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A LETTER FROM OUR CHIEF EXECUTIVE OFFICER

​

​

Ronald F. Clarke Chairman & Chief Executive Officer

My Fellow Shareholders,

Thank you for your investment in FLEETCOR.

Corpay.

Performance & Positioning

Our full year 20222023 financial performance was outstanding,reached record levels, with adjusted earnings per share up 5% to $16.92, EBITDA up 13% at nearly $2 billion, and revenue up 10% to $3.8 billion. All of $3.4 billion, up 21%these metrics set all-time records, and are further proof of the strength of our Company. We also closed several acquisitions improving our go-forward positioning around the vehicle payments and corporate payments businesses.

On March 25, 2024, we were excited to announce that we rebranded the entire Company to Corpay, which better reflects the breadth of expense management and corporate payment solutions we offer. Additionally, in 2023, we simplified the presentation of our businesses, and now report in 3 primary segments: Vehicle Payments, Corporate Payments and Lodging Payments. We believe that our new branding and reporting segments will provide better brand recognition and make it easier to evaluate our extraordinary growth and profitability.

We also introduced a series of exciting new product offerings that align with our promise – Payments Made Easy:

Corpay One. Our small and midsize business Vehicle Payments solution is an all-in-one solution that provides business cards for the owner, fuel cards for the field drivers, and virtual cards for the payment of accounts payable.

Comdata Connect Card. Our Corporate Payments solution connects Comdata truck stop fuel discounts, reporting, and a location finder to the customer’s existing business credit card. Trucking customers benefit both from the credit and rewards from their business card, and the fuel discounts and reporting of a truck stop card.

Corpay Complete. Our middle market Corporate Payments solution combines everyday business cards and fuel cards, with an AP automation all-in-one platform.

CLC Choice. Our newest Lodging Payments solution provides customers more employee-friendly travel options. Travelers can choose from virtually any hotel, any room type, and keep reward points from their favorite hotel brand.

These new products enhance our ability to deliver our mid-term objectives to annually grow revenue 10% and adjusted earnings per share of $16.10, up 22%15-20%. Both were way ahead of our expectations heading into the year. We also closed five capability acquisitions (inclusive of the cross border deal closed on January 3), and made three minority investments to strengthen our position in our Corporate Payments and EV lines of business.

Additionally, we meaningfully advanced our “beyond strategy” in 2022, extending both the product set and served customer segments in each of our major businesses. These beyond extensions increase our TAM, and better position our LOB for long term growth. Some highlights from 2022 include:

In Global Fleet, we significantly advanced our EV capabilities, and the concept of “defensive” and “offensive” EV initiatives

In Brazil, we expanded our tag fueling solution to more accepting sites and more users and we launched a new vehicle insurance offering, which enjoyed rapid acceptance

In Corporate Payments, we added AP automation workflow software to our full AP payment platform, and further scaled our cross-border footprint in Europe

In Lodging, we further expanded our two new verticals, airlines and insurance, with each reaching almost $100M in revenue

Ultimately, we believe that excellent financial performance, combined with our strategic progress will enable us to increase shareholder returns. Our mid-term objectives are to grow revenue and adjusted net income per diluted share 10% and 15-20% annually, respectively. We expect the market to reward our performance as we deliver results.

Governance & Board Oversight

We’ve made meaningful progress in 2023, refreshing and diversifying our Board by welcoming Annabelle Bexiga, Rahul Gupta and Gerry Throop. The industry and subject-matter experience they bring will be quite additive to the Company as we continue to grow and improve our competitive position. Our Board of Directors have been deeply involved in our shareholder engagement efforts, and have helped drive responsive enhancements to our practices.

We have a veryan experienced Board of Directors with a diverse set of skills and experience, including leading large, global public companies within our industry. Our directors provide valuable oversight regarding audit, compensation, governance and company strategy.

We’ve made meaningful progress in refreshing and diversifying our Board over the last year, having appointed Annabelle Bexiga and Rahul Gupta to the Board in 2023. The experience in technology and fintech that they bring, will be quite additive to the company as we continue to navigate the changing landscape of the industry, and build a bigger and stronger company. We’re pleased to report that women and minorities now represent 36% of the Board.

Our Board of Directors have been deeply involved in our shareholder engagement efforts, and have helped drive responsive enhancements to our practices.

2023 Notice of Annual Meeting & Proxy Statement

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A LETTER FROM OUR CHIEF EXECUTIVE OFFICER

Environmental & Social Endeavors

Our comprehensive employee development and training programs, offer the tools and resources to attract and retain the best talent. Our benefits further strengthen our competitive packages. We are proud of the journey we provide our employees at all levels, and we will continue to monitor the current environment for talent, and adjust our offerings to maintain our position as an employer of choice in the payments industry.

Our values foster an inclusive culture, and we are proud of the environment that we’ve created where women represent more than one-half of our global workforce, and less than two-thirds of our domestic employees identify as White/Caucasian. We believe this diversity enhances our personal work experiences and boosts our company’s performance.

Your Support

On behalf of our Board of Directors, we sincerely ask that you vote with our recommendations. We appreciate our shareholders’ support and feedback, and we will continue to reach out on a regular basis to gain further insights and perspectives.

Sincerely,

 

perspective.

Ronald F. Clarke

Chairman & Chief Executive Officer

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NOTICE OF 20232024 ANNUAL MEETING OF SHAREHOLDERS

Agenda

​								​
​	Meeting Date and Time: June 6, 2024 10:00 a.m. Eastern Daylight Time	​	​	Meeting Place: 3280 Peachtree Road, Suite 2400 Atlanta, Georgia 30305	​	​	Record Date: April 11, 2024	​
​								​

Agenda

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To elect the eleven directors

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To ratify the reappointment of Ernst & Young LLP as the Company’s independent public accounting firm

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To approve, on an advisory basis, named executive officer compensation

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To approve, on an advisory basis, the frequency of shareholder voting on compensation of named executive officers

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To vote on a shareholder proposal to amend the shareholders’ right to call a special meeting of shareholders,regarding an independent Board chair requirement, if properly presented at the meeting

We may also transact other business that properly comes before the meeting.

Mailing Date and Availability of Proxy Materials

On or about April 27, 2023,26, 2024, we mailed a noticeNotice of electronic availabilityInternet Availability of proxy materialsProxy Materials to shareholders. Shareholders of record at the close of business on April 17, 202311, 2024 are entitled to receive notice of, and to vote at, the meeting.

YOUR VOTE IS IMPORTANT

Please vote as soon as possible by one of the methods shown below, whether or not you expect to attend the annual meeting. Be sure to have your proxy card, voting instruction form or Notice of Internet Availability of Proxy Materials in hand and follow the instructions below. Vote by 11:59 P.M. ET the day before the meeting (June 8, 2023)5, 2024).

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​	By Internet www.proxyvote.com Use the internet to transmit your voting instruction and for electronic delivery of information	​	​	By Phone 1-800-690-6903 Use any touch tone telephone to transmit your voting instructions	​	​	By Mail Mark, sign and date your proxy card and return it in the postage-paid envelope provided with your proxy materials or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717	​
​								​

Sincerely,

FLEETCOR

Corpay Board of Directors

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be Held on June 9, 2023:6, 2024: Our Proxy Statement and Annual Report to Shareholders are available at https://investor.FLEETCOR.com.

2023 Notice of Annual Meeting & Proxy Statement

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investor.corpay.com.

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01.SUMMARYSUMMARY							​	​	5
	​	​		​	​	Proposals and Board Recommendations	​	​	5
02.FLEETCORCORPAY AT A GLANCE	​	​	6
	​	​		​	​	Our Vision	​	​	6
	​	​		​	​	Our Mission	​	​	6
	​	​		​	​	Our Strategy	​	​	7
	​	​		​	​	Our Performance	​	​	7
	​	​		​	​	Our Board of Directors	​	​	8
	​	​		​	​	Forward-Leaning Corporate Governance	​	​	8
	​	​		​	​	Forward-Leaning Compensation Practices	​	​	8
	​	​		​	​	Shareholder Engagement Results	8​	​	9
	​	​		​	​	Our Commitment to Culture, Diversity, Equity, Inclusion, Belonging and Sustainability	9​	​	11
Human Capital	9​	​		​	​	Culture	​	​	11
Culture	9​
​		​	​	Diversity, Equity, Inclusion & Belonging	9​	​	11
Employee Wellness	10​	​		​	​	Talent Acquisition	​	​	12
	​	​		​	​	Talent Development	10​	​	12
	​	​		​	​	Health and Wellness	​	​	13
	​	​		​	​	Voice of the Employee	10​	​	13
	​	​		​	​	Sustainability	11​	​	13
03.CORPORATE GOVERNANCE AND BOARD MATTERS	​	​	16
	​	​		​	​	Our Board of Directors	12​	​	16
	​	​		​	​	Director Nominees	13​	​	17
	​	​		​	​	Evaluation and Evolution of Our Board	17​	​	21
	​	​		​	​	Board Meetings and Committees	17​	​	21
	​	​		​	​	Board Committee Membership	​	​	22
	​	​		​	​	Audit Committee	18​	​	22
	​	​		​	​	Compensation Committee	18​	​	22
	​	​		​	​	Nomination and Governance Committee	19​	​	23
	​	​		​	​	Executive and Acquisitions Committee	19​	​	23
	​	​		​	​	Information Technology and Security Committee	19​	​	23
Strategic Review Committee	19
Board Leadership​	19​
	​	​	Risk Oversight	20​	​	23
	​	​		​	​	Director Independence	21​	​	24
	​	​		​	​	20222023 Director Compensation	21​	​	24
	​	​		​	​	Director Qualifications	22​	​	25
	​	​		​	​	Director Nomination Process	22​	​	26
	​	​		​	​	Governance Policies	23​	​	26
04.INFORMATION REGARDING BENEFICIAL OWNERSHIP OF PRINCIPAL SHAREHOLDERS, DIRECTORS, AND MANAGEMENT	24​	​	27
05.COMPENSATION DISCUSSION AND ANALYSIS	​	​	29
	​	​		​	​	Leadership Transitions in 20222023	26​	​	29
	​	​		​	​	Navigating the Opportunities of 20222023	27​	​	30
2022 Performance	27​
​		​	​	Responsiveness to 20222023 Say-On-Pay Vote	28​	​	30
	​	​		​	​	2019-2023 CEO Equity Compensation	​	​	32
	​	​		​	​	CEO Long-Term Equity Compensation Awards	​	​	32
	​	​		​	​	Shareholder Outreach Generally	29​	​	33
	​	​		​	​	Forward-Leaning Compensation Practices	​	​	33
	​	​		​	​	Components of Compensation and Target	29
Direct Compensation Mix	30​	​	35
	​	​		​	​	Target Mix of Compensation	32​	​	36
	​	​		​	​	Equity Compensation in Prior Fiscal Years	33​	​	37
	​	​		​	​	Key Elements of 20222023 Named Executive Officer Compensation	34​	​	38
	​	​		​	​	Base Salary	34​	​	38
	​	​		​	​	Annual Cash Incentive	34​	​	38
	​	​		​	​	20222023 Performance Goals and Results for Cash Portion of Annual Incentive Award	35​	​	39
	​	​		​	​	Equity Awards	38​	​	44
	​	​		​	​	2021 Performance Stock Option Award for CEO	38​	​	44
	​	​		​	​	Other NEOs’ 20222023 Equity Awards	38​	​	44
	​	​		​	​	Performance Period for Non-CEO Equity Awards	​	​	44
	​	​		​	​	Performance Share Grants	38​	​	44
	​	​		​	​	Special Restricted Stock Awards	​	​	45
	​	​		​	​	Performance-Based Restricted Stock Unit (RSU) Grants	38​	​	45
	​	​		​	​	Stock Option Grants	40​	​	46
Prior-Year Equity Awards	40
Omission of Certain Goal Levels​	41​
	​	​	Other Compensation and Benefits	41​	​	46
	​	​		​	​	Process to Review, Revise, and Set Compensation	41​	​	47
	​	​		​	​	Compensation Peer Group	42​	​	47
	​	​		​	​	Information on Other Compensation-Related Topics	43​	​	48

06.20222023 NAMED EXECUTIVE OFFICER COMPENSATION							​	​	50
	​	​		​	​	20222023 Summary Compensation Table	44​	​	50
	​	​		​	​	All Other Compensation	45​	​	51
	​	​		​	​	20222023 Grants of Plan-Based Awards	46​	​	52
	​	​		​	​	Outstanding Equity Awards at 20222023 Fiscal Year-End	47​	​	53
	​	​		​	​	20222023 Option Exercises and Stock Vested	49​	​	55
	​	​		​	​	Potential Payments Upon Termination or Change in Control	50​	​	56
	​	​		​	​	Employment Agreements, Severance and Change of Control Benefits	50​	​	56
	​	​		​	​	Other NEOs	51​	​	57
	​	​		​	​	Equity Awards	51​	​	57
	​	​		​	​	Quantification of Potential Payments	52​	​	58
Officer Departures During 2022							53
07.EQUITY COMPENSATION PLAN INFORMATION	53​	​	59
08.COMPENSATION COMMITTEE REPORT	53​	​	59
09.COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION	53​	​	59
10.CEO PAY RATIO	54​	​	60
11.PAY VERSUS PERFORMANCE DISCLOSURE	54​	​	60
	​	​		​	​	Pay Versus Performance Table	55​	​	61
	​	​		​	​	TSR and Peer TSR vs. Compensation Actually Paid	56​	​	63
	​	​		​	​	Net Income vs. Compensation Actually Paid	56​	​	63
	​	​		​	​	Adjusted EPSEPS-COMP vs. Compensation Actually Paid	56​	​	63
12.CERTAIN RELATIONSHIPS AND RELATED-PARTY TRANSACTIONS	57​	​	64
13.DELINQUENT SECTION 16(A) REPORTS	57​	​	64
14.FIVE YEAR STOCK PERFORMANCE GRAPH	57​	​	64
15.AUDIT COMMITTEE REPORT	58​	​	65
16. Audit CommitteeAUDIT MATTERS							59​	​	67
16.AUDIT MATTERS​	60​
	​	​	Fees Billed by Ernst & Young LLP	60​	​	67
	​	​		​	​	Audit Fees	60​	​	67
	​	​		​	​	Audit Related Fees	60​	​	67
	​	​		​	​	Tax Fees and All Other Fees	60​	​	67
	​	​		​	​	Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditor	60​	​	67
17.PROPOSAL 1: ELECTION OF DIRECTORS	61​	​	68
18.PROPOSAL 2: RATIFICATION OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 20232024	61​	​	68
19.PROPOSAL 3: ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION	62​	​	69
20. PROPOSAL 4: SHAREHOLDER PROPOSAL FOR INDEPENDENT BOARD CHAIRMAN							​	​	69
21. 20.OTHER BUSINESSPROPOSAL 4: ADVISORY VOTE TO APPROVE THE FREQUENCY OF SHAREHOLDER VOTING ON COMPENSATION OF NAMED EXECUTIVE OFFICERS							62​	​	71
22. BOARD LEADERSHIP							​	​	71
23. 21.ADDITIONAL INFORMATIONPROPOSAL 5: PROPOSAL TO AMEND THE SHAREHOLDERS’ RIGHT TO CALL A SPECIAL MEETING							63​	​	72
Proposal 5 — Special Shareholder Meeting Improvement	63
Other Business​	64
​
22.ADDITIONAL INFORMATION	64​
​	Shareholder Proposals	64​	​	72
	​	​		​	​	Universal Proxy Rules	​	​	72
	​	​		​	​	Solicitation of Proxies	65​	​	73
	​	​		​	​	Voting Procedures	65​	​	73
	​	​		​	​	Where to Find More Proxy Voting Information:Information	66​	​	74
	​	​		​	​	Householding of Proxy Materials	66​	​	74
24. APPENDIX A:							​	​	75
23.APPENDIX A:	67​
​		​	​	Management’s Use of Non-GAAP Financial Measures	67​	​	75
	​	​		​	​	Adjusted Net Income and Adjusted Net Income Per Diluted Share	67​	​	75
	​	​		​	​	Reconciliation of Net Income to Pro Forma Adjusted Net Income	69​	​	76

4	2023 Notice of Annual Meeting & Proxy Statement

4  2024 Notice of Annual Meeting & Proxy Statement

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01.SUMMARY

​
Information About Our 20232024 Annual Meeting	​
​
Date and Time: Friday,Thursday, June 9, 2023,6, 2024, at 10:00 a.m. Eastern Daylight Time	​
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Place: Our offices at 3280 Peachtree Road, Suite 2400, Atlanta, Georgia 30305	​
​
Record Date: April 17, 2023 (73,828,11011, 2024 (71,199,308 common shares and 276,222291,079 unvested restricted shares entitled to vote as of the record date).	​
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Voting: Holders of common shares as of the close of business on April 17, 202311, 2024 may vote at the Annual Meeting. One vote per share for each director nominee and each of the other proposals described below.	​

Proposals and Board Recommendations

​		​	​	Proposal	​	​	Board Recommendation	​	​	For More Information

​	Proposals and Board Recommendations	​
​
	Proposal	Board Recommendation	For More Information
	To elect the eleven directors	​	​	FOR each nominee	​	​	Page 6168
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	To ratify the reappointment of Ernst & Young LLP as our independent public accounting firm for 20232024	FOR​	​	FOR	​	​	Page 6168
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	To approve, on an advisory basis, named executive officer compensation	FOR​	​	FOR	​	​	Page 6269
​		​
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	To approve, on an advisory basis, the frequency of shareholder voting on compensation of named executive officers	ONE YEAR	Page 62
	To vote on a shareholder proposal to amend the shareholders’ right to call a special meeting of shareholders,regarding an independent Board chair requirement, if properly presented at the meeting	AGAINST​	​	AGAINST	​	​	Page 6369
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	For complete information regarding our 20232024 annual meeting of shareholders, the proposals to be voted on and our performance, please review the entire proxy statement and our 20222023 annual report, available at https://investor.FLEETCOR.cominvestor.corpay.com and proxyvote.com.

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2024 Notice of Annual Meeting & Proxy Statement  5

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02.FLEETCOR CORPAY AT A GLANCE

$3.4B  ANNUAL REVENUE 100+  COUNTRIES 1.7B+  TRANSACTIONS PER YEAR ~10,000 EMPLOYEES As of December 31, 2023

FLEETCOR Technologies, Inc. (“FLEETCOR”) is a leading global provider of digital payment solutions that enables businesses to control purchases and make payments in a smarter, simpler and better way. We serve businesses, partners, merchants, consumers and payment networks in North America, Latin America, Europe, and Asia Pacific.

Businesses spend an estimated $135 trillion each year with other businesses. In many instances, they lack the proper tools to monitor what is being purchased, and employ manual, paper-based, disparate processes and methods to both approve and make payments for their purchases. This often results in wasted time and money due to unnecessary or unauthorized spending, fraud, receipt collection, data input and consolidation, report generation, reimbursement processing, account reconciliations, employee disciplinary actions, and more.

Our wide range of modern, digitized solutions generally provides control, reporting, and automation benefits superior to many of the payment methods businesses often used such as cash, paper checks, general purpose credit cards, as well as employee pay and reclaim processes. In addition to delivering meaningful value to our customers, our solutions also share several important and attractive business model characteristics such as:

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​Corpay, Inc. (“Corpay”) is a leading global provider of corporate payment solutions that enables businesses to control purchases and make payments in a smarter, simpler and better way. We serve businesses, partners, merchants, and consumers in North America, Latin America, Europe, and Asia Pacific.   Businesses spend an estimated $135 trillion of non-payroll spend each year with other businesses. In many instances, they lack the proper tools to monitor what is being purchased, and employ manual, paper-based, disparate processes to both approve, schedule and make payments for their purchases. This often results in wasted time and money due to unauthorized spending, fraud, receipt collection, data input and consolidation, report generation, reimbursement processing, account reconciliations, employee disciplinary actions, and more.   Our wide range of modern, payment solutions generally provides control, reporting, and automation benefits superior to many of the payment methods businesses use, such as cash, paper checks, general purpose credit cards, as well as employee pay and reclaim processes. In addition to delivering meaningful value to our customers, our solutions also share several attractive business model characteristics such as:    Customers are primarily businesses, which tend to have relatively predictable, consistent volumes;

are very diverse across size, need and geography;  Recurring revenue models driven by recurring volume and higherhigh retention, resulting in very predictable revenue;

Similar business-to-business (B2B) selling systems with common sales approaches (e.g. digital sales), management and reporting;

Specialized technology platforms and proprietary payment acceptance networks, which create competitive advantages and barriers to entry; and

High EBITDA margins and cash flow translation and limited capital investment requirements.investment.   Our Vision   Corpay’s vision is that every payment is digital, every purchase is controlled, and every related decision is informed. Digital payments are faster and more secure than paper-based methods such as checks, and provide timely and detailed data which can be utilized to effectively reduce unauthorized purchases and fraud, automate data entry and reporting, and eliminate reimbursement processes. Combining this payment data with analytical tools delivers powerful insights, which managers can use to better run their businesses.   Our Mission   Corpay’s mission is to Simplify Corporate Payments on all non-payroll expenses. Through the digitalization of payments, we support ecosystems which benefit all participating constituents: payment-making customers, payment-accepting merchants, tax-collecting governments, and Corpay.

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Our Vision

FLEETCOR’s vision is that every payment is digital, every purchase is controlled, and every related decision is informed. Digital payments are faster and more secure than paper-based methods such as checks, and provide timely and detailed data which can be utilized to effectively reduce unauthorized purchases and fraud, automate data entry and reporting, and eliminate reimbursement processes. Combining this payment data with analytical tools delivers powerful insights, which managers can use to better run their businesses.

Our Mission

FLEETCOR’s mission is to provide businesses with a smarter way to pay. Through the digitalization2024 Notice of payments, we create and support robust ecosystems which benefit all participating constituents: payment-making customers, payment-accepting merchants, tax-collecting governments, and FLEETCOR.Annual Meeting & Proxy Statement

As of December 31, 2022

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Our Strategy

We are executing on a strategy of optimizing assets, leveraging similar selling methods, and bundling and cross-selling value-added solutions. We continue to enhance our solutions to displace inferior payment methods, improve customers’ mobile and digital experiences, and extend utility. We actively market and sell to current and prospective customers leveraging a multi-channel go-to-market approach, which includes comprehensive digital channels, direct sales forces and strategic partner relationships. We supplement our organic growth strategy and sales efforts by pursuing attractive acquisition opportunities, which serve to strengthen and extend our

market positions and create value even faster.accelerate growth. We’ve simplified

the Company by consolidating into three operating segments—Vehicle Payments, Corporate Payments and Lodging Payments—and we will rationalize businesses that are not core. With a long, proven operating history, FLEETCORCorpay now serves hundreds of thousands of business customers with millions of cardholders making payments to millions of vendors around the world.

Our Performance

FLEETCOR

Corpay has become a global leader in business payments by deliveringdelivered a superior track record of growth, generating compound annual growth rates of 18% in revenue and 20% in adjusted net income per diluted share (or “Adjusted EPS”) since going public in 2010.

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(1) Revenues before 2018 are presented pre-adoption of ASC 606.

(2) Non-GAAP financial measures. See appendix for reconciliation of non-GAAP measures to GAAP.

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Our Board of Directors

In order to oversee our complex, global business, our Board is comprised of experienced individuals who are engaged in their duties and invested in our Company’s success. Our Board recognizes the importance of independence from management and ensures its responsiveness to shareholders by directly connecting directors’ interests with those of our shareholders. Our Board and management have taken a long-term view toward shareholder engagement and recognize that continuous solicitation and consideration of shareholder feedback is critical to driving growth and creating shareholder value.

As a result, we regularly engage with our shareholders throughout the year by multiple means to encourage ongoing, meaningful dialogue.

We encourage you to visit the “Corporate Governance” area of the “Investor Relations” section of our website (https://investor. FLEETCOR.com)investor.corpay.com) where you will find detailed information about our corporate governance practices, including our key governance documents listed below:

Code of Business Conduct and Ethics

Policy Regarding Interested Party Communications with the Board of Directors

Corporate Governance Guidelines

Insider Trading Policy

Board Committee Charters

The reports and other information contained on websites referred to in this proxy statement (other than to the extent specifically referred to herein as required by the rules of the NYSE or the SEC) are not part of this proxy solicitation and are not incorporated by reference into this proxy statement or any other proxy materials.

Forward-Leaning Corporate Governance

In response to our shareholder engagement efforts and recent shareholder votes at our annual meetings, we have taken significant steps to adopt many corporate governance best practices:

BroaderBroad Director diversity search criteria

Declassified Board of Directors

Lead Independent Director

Majority voting in Director elections

Expanded shareholder engagement

Proxy access

Shareholder right to call special meetings

Shareholder right to act by written consent

No supermajority shareholder voting

Regular review of governance practices

Continued the expansion of our environmental, social and governance (ESG) initiatives, including the continued publication of annual Corporate Responsibility and Sustainability report

Forward-Leaning Compensation Practices

FLEETCOR

Corpay has also embraced best practices in our compensation programs, which strongly support our pay-for-performance philosophy and culture:

NEO compensation aligned with Company and, as applicable, division performance

Base salary levels generally at or below peer median

Target annual cash incentives generally at or below peer median

Significant portion of NEO compensation generally delivered in the form of equity-based awards

Different performance metrics for different compensation components

Incentive payouts tied closely to achieving published guidance where applicable

Significant stock ownership requirements

No repricing or cashing out of underwater stock options or stock appreciation rights

No hedging or pledging of common shares

No excise tax gross-ups

No excessive perquisites

Maintain a compensation clawback policy

Double-trigger change of control provisionsBelow-market severance policies

Below-market severance coverage

Shareholder engagement includes nomination and governance committee Chair, additional Board members and management

Regular review of compensation programs

Utilize an independent compensation consultant

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Shareholder Engagement Results

Our 20222023 shareholder outreach regarding executive compensation was a continuation of our annual comprehensive shareholder engagement plan. We have taken decisive action in recent years in response to our shareholder outreach initiatives and we believe that our compensation practices address the feedback we received. Our stockholder engagement ensured that

Since we heardmailed our Proxy Statement for the feedback2023 annual meeting, we contacted our 10 largest shareholders (excluding our CEO), and select others from the next 15 largest shareholders who voted against say-on-pay and/or against certain Directors at the 2023 annual meeting. These shareholders held approximately 64.3% of our shareholders — in addition to generous access to the management team, after we mailed the 2022 Proxy, but before the 2022 stockholder meeting, we offered the opportunity to discuss our Proxy with our top 10 stockholders ascommon shares (as of December 31, 2021.

2023). Of those we attempted to engage, 50% of those shares accepted our invitation and attended video or telephonic meetings. A majority of these

meetings were attended by the Chair of the compensation committee, and remaining meetings were attended by the Lead Independent Director, Chair of the nomination and governance committee, or Chair of the information technology and security committee. These meetings occurred periodically in 2023. During the meetings, we requested specific feedback on our 2023 say-on-pay vote and any issues shareholders had with our compensation program or our governance practices, and solicited their thoughts on how we might address these issues. Importantly, the changes to our 2023 compensation practices reflect shareholder feedback received from our 2022 say-on-pay process, some of which was similar to input provided by shareholders from our 2023 say-on-pay process. As such, our remediation efforts in response to the pay program issues raised by shareholders in both 2023 and 2024 are reflected in the table on the next page.

8	2023 Notice of Annual Meeting & Proxy Statement

 

TABLE OF CONTENTS

TABLE OF CONTENTS

Our Commitment to Culture, Diversity, Equity, Inclusion, Belonging and Sustainability

Corporate responsibility promotes the long-term interests of our shareholders and strengthens Board and management accountability. Our corporate strategy includes a focus on how environmental and social issues may impact the long-term interests of our shareholders and other stakeholders. We believe that environmentally and socially responsible operating practices are important considerations while generating value for our shareholders, being good partners with our customers by providing efficient payment solutions, and being a good employer to our employees.

We created a sustainability working group in 2020, consisting of dedicated internal resources and external advisors to address environmental, social, and governance (ESG) factors that are important to our business. During 2021 and 2022, our sustainability working group continued to evaluate potential ESG risks and opportunities relevant to our Company based on the views held by our shareholders, leading ESG frameworks, and ESG rating agencies. We utilized aspects of the Sustainability Accounting Standard Board and the Task Force on Climate-related Financial Disclosures to evaluate our practices.

Human Capital

As of December 31, 2022, FLEETCOR2023, Corpay employed approximately 10,000 associates located in over 1821 countries around the world, with approximately 4,100 of those associates based in the United States. At FLEETCOR, we strongly believe that talent is a strong determinant of the Company’s performance and success.U.S. Our values-driven people programs, practices and policies have been developed to ensure we are able to attract, retain and develop the quality of talent necessary to advance our key initiatives and achieve our strategic objectives. We are firmly committed to delivering a strong employee value proposition and unique employment experience to our associates which, in turn, should lead to better customer experiences and business outcomes.

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Core Values INNOVATION Figure out a better way COLLABORATION Accomplish more together EXECUTION Get it done outputs matter INTEGRITY Do the right thing PEOPLE We make the difference

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Culture We strongly believe that commitment to our culture is a strong determinant of the Company’s performance and success. Our culture has evolved through time, as the Company has grown considerably both organically and through acquisitions. Despite Corpay’s expansive size and geographic scope, we retain a strong entrepreneurial spirit, and share a common vision, mission and set of values, which together serve as cornerstones to our “One Corpay” culture. Our core values, listed below, are infused in all aspects of Corpay, and guide our employee selection, behavior and interactions with both internal and external stakeholders. Through our relentless efforts to improve our workplace at Corpay, we have been awarded the 2022 Most Loved Workplace certificate by the Best Practices Institute. Diversity, Equity, Inclusion & Belonging As of December 31, 2023, females represented approximately 52% of our global workforce and approximately 17% of our senior leadership team, while ethnic minorities comprised approximately 36% of our domestic workforce and approximately 17% of our senior leadership team. Our diversity, equity, inclusion and belonging (DEIB) programs foster a culturally diverse and inclusive environment and create a true sense of belonging. Our global diversity council, three regional councils and nine employee resource groups (each, an ERG) are built to bring diversity, equity, inclusion and belonging into all aspects of our global operations. The councils and ERGs are vital to creating an environment where all employees are able to prosper. Our ERGs allow a safe space for traditionally underrepresented employees to connect and discuss experiences. The ERGs also provide Corpay with perspectives on the unique needs and lived experiences of those who are traditionally underrepresented.

CultureTABLE OF CONTENTS

Our culture has evolved through time, as the Company has grown considerably both organically and through acquisitions. Despite FLEETCOR’s expansive size and geographic scope, we retain a strong entrepreneurial spirit, and share a common vision, mission and set of values, which together serve as cornerstones to our “One FLEETCOR” culture. Our core values, listed below, are infused in all aspects of FLEETCOR, and guide our employee selection, behavior and interactions with both internal and external stakeholders.

Diversity, Inclusion & Belonging

Our focus on diversity, inclusion and belonging (DIB) is important to our successful “One FLEETCOR” culture. As of December 31, 2022, females represented approximately 53% of our global workforce and approximately 24% of our senior leadership team, while minorities comprised approximately 34% of our domestic workforce and approximately 12% of our senior leadership team.

Fostering a culturally diverse and inclusive environment and creating a true sense of belonging are among our top priorities. Our global diversity council, three regional councils and nine employee resource groups (each, an ERG) are dedicated to building diversity, inclusion and belonging into all aspects of our global operations. Sponsored by the Chairman of the Board and CEO, the councils and ERGs are vital to creating an environment where all employees are able to prosper. Our ERGs allow a safe space for traditionally underrepresented employees to connect and discuss experiences. The ERGs also provide FLEETCOR with perspectives on the unique needs and lived experiences of those who are traditionally underrepresented.