan and any instrument or agreement relating to, or Award made under, the Plan, (vi) grant a replacement Award for an Award previously granted under the Plan if, in its sole discretion, the Committee determines that (A) the tax consequences of such Award to the Company or the Participant differ from those consequences that were expected to occur on the date the Award was granted or (B) clarifications or interpretations of, or changes to, tax law or regulations permit Awards to be granted that have more favorable tax consequences than initially anticipated and (vii) subject to the restrictions imposed by Section VII, to cancel or suspend Awards; provided, however, that, notwithstanding the provisions of this Section 6.2, the Committee shall not have the authority to accelerate vesting of an Award in the event of a Participant's termination of employment other than in connection with the Participant's death or disability.

              (b)   The Committee shall have the authority to adopt such modifications, procedures and subplans as may be necessary or desirable to comply with provisions of the laws of any countries in which the Company or any Subsidiary may operate to ensure the viability of the benefits from Awards granted to Participants employed or providing services in such countries, to meet the requirements of local laws that permit the Plan to operate in a qualified or tax-efficient manner, to comply with applicable foreign laws and to meet the objectives of the Plan; provided, however, that no such action taken pursuant to this Section 6.2(b) shall result in a "material revision" of the Plan under applicable securities exchange governance rules.

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              (c)   The Committee will have full and complete authority and discretion to interpret the Plan, to establish, amend, and rescind any rules and regulations relating to the Plan, to determine the terms and provisions of any Award Agreement made pursuant to the Plan, and to make all other determinations that may be necessary or advisable for the administration of the Plan; it being the intention of the Plan that the Committee have the utmost authority and discretion permitted by law in making decisions and performing its other functions under the Plan.

              (d)   Any interpretation of the Plan by the Committee and any decision made by it under the Plan is final and binding on all persons.

              (e)   In controlling and managing the operation and administration of the Plan, the Committee shall take action in a manner that conforms to the Articles of Incorporation and By-laws of the Company, and applicable state corporate law.

              6.3    No Repricing or Exchange.    Notwithstanding the authority set forth in Section 6.2, in no event shall the Committee have the power to cancel outstanding Options or SARs for the purpose of repricing, substituting for another Award, or otherwise replacing or re-granting such Options or SARs with an exercise price that is less than the exercise price of the original Option or SAR, unless such action is approved by the Company's shareholders. For the avoidance of doubt, an adjustment to the Exercise Price made in accordance with Section 4.2(f) or as a result of a substitution pursuant to Section V shall not be considered a re-pricing for purposes of this Section 6.3.

              6.4    Delegation by the Committee.

              (a)   Except to the extent prohibited by applicable law or the applicable rules of a securities exchange, the Committee may allocate all or any portion of its responsibilities and powers to any one or more of its members and may delegate all or any part of its responsibilities and powers to any person or persons selected by it, including a subcommittee consisting of one or more members of the Board or officers or employees of the Company to grant Awards to persons who are not "officers" of the Company (within the meaning of Rule 16a-1 under the Exchange Act) or Independent Directors, subject to such restrictions and limitations as the Committee may specify and to the requirements of the Florida Business Corporation Act. The acts of any such delegates shall be treated hereunder as acts of the Committee and such delegates shall report regularly to the Committee regarding the delegated duties and responsibilities and any Awards so granted.

              (b)   The Committee may also delegate the administration of the Plan to one or more officers or employees of the Company, and such administrator(s) may have the authority to administer the Plan, including to: (i) execute and distribute Award Agreements, (ii) maintain records relating to Awards, (iii) process or oversee the issuance of Stock under Awards, (iv) interpret and administer the terms of Awards, and (v) take such other actions as may be necessary or appropriate for the administration of the Plan and of Awards under the Plan. In no event shall any such administrator be authorized to (w) grant Awards under the Plan (except in connection with any delegation made by the Committee pursuant to Section 6.4(a), (x) take any action with respect to Awards held by "officers" of the Company (within the meaning of Rule 16a-1 under the Exchange Act) or Independent Directors, (y) take any action inconsistent with Section 409A of the Code, or (z) take any action inconsistent with applicable provisions of the Florida Business Corporation Act. Any action by any such administrator within the scope of its delegation shall be deemed for all purposes to have been taken by the Committee and, except as otherwise specifically provided, references in this Plan to the Committee shall include any such administrator.

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              (c)   Any of the allocations or delegations described in this Section 6.4 may be revoked by the Committee at any time. In the event of any delegations described in this Section 6.4, the term "Committee", as used herein, shall include any persons so delegated to the extent of such delegation.

              6.5    Awards to Independent Directors.    Notwithstanding anything to the contrary contained herein, the Board may, in its sole discretion, at any time and from time to time, grant Awards to Independent Directors or administer the Plan with respect to such Awards. In any such case, the Board shall have all the authority and responsibility granted to the Committee herein.

              6.6    Information to be Furnished to Committee.    The Company and Subsidiaries shall furnish the Committee with such data and information as it determines may be required for it to discharge its duties. The records of the Company and Subsidiaries as to an employee's or Participant's employment, termination of employment, leave of absence, reemployment and compensation shall be conclusive on all persons unless determined to be incorrect. Participants and other persons entitled to benefits under the Plan must furnish the Committee such evidence, data or information as the Committee considers desirable to carry out the terms of the Plan.

              6.7    Limitation of Liability.    The Committee, each member thereof, and any other person acting pursuant to authority delegated by the Committee shall be entitled, in good faith, to rely or act upon any report or other information furnished by any officer or employee of the Company, the Company's independent auditors, consultants or any other agents assisting in the administration of the Plan. Members of the Committee or any other person acting pursuant to authority delegated by the Committee, and any officer or employee of the Company acting at the direction or on behalf of the Committee or other delegee shall not be personally liable for any action or determination taken or made in good faith with respect to the Plan, and shall, to the extent permitted by law, be fully indemnified and protected by the Company with respect to any such action or determination.

              6.8    Indemnification.    Each person who is or shall have been a member of the Committee or of the Board shall be indemnified and held harmless by the Company against and from any loss, cost, liability, or expense that may be imposed upon or reasonably incurred by him or her in connection with or resulting from any claim, action, suit, or proceeding to which he or she may be a party or in which he or she may be involved by reason of any action taken or failure to act under the Plan and against and from any and all amounts paid by him or her in settlement thereof, with the Company's approval, or paid by him or her in satisfaction of any judgment in any such action, suit, or proceeding against him or her, provided he or she shall give the Company an opportunity, at its own expense, to handle and defend the same before he or she undertakes to handle and defend it on his or her own behalf. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such persons may be entitled under the Company's Articles of Incorporation or By-laws, as a matter of law, or otherwise, or any power that the Company may have to indemnify them or hold them harmless.

              6.9    Code Section 409A.

              (a)   If any Award constitutes a "nonqualified deferred compensation plan" under Section 409A of the Code (a "Section 409A Plan"), then the Award shall be subject to the following additional requirements, if and to the extent required to comply with Section 409A of the Code:

                       (i)  Payments under the Section 409A Plan may not be made earlier than (A) the Participant's "separation from service", (B) the date the Participant becomes "disabled", (C) the Participant's death, (D) a "specified time (or pursuant to a fixed schedule)" specified in the Award Agreement at the date of the deferral of such compensation, (E) a "change in the ownership or effective control of the corporation, or in the ownership of a substantial

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portion of the assets of the corporation", or (F) the occurrence of an "unforeseeable emergency";

                      (ii)  The time or schedule for any payment of the deferred compensation may not be accelerated, except to the extent provided in applicable Treasury Regulations or other applicable guidance issued by the Internal Revenue Service;

                    (iii)  Any elections with respect to the deferral of such compensation or the time and form of distribution of such deferred compensation shall comply with the requirements of Section 409A(a)(4) of the Code;

                     (iv)  In the case of any Participant who is a "specified employee", a distribution on account of a "separation from service" may not be made before the date which is six months after the date of the Participant's "separation from service" (or, if earlier, the date of the Participant's death); and

                      (v)  In the case of any such Awards that are payable upon a Change of Control, notwithstanding any provision of the Plan to the contrary, the Company will not be deemed to have undergone a Change of Control unless the Company has undergone a "change in the ownership or effective control of the corporation, or in the ownership of a substantial portion of the assets of a corporation" within the meaning of Section 409A(a)(2)(A)(v) of the Code.

For purposes of the foregoing, the words and phrases in quotations in this Section 6.9 shall be defined in the same manner as those words and phrases are defined for purposes of Section 409A of the Code, and the limitations set forth herein shall be applied in such manner (and only to the extent) as shall be necessary to comply with any requirements of Section 409A of the Code that are applicable to the Award.

              (b)   Any Award Agreement for any Award that the Committee reasonably determines to constitute a Section 409A Plan, and the provisions of the Plan applicable to that Award, shall be construed in a manner consistent with the applicable requirements of Section 409A, and the Committee, in its sole discretion and without the consent of any Participant, may amend any Award Agreement (and the provisions of the Plan applicable thereto) if and to the extent that the Committee determines that such amendment is necessary or appropriate to comply with the requirements of Section 409A of the Code. Further, in the event that the Plan, any Award Agreement or any Award shall be deemed not to comply with Section 409A of the Code, then neither the Company, the Committee nor its or their designees or agents shall be liable to any Participant or other person for actions, decisions or determinations made in good faith.

SECTION VII
AMENDMENT AND TERMINATION

              The Board may, at any time, amend or terminate the Plan, and the Board or Committee may, at any time, amend any Award outstanding thereunder, provided that no amendment or termination may, in the absence of written consent to the change by the affected Participant (or, if the Participant is not then living, the affected beneficiary), adversely affect the rights of any Participant or beneficiary under any Award granted under the Plan prior to the date such amendment is adopted by the Board; and further provided that any amendment made to comply with applicable law, tax rules, securities exchange rules or accounting rules and adjustments pursuant to Section 4.2(f) shall not be subject to the foregoing limitations of this Section VII. Notwithstanding the foregoing, approval of the Company's shareholders shall be required for any amendment or alteration of the Plan if such shareholder approval is required by any federal or state law or regulation (including without limitation, Rule 16b-3

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under the Exchange Act or the rules of any securities exchange or automated quotation system on which the shares of Stock may then be listed or quoted). Unless otherwise determined by the Committee, any amendments to the Plan will apply prospectively only.

SECTION VIII
GENERAL PROVISIONS

              8.1    Tax Withholding.    All distributions under the Plan are subject to withholding of all applicable taxes, and the Committee may condition the delivery of any shares or other benefits under the Plan on satisfaction of the applicable withholding obligations. The Committee, in its discretion, and subject to such requirements as the Committee may impose prior to the occurrence of such withholding, may permit such withholding obligations to be satisfied through cash payment by the Participant, through the surrender of shares of Stock which the Participant already owns, through the withholding of shares of Stock that otherwise would have been delivered pursuant to the Award, or through the surrender of shares of Stock to which the Participant is otherwise entitled under the Plan.

              8.2    Limitation of Implied Rights.

              (a)   Neither a Participant nor any other person shall, by reason of participation in the Plan, acquire any right in or title to any assets, funds or property of the Company or any Subsidiary whatsoever, including, without limitation, any specific funds, assets, or other property which the Company or any Subsidiary, in its sole discretion, may set aside in anticipation of a liability under the Plan. A Participant shall have only a contractual right to the Stock or amounts, if any, payable under the Plan, unsecured by any assets of the Company or any Subsidiary, and nothing contained in the Plan shall constitute a guarantee that the assets of the Company or any Subsidiary shall be sufficient to pay any benefits to any person.

              (b)   The Plan does not constitute a contract of employment, and selection as a Participant will not give such Participant the right to be retained in the employ or service of the Company or any Subsidiary, nor any right or claim to any benefit under the Plan, unless such right or claim has specifically accrued under the terms of the Plan. Except as otherwise provided in the Plan or any Award Agreement, no Award under the Plan shall confer upon the holder thereof any rights as a shareholder of the Company prior to the date on which the individual fulfills all conditions for receipt of such rights.

              8.3    No Fractional Shares.    No fractional shares of Stock shall be issued or delivered pursuant to the Plan or any Award. The Committee shall determine whether cash, an additional share of Stock or Award, or other property shall be issued or paid in lieu of fractional shares or whether such fractional shares or any rights thereto shall be forfeited or otherwise eliminated.

              8.4    Governing Law.    The Plan and all Award Agreements shall be governed by and construed in accordance with the laws of the State of Florida, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Florida or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Florida.

              8.5    Severability.    In the event that any provision of this Plan is found to be invalid or otherwise unenforceable under any applicable law, such invalidity or unenforceability will not be construed as rendering any other provisions contained herein as invalid or unenforceable, and all such other provisions will be given full force and effect to the same extent as though the invalid or unenforceable provision was not contained herein.

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              8.6    Successors.    All of the obligations of the Company under the Plan and any Award Agreement shall be binding upon any successor corporation or organization resulting from the merger, amalgamation, consolidation or other reorganization of the Company, or upon any successor corporation or organization succeeding to substantially all of the assets and business of the Company.

              8.7    Gender and Number, Titles and Headings.    Where the context admits, words in any gender shall include any other gender, words in the singular shall include the plural and the plural shall include the singular. The titles and headings of the sections in the Plan are for convenience of reference only, and in the event of any conflict, the text of the Plan, rather than such titles or headings shall control.

SECTION IX
DEFINED TERMS

              In addition to the other definitions contained herein, the following definitions shall apply:

              (a)    Affiliate.    The term "Affiliate" means (i) any entity that, directly or indirectly, is controlled by, controls or is under common control with, the Company and/or (ii) any entity in which the Company has a significant equity interest, in either case as determined by the Committee.

              (b)    Award.    The term "Award" means any award or benefit granted under the Plan, including, without limitation, the grant of Options, SARs, Stock Unit Awards, Performance Compensation Awards, Restricted Stock Awards, Restricted Stock Unit Awards, Other Stock-Based Awards and Cash Incentive Awards.

              (c)    Award Agreement.    The term "Award Agreement" means the written agreement, in a form determined by the Committee from time to time, between the Company and a Participant that evidences the grant of an Award and sets out the terms and conditions of an Award or Prior Plan Award.

              (d)    Board.    The term "Board" shall have the meaning set forth in Section 1.2.

              (e)    Cash Incentive Award.    The term "Cash Incentive Award" shall have the meaning set forth in Section 3.1(a).

              (f)    Cause.    The term "Cause" (i) shall have the meaning set forth in an Award Agreement or in an individual employment agreement between the Participant and the Company, if any or (ii) if there is no definition set forth in an Award Agreement or applicable employment agreement, means:

              (A)  the material failure by the Participant to perform, in a reasonable manner, his or her duties as assigned by the Company or any Subsidiary (or any successor company);

              (B)  any material violation or material breach by the Participant of his or her employment agreement, consulting or other similar agreement with the Company or any Subsidiary (or successor company), if any;

              (C)  any material violation or material breach by the Participant of any non-competition, non-solicitation, non-disclosure and/or other similar agreement with the Company or any Subsidiary (or successor company);

              (D)  any material violation or material breach by the Participant of the Company's Code of Conduct or any other Company (or successor company) policy;

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              (E)  any act by the Participant of material dishonesty or fraud that injures the reputation or business of the Company or any Subsidiary (or successor company); or

              (F)  the conviction of or entry of a plea of guilty or nolo contender to a felony or a crime involving moral turpitude.

The good faith determination by the Committee of whether the Participant's employment or service was terminated for "Cause" shall be final and binding for all purposes hereunder.

              (g)    Change of Control.    For purposes of this Plan, a "Change of Control" means any one of the following events:

                       (i)  any person or "group" as defined in Section 13(d)(3) of the Exchange Act, but excluding any employee benefit plan or plans of the Company and its Subsidiaries, becomes the beneficial owner, directly or indirectly, of thirty percent (30%) or more of the combined voting power of the Company's outstanding voting securities ordinarily having the right to vote for the election of directors of the Company; provided, however, that, for purposes of this subparagraph (i), any acquisition directly from the Company shall not constitute a Change of Control; or

                      (ii)  the consummation of any merger, consolidation, reorganization or similar event of the Company or any of its Subsidiaries, as a result of which the holders of the voting stock of the Company immediately prior to such merger, consolidation, reorganization or similar event do not directly or indirectly hold at least fifty-one percent (51%) of the aggregate voting power of the capital stock of the surviving entity; or

                    (iii)  the individuals who, as of the Effective Date, constitute the Board of Directors of the Company (the "Board" generally and as of the Effective Date the "Incumbent Board") cease for any reason to constitute at least two-thirds (²/3) of the Board, or in the case of the consummation of a merger or consolidation of the Company, do not constitute or cease to constitute at least two-thirds (²/3) of the board of directors of the surviving company (or in a case where the surviving corporation is controlled, directly or indirectly by another corporation or entity, do not constitute or cease to constitute at least two-thirds (²/3) of the board of such controlling corporation or do not have or cease to have at least two-thirds (²/3) of the voting seats on any body comparable to a board of directors of such controlling entity, or if there is no body comparable to a board of directors, at least two-thirds (²/3) voting control of such controlling entity); provided that any person becoming a director (or, in the case of a controlling non-corporate entity, obtaining a position comparable to a director or obtaining a voting interest in such entity) subsequent to the Effective Date whose election, or nomination for election, was approved by a vote of the persons comprising at least two-thirds (²/3) of the Incumbent Board (other than an election or nomination of an individual whose initial assumption of office is in connection with an actual or threatened election contest), shall be, for purposes of this Agreement, considered as though such person were a member of the Incumbent Board; or

                     (iv)  there is a liquidation or dissolution of the Company or all or substantially all of the assets of the Company have been sold.

              The term "Change of Control" shall not include a sale of assets, merger or other transaction effected exclusively for the purpose of changing the domicile of the Company.

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              (h)    Code.    The term "Code" means the Internal Revenue Code of 1986, as amended. A reference to any provision of the Code shall include reference to any successor provision of the Code.

              (i)    Committee.    The term "Committee" shall have the meaning set forth in Section 1.2.

              (j)    Company.    The term "Company" shall have the meaning set forth in Section 1.1.

              (k)    Effective Date.    The term "Effective Date" means the date on which this Plan is approved by shareholders of the Company eligible to vote in the election of directors, by a vote sufficient to meet the requirements of Section 422 of the Code, Rule 16b-3 under the Exchange Act (if applicable), applicable requirements under the rules of any securities exchange or automated quotation system on which the Stock may be listed or quoted, and any other laws, regulations and obligations of the Company applicable to the Plan.

              (l)    Eligible Person.    The term "Eligible Person" means any employee, officer or member of the board of directors of the Company or a Subsidiary, or any consultant or other person who performs services for the Company or any Subsidiary, including any prospective employee, officer, member or consultant.

              (m)    Exchange Act.    The term "Exchange Act" means the Securities Exchange Act of 1934, as amended from time to time, or any successor statute thereto, and the regulations promulgated thereunder.

              (n)    Exercise Price.    The term "Exercise Price" shall have the meaning set forth in Section 2.2.

              (o)    Fair Market Value.    The term "Fair Market Value" means (i) with respect to any property other than shares of Stock, the fair market value of such property determined by such methods or procedures as shall be established from time to time by the Committee and (ii) with respect to a share of Stock as of any date,

              (A)  if the principal market for the Stock is a national securities exchange or the NASDAQ stock market, then the "Fair Market Value" as of that date shall be the closing sales price of the Stock on the day that the Award is granted on the principal exchange or market on which the Stock is then listed or admitted to trading;

              (B)  if sale prices are not available or if the principal market for the Stock is not a national securities exchange and the Stock is not quoted on the NASDAQ stock market, the average between the highest bid and lowest asked prices for the Stock on the day that the Award is granted as reported on the NASDAQ OTC Bulletin Board Service or by the National Quotation Bureau, Incorporated or a comparable service; and

              (C)  if the day is not a trading day, and as a result, paragraphs (A) and (B) next above are inapplicable, the Fair Market Value of the Stock shall be determined as on the most recent trading day prior to the date the Award is granted. If paragraphs (A) and (B) next above are otherwise inapplicable, then the Fair Market Value of the Stock shall be determined in good faith by the Committee.

              (p)    Incentive Stock Option.    The term "Incentive Stock Option" shall have the meaning set forth in Section 2.1(a).

              (q)    Independent Director.    The term "Independent Director" shall have the meaning set forth in Section 6.1.

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              (r)    Non-Qualified Stock Option.    The term "Non-Qualified Stock Option" shall have the meaning set forth in Section 2.1(a).

              (s)    Option.    The term "Option" shall have the meaning set forth in Section 2.1(a).

              (t)    Other Stock-Based Award.    The term "Other Stock-Based Award" shall have the meaning set forth in Section 3.1(b).

              (u)    Participant(s).    The term "Participant(s)" shall have the meaning set forth in Section 1.2.

              (v)    Performance Compensation Award.    The term "Performance Compensation Award" shall have the meaning set forth in Section 3.1(c).

              (w)    Performance Goal(s).    The term "Performance Goal(s)" means the measures set forth in Section 3.3(a).

              (x)    Performance Period.    The term "Performance Period" means one or more periods of time, as the Committee may select, over which the attainment of one or more Performance Goals will be measured for the purpose of determining the granting or vesting of a Performance Compensation Award.

              (y)    Plan.    The term "Plan" shall have the meaning set forth in Section 1.1

              (z)    Prior Plans.    The term "Prior Plans" shall mean the World Fuel Services Corporation 2016 Omnibus Plan, as amended and restated (the "2016 Plan") and the 2006 Omnibus Plan, as amended and restated (the "2006 Plan," together with the 2016 Plan, the "Prior Plans").

              (aa)    Prior Plan Award.    The term "Prior Plan Award" shall mean any award or benefit granted under a Prior Plan, including, without limitation, the grant of any cash or equity-based awards with rights similar to an Award granted hereunder, that is outstanding as of the Effective Date.

              (bb)    Restricted Stock Award.    The term "Restricted Stock Award" shall have the meaning set forth in Section 3.1(d).

              (cc)    Restricted Stock Unit Award.    The term "Restricted Stock Unit Award" shall have the meaning set forth in Section 3.1(e).

              (dd)    SAR.    The term "SAR" shall have the meaning set forth in Section 2.1(b).

              (ee)    Stock Appreciation Right.    The term "Stock Appreciation Right" shall have the meaning set forth in Section 2.1(b).

              (ff)    Stock Unit Award.    The term "Stock Unit Award" shall have the meaning set forth in Section 3.1(f).

              (gg)    Subsidiary.    The term "Subsidiary" means any company during any period in which it is a "subsidiary corporation" (as that term is defined in Section 424(f) of the Code) with respect to the Company.

              (hh)    Substitute Awards.    The term "Substitute Awards" means Awards granted or Stock issued by the Company in assumption of, or in substitution or exchange for, awards previously granted, or the right or obligation to make future awards, by a company acquired by the Company or any Subsidiary or with which the Company or any Subsidiary combines.

              (ii)    Stock.    The term "Stock" means shares of common stock, par value $.01 per share, of the Company.

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VOTE BY INTERNET - www.proxyvote.com or scan the QR Barcode above

Use the Internet to transmit your voting instructions and for electronic delivery of information. Vote byinformation up until 11:59 P.M. Eastern Time on May 21, 2020.June 14, 2023. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.

ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS

If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. WORLD FUEL SERVICES CORPORATION 9800 NORTHWEST 41ST STREET MIAMI, FL 33178 ATTN: CORPORATE SECRETARY

VOTE BY PHONE - 1-800-690-6903

Use any touch-tone telephone to transmit your voting instructions. Vote byinstructions up until 11:59 P.M. Eastern Time on May 21, 2020.June 14, 2023. Have your proxy card in hand when you call and then follow the instructions.

VOTE BY MAIL

Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. For Withhold For All Except To withhold authority to vote for any individual nominee(s), mark “For All Except”

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
V13192-P92196	KEEP THIS PORTION FOR YOUR RECORDS
	DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

WORLD FUEL SERVICES CORPORATION

The Board of Directors recommends you vote FOR Proposal 1.					For	Against	Abstain
1.	To approve an amendment to the Company's Articles of Incorporation, as amended, to change the Company's name from World Fuel Services Corporation to World Kinect Corporation.
The Board of Directors recommends you vote FOR all listed nominees in Proposal 2.					For All	Withhold All	For All Except
2.	Election of Directors
	Nominees:
	01)	Michael J. Kasbar	06)	John L. Manley
	02)	Ken Bakshi	07)	Stephen K. Roddenberry
	03)	Jorge L. Benitez	08)	Jill B. Smart
	04)	Sharda Cherwoo	09)	Paul H. Stebbins
	05)	Richard A. Kassar

To withhold authority to vote for any individual nominee(s), mark "For All Except" and write the number(s) of the nominee(s) on the line below.

The Board of Directors recommends you vote FOR Proposal 3.				For	Against	Abstain
3.	To approve, on a non-binding, advisory basis, the Company's executive compensation.
The Board of Directors recommends you vote for the option of 1 YEAR on Proposal 4.			1 Year	2 Years	3 Years	Abstain
4.	To approve, on a non-binding, advisory basis, the frequency of future advisory votes on executive compensation.
The Board of Directors recommends you vote FOR Proposal 5.				For	Against	Abstain
5.	Ratification of the appointment of PricewaterhouseCoopers LLP as the Company's independent registered certified public accounting firm for the 2023 fiscal year.
NOTE: In their discretion, the proxies are authorized to vote upon any other matter coming before the meeting. THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THE PROXY WILL BE VOTED FOR ALL NOMINEES AND ON ALL OTHER PROPOSALS AS DESCRIBED IN THE PROXY STATEMENT.
Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.

Signature [PLEASE SIGN WITHIN BOX]	Date		Signature (Joint Owners)	Date

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Table of the AllAll The Board of Directors recommends you vote FOR all listed nominees in Proposal 1. nominee(s) on the line below. 0 0 0 1. Election of Directors Nominees 01) Michael J. Kasbar 06) John L. Manley 02) Kanwaljit Bakshi 07) Stephen K. Roddenberry 03) Jorge L. Benitez 08) Paul H. Stebbins 04) Sharda Cherwoo 05) Richard A. Kassar The Board of Directors recommends you vote FOR proposals 2, 3 and 4. For 0 0 0 Against 0 0 0 Abstain 0 0 0 2. Approval of the non-binding, advisory vote on executive compensation. 3. Ratification of the appointment of PricewaterhouseCoopers LLP as the Company's independent registered certified public accounting firm for the 2020 fiscal year. Approval of the World Fuel Services Corporation 2020 Omnibus Plan. 4. NOTE: In their discretion, the proxies are authorized to vote upon any other matter coming before the meeting. THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THE PROXY WILL BE VOTED FOR ALL NOMINEES AND ON ALL OTHER PROPOSALS AS DESCRIBED IN THE PROXY STATEMENT. 0 For address change/comments, mark here. (see reverse for instructions) Please indicate if you plan to attend this meeting Yes 0 No 0 Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date 0000453881_1 R1.0.1.18Contents

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:
The Notice &and Proxy Statement and Annual Report on Form 10-K are available at www.proxyvote.com www.proxyvote.com.

V13193-P92196

World Fuel Services Corporation
9800 Northwest 41st Street
Miami, Florida 33178

This proxy is solicited by the Board of Directors for use at the Annual Meeting of Shareholders on May 22, 2020June 15, 2023 at 8:00 AM Eastern Time to be held at our offices located at 9800 Northwest 41stthe New York Marriott Downtown, 85 West Street, Miami, Florida 33178. New York, New York 10006.

The shares of stock you hold in your account will be voted as you specify on the reverse side.

If no choice is specified, the proxy will be voted "FOR" Proposals 1, 3 and 5, "FOR" the Nomineesnominees listed in Proposal 12, and "FOR" Proposals 2, 3 and"1 YEAR" for Proposal 4.

By signing the proxy, you revoke all prior proxies and appoint each of Michael J. Kasbar and Paul H. StebbinsAmy Quintana Avalos with full power of substitution, to vote yourthe shares at the Annual Meeting or any adjournments or postponements thereof, with all the powers that you would possess if personally present, upon and in respect of the matters shown on the reverse side, with discretionary authority as to any and all other matters that may properly come before the meeting. Address change/comments: (If you noted any Address Changes and/or Comments above, please mark corresponding box on the reverse side.)

Continued and to be signed on reverse side 0000453881_2 R1.0.1.18

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