PROPOSALS

PROPOSAL 1. ~~APPROVAL~~ELECTION OF ~~THE FLEETCOR TECHNOLOGIES, INC. AMENDED AND RESTATED 2010 EQUITY COMPENSATION PLAN, INCLUDING AN INCREASE IN THE NUMBER OF SHARES AVAILABLE FOR ISSUANCE UNDER THE PLAN~~

~~Introduction~~DIRECTORS

The ~~Company previously adopted~~Board of Directors, based on the ~~FleetCor Technologies, Inc. 2010 Equity Compensation Plan (the “2010 Plan”), which became effective upon~~recommendations of our compensation, nominating and corporate governance committee, has nominated the ~~completion~~following individuals for election as Class III directors of the ~~initial public offering~~Company, to serve a three-year term, if elected:

Ronald F. Clarke

Joseph W. Farrelly

Richard Macchia

Each nominee is presently a director of the ~~Company’s common stock.~~ Company and has consented to serve a new three-year term, if elected.

Our Board of Directors recommends that you vote "FOR" each of these nominees.

PROPOSAL 2. RATIFICATION OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2019

The 2010 Plan was subsequently amended and restated effective May 30, 2013 (the “2013 Plan”), pursuant to which the number of shares of the Company’s common stock available for future grants under the 2013 Plan was increased from 6,750,000 shares to 13,250,000 shares. The shares reserved under the 2013 Plan have nearly been exhausted. The Company would like to be able to attract key talent in the first quarter of 2018, prior to the time of the 2018 annual meeting. The Company also would like to be able to make grants to certain existing key employees, which typically occur in the first calendar quarter, to reward 2017 performance or incent performance for fiscal year 2018. The Board and the compensationaudit committee of the Board ~~(the “Compensation Committee”)~~has selected Ernst & Young LLP as the independent registered public accounting firm for fiscal year 2019. Stockholder ratification of the appointment is not required under the laws of the State of Delaware, but the audit committee has decided to request that the stockholders ratify the appointment. A representative of Ernst & Young LLP will be present at the meeting to answer appropriate questions from stockholders and will have ~~determined~~the opportunity to make a statement on behalf of the firm, if desired.

If this proposal is not approved by our stockholders at the Annual Meeting, the audit committee will reconsider its selection of Ernst & Young LLP. Even if the selection is ratified, the audit committee may, in its discretion, select a different registered public accounting firm at any point during the year if it determines that ~~it is~~making a change would be in the best ~~interest~~interests of FLEETCOR and our stockholders.

Our Board of Directors recommends that you vote "FOR" the ratification of Ernst & Young LLP as our independent registered public accounting firm.

PROPOSAL 3. ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION

Pay that reflects performance and alignment of pay with the long-term interests of our stockholders are key principles that underlie our compensation program. In accordance with the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), stockholders have the opportunity to vote, on an advisory basis, on the compensation of our named executive officers. This is often referred to as say on pay, and provides you, as a stockholder, with the ability to cast a vote with respect to our executive compensation programs and policies and the compensation paid to the named executive officers for 2018 as disclosed in this Proxy Statement. The following resolution is submitted:

RESOLVED, that the compensation paid to our named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion set forth in this Proxy Statement is hereby APPROVED.

Although the advisory vote on executive compensation is non-binding, the compensation, nominating and corporate governance committee will review the voting results. The committee will consider the constructive feedback obtained through this process in making decisions about future compensation arrangements for our named executive officers.

As required by the Dodd-Frank Act, this vote does not overrule any decisions by the board of directors, will not create or imply any change to or any additional fiduciary duties of the ~~Company~~board of directors and ~~our~~will not restrict or limit the ability of stockholders generally to ~~amend and restate the 2013 Plan, establishing the A&R Plan. The A&R Plan will increase the number of shares of common stock available~~make proposals for ~~issuance of future grants by 3,500,000 shares, allowing us~~inclusion in proxy materials related to ~~continue to attract, motivate, and retain key talent and align their interests with those of our stockholders. The A&R Plan also incorporates several other plan enhancements as noted below.~~executive compensation.

Our Board of Directors recommends that you vote “FOR” the approval of executive compensation.

PROPOSAL 4. AMENDING THE COMPANY'S CHARTER TO DECLASSIFY THE BOARD

At the Company's June 6, 2018 Annual Meeting, the stockholders approved a stockholder proposal to declassify the ~~A&R Plan~~Company’s Board of Directors into one class, with all directors elected annually. In response to the stockholder vote on ~~December 20, 2017, upon~~this matter, the ~~recommendation~~Board of ~~the Compensation Committee, subject to stockholder approval. We are now~~Directors has approved, and is asking our stockholders to approve, the A&R Plan, and the A&R Plan will not become effective if stockholder approval is not received. If we do not obtain stockholder approval of the A&R Plan, then once we exhaust the current share reserve under the 2013 Plan, we will lose access to an ~~important compensation tool that is key~~amendment (the “Charter Amendment”) to our ~~ability~~Amended and Restated Certificate of Incorporation (the “Charter”) to ~~attract, motivate, reward, and retain our key employees and directors. As of December 28, 2017, only 277,821 shares remain available for grant, and we expect this share reserve to be exhausted in~~phase out the first quarter of 2018, so we have limited ability to attract, retain and incent key employees unless we receive approval of the A&R Plan. In connection with last year’s Say on Pay vote and since that time, members of the Compensation Committee and management have reached out to stockholders to seek feedback regarding our Company’s executive compensation policies. In response to stockholder feedback, and to help manage the duration of the requested additional shares in the A&R Plan, no equity grants from the additional 3,500,000 shares will be made to our Chairman & CEO Ron Clarke over the next two years (2018 and 2019).

~~As of December 15, 2017, our stock has appreciated by approximately 254% over the past 5 years since December 31, 2012, and by approximately 598% since the time~~classified structure of our initial public offering on December 15, 2010. In contrast, over the same time periods the Dow Jones Industrial Average and the S&P 500 Index appreciated approximately 88% each over 5 years and approximately 115% and 117%, respectively, over the 7 years since our initial public offering. Our Board believes that equity grants have played an important role in focusing our key employees and directors on long-term stockholder value creation. The A&R Plan will allow us to grant equity long-term incentive compensation awards to our key employees and directors. Our Board believes that the effective use of equity long-term incentive compensation awards is vital to our ability to attract, retain, reward, and motivate our key employees and directors. Our Board believes that this, in turn, helps us achieve our growth objectives and enhance stockholder value. Stockholder approval of the A&R Plan will allow us to continue to provide these incentives.

~~Key Reasons Why You Should Vote to Approve the A&R Plan~~

~~Our Board recommends that~~Directors. If you approve ~~the A&R Plan for the following reasons:~~

~~Recruitment and Retention~~.~~The A&R Plan will enable us to attract, retain, motivate and reward our key employees.~~

~~Alignment with Stockholder Interests and Pay-for-Performance~~.~~Equity awards serve to align the interests of our key employees with those of our stockholders, focus our key employees on driving stockholder value accretion, and further link pay with performance.~~

~~Plan Enhancements.~~As noted below, the A&R Plan adds a number of plan enhancements, such as minimum vesting requirements, further prohibitions on “liberal share recycling”, and new limits on annual individual grants for non-employee directors.

~~Competitive Advantage~~.We view equity awards as a crucial component of our compensation program, which enable us to remain competitive within our industry, as equity-based compensation for executives is customary among public companies.

~~Reasonable Share Reserve~~.We are seeking to reserve a number of shares for issuance pursuant to the A&R Plan that we believe is reasonable and that we estimate would be sufficient to accommodate approximately three to four annual grant cycles based on our historical and anticipated grant practices, the current value of our stock, and the fact that no awards from the 3,500,000 shares will be granted to our Chairman & CEO Ron Clarke over the next two years (2018 and 2019).

the Charter Amendment, all directors elected by the stockholders at and after the 2020 annual meeting of stockholders will be elected for one-year terms.

~~Key Features~~The Charter currently divides the Board into three classes, with directors of each class being elected to serve three-year terms. This creates the staggered, or “classified,” board structure that we have used since becoming an independent, publicly traded company in 2010. Under this structure, only one class of directors, constituting approximately one-third of the ~~A&R Plan~~Board, is considered for election each year. We are therefore asking you to approve the Charter Amendment to phase out the classified structure of our Board and to establish annual elections for all of our directors.

~~We believe that~~The Board has unanimously adopted the ~~A&R Plan reflects~~amendment, subject to stockholder approval at the annual meeting. If approved by the stockholders at this annual meeting, the Charter Amendment will become effective upon the filing of a ~~broad range~~Certificate of ~~compensation and governance best practices,~~Amendment to our Charter with ~~some~~the Secretary of State of Delaware, which we will do promptly after the annual meeting. The Charter Amendment is set forth in its entirety in Appendix A to this proxy statement.

The proposed amendment would modify Article SIXTH of the ~~key features as follows:~~

~~No Liberal Share Recycling~~.~~The A&R Plan~~Certificate to phase out our Board’s classified structure. If the amendment is ~~not subject~~adopted, at the annual meeting of stockholders held in 2020, the directors whose terms expire in 2020 shall stand for election to ~~liberal share “recycling” provisions, meaning (among other things) that shares used~~hold office for a term expiring at the annual meeting of stockholders held in 2021; at the annual meeting of stockholders held in 2021, the directors whose terms expire in 2021 shall stand for election to ~~pay~~hold office for a term expiring at the ~~exercise price~~annual meeting of ~~stock options,~~stockholders held in 2022; and ~~shares tendered or withheld to satisfy tax withholding obligations with respect to an award, do not again become available~~at the annual meeting of stockholders held in 2022 and at each annual meeting of stockholders thereafter, each director shall be elected for ~~grant.~~

~~No “Reload” Stock Options.~~ ~~The A&R Plan does not permit grants of stock options with~~ a ~~“reload” feature that would provide for additional stock options to be granted automatically to a participant upon the participant’s exercise of previously-granted stock options.~~

~~Minimum Vesting Requirements~~.~~No award granted under the A&R Plan may vest prior to the first anniversary of the applicable grant date, subject to limited exceptions noted below and in Section 3.6 of the A&R Plan.~~

~~Director Grant Limit~~. ~~No director in any calendar year may be granted awards which have an aggregate fair value in excess of $500,000.~~

~~CEO Grant Prohibition.~~ ~~The A&R Plan provides that no awards from the 3,500,000 shares will be granted to our Chairman & CEO Ron Clarke over~~term expiring at the next ~~two years (2018 and 2019).~~

~~No Repricing or Replacement~~succeeding annual meeting of ~~Options or Stock Appreciation Rights (“SARs”)~~. Options and SARs granted under the A&R Plan may not be repriced, replaced or re-granted through cancellation or modification without stockholder approval if the effect would be to reduce the exercise price for the shares under the award. Cash buyouts of underwater awards are not permitted.

~~No In-the-Money Option or SAR Grants~~.~~The A&R Plan prohibits the grant of options or SARs with an exercise or base price less than 100% of the fair market value of our common stock on the date of grant.~~

~~No Dividend Payments on Unvested Awards~~. ~~Dividends and dividend equivalents in respect of unvested stock grants are not paid unless~~stockholders and until such ~~awards vest. Dividends or dividend equivalents are not payable~~director’s successor shall have been elected.

Consistent with ~~respect to options or SARs.~~

~~No “Evergreen” Provision.~~ ~~The~~Delaware law for corporations having classified boards, the Certificate currently provides that directors may be removed from office only for cause and only by the affirmative vote of the holders of at least a majority of the total ~~number~~voting power of the outstanding shares of ~~common~~our capital stock entitled to vote thereon, voting together as a single class. The amendment provides that, except for directors who were elected prior to our 2020 annual meeting, and any director appointed by the Board to replace any such director, directors may be ~~issued under~~removed with or without cause by the ~~A&R Plan is limited~~required stockholder vote. Directors who were elected prior to ~~the share reserve that is subject to stockholder approval. That is, the A&R Plan does not include an automatic share replenishment provision (also known as an “evergreen” provision).~~

~~No Increase to Shares Available for Issuance without Stockholder Approval.~~ ~~The A&R Plan prohibits~~our 2020 annual meeting, and any increase in the total number of shares of common stock that may be issued under the A&R Plan without stockholder approval, other than adjustments in connection with certain corporate reorganizations, changes in capitalization and other events, as described below.

~~No Single-Trigger Accelerated Vesting; No Gross-Ups~~.Under the A&R Plan, there is no single-trigger accelerated vesting in connection with a change in control where the awards are continued or the acquirer assumes the awards or grants substitute awards. Further, the A&R Plan does not provide for excise tax gross-ups.

~~Share Reserve~~

Under the 2013 Plan, 13,250,000 shares of common stock were originally reserved for issuance (the “2013 Plan Reserve”). All shares of the 2013 Plan Reserve are available for grant as incentive stock options or non-incentive stock options, but a maximum of 3,194,550 shares of the 2013 Plan Reserve may be issued with respect to past and future stock grants. As of December 28, 2017, only 277,821 shares remain in the 2013 Plan Reserve available for future grants, of which 277,821 shares can be made in the form of future stock grants. As of December 28, 2017, the market value for our common stock was $193.38 per share.

~~If the A&R Plan, as described in Proposal 1 above, is approved~~director appointed by stockholders, the number of shares of common stock reserved for issuance of grants under the A&R Plan would increase by 3,500,000 shares (the “Share Increase”) to 16,750,000 shares. Therefore, the sum of the Share Increase, plus the 277,821 shares remaining in the 2013 Plan Reserve as of December 28, 2017, or 3,777,821 shares, would be available for future grants. To allow greater flexibility in terms of future grant practices, the additional reserve of 3,500,000 shares may be granted in the form of any award type authorized under the A&R Plan, including stock options, stock grants, and performance shares. To date, most grants have been made in the form of stock options. Going forward, the Compensation Committee may decide to increase the emphasis on Stock Grants, including performance-contingent equity grants to senior executives, to help manage share usage and potential dilution under the A&R Plan and to further strengthen the linkage between senior executive pay and Company performance.

~~In its determination to approve the A&R Plan and the requested Share Increase,~~ the Board ~~sought~~ to ~~ensure that the Company~~replace any such director, would ~~have an available pool of shares from which~~continue to ~~grant such awards~~be removable only for ~~a reasonable period of time into the future. The Board believes these awards serve a key incentive and retention mechanism for the Company’s key employees and directors.~~cause.

In determining the Share Increase under the A&R Plan, the Board reviewed the Compensation Committee’s recommendations, which were made in consideration of information and analysis prepared by Pearl Meyer & Partners, LLC, the Compensation Committee’s independent compensation consultant. Specifically, the Compensation Committee considered the following:

~~Share Dilution / Overhang~~.The Compensation Committee considered the potential dilution from outstanding and future potential equity awards (“overhang”) both in absolute terms and relative to industry peers. At the end of fiscal 2016, approximately 9.5 million shares were subject to outstanding awards or remained available for future grants of awards, which represented approximately 10.3% of our common shares outstanding, or our overhang percentage. Total overhang as of the end of the third quarter in fiscal 2017 is approximately 10.0%, which is within customary levels for our peer group. If our stockholders do not approve ~~the A&R Plan, the additional 3,500,000 shares proposed~~this proposal, our directors will continue to be ~~added~~elected in three classes with staggered three-year terms and provisions of our Certificate relating to the ~~share reserve would increase our overhang percentage to approximately 13.6% total. The Company has no warrants or convertibles.~~

Asremoval of ~~December 28, 2017, outstanding grants under our existing equity compensations plans, including shares remaining available for grant thereunder, are provided in the table below:~~



~~Stock Options Outstanding~~			~~8,088,393~~
~~Stock Awards Outstanding~~			~~364,637~~
~~Common Stock Outstanding~~			~~89,753,989~~
~~Weighted Average Exercise Price of Stock Options Outstanding~~			~~$109.20~~
~~Weighted Average Contractual Life of Stock Options Outstanding~~			~~6.89 years~~
~~Total Shares Available for Grant Under Existing Plan~~			~~277,821~~

~~Basic Burn Rate.~~ Expressed as a percentage of common shares outstanding, the Company’s three-year average equity grant share usage or burn rate for 2014 through 2016 was equal to 1.77% and for 2015 through December 28, 2017 was equal to 2.12%, which is below customary levels for the software and services industry. Actual grants and weighted average common shares outstanding used to calculate the basic burn rate are provided in the table below:

Fiscal Year Options Granted Restricted Stock Granted Weighted Average Common Shares Outstanding Basic Burn Rate 3 Year Average Basic Burn Rate
2017 2,884,838
238,365
91,136,467
3.43 % 2015 - 2017 = 2.12%
2016 1,779,949
152,206
92,597,286
2.09 %

2015 654,166
126,015
92,023,168
0.85 % 2014 - 2016 = 1.77%
2014 1,544,084
466,633
84,317,473
2.38 %

~~Share Usage.~~ ~~If the A&R Plan is approved, we estimate that the shares reserved for issuance thereunder would~~directors will not be sufficient for approximately three to four years of awards, assuming we grant awards consistent with our current projections. Of course, we cannot predict future share usage with certainty, and circumstances may change and require us to reevaluate and modify our equity grant practices. However, based on the foregoing, we expect that we would not require an additional increase to the share reserve under the A&R Plan until 2020 or 2021 (primarily dependent on hiring activity and award levels during the next few years, as well as terminations and forfeitures), noting again that this timeline is an estimate and the share reserve under the A&R Plan could actually last for a longer or shorter period of time, depending on future circumstances, which we cannot predict with certainty at this time.

In light of the factors described above, and the fact that our ability to continue to grant equity compensation is vital to our ability to continue to attract and retain key personnel in the labor markets in which we compete, the Board has determined that the size of the requested Share Increase to the reserve under the A&R Plan is reasonable and appropriate at this time.

~~Stockholder Approval Requirement~~

Stockholder approval of the A&R Plan is necessary in order for us to (1) meet the stockholder approval requirements of the NYSE and (2) retain the ability to grant incentive stock options (“ISOs”).amended.

The ~~A&R Plan will become effective on the date on which it is approved by stockholders.~~

~~Description of the A&R Plan~~

~~The following~~general description of the ~~A&R Plan is a summary of the material provisions of the A&R Plan and~~proposed Charter Amendment described above is qualified in its entirety by reference to the ~~applicable provisions~~full text of the ~~A&R Plan, which is~~proposed amended Article SIXTH attached to this proxy statement as Appendix A.

Our Board of Directors recommends that you vote “FOR” for this proposal.

PROPOSAL 5. STOCKHOLDER PROPOSAL CLAWBACK POLICY

We have received notice of the intention of the Board of Trustees of the International Brotherhood of Electrical Workers Pension Benefit Fundand Connecticut Retirement Plans and Trust Funds to present the following proposal at the Annual Meeting. The text of the stockholder proposal and supporting statements appear exactly as received, other than minor formatting changes and attribution, which is bracketed. All statements contained in a stockholder proposal and supporting statement are the sole responsibility of the proponent of that stockholder proposal. We will provide the proponent’s address and number of shares the proponent beneficially owns upon oral or written request made to the Secretary of the Company.

The following is the text of the Stockholder Proposal of the Board of Trustees of the International Brotherhood of Electrical Workers Pension Benefit Fund and Connecticut Retirement Plans and Trust Funds:

RESOLVED, that shareholders of FleetCor Technologies, Inc. urge the Compensation Committee of the Board of Directors (the "Committee") to adopt a clawback policy to provide that the Committee will review, and determine whether to seek recoupment of, incentive compensation paid, granted or awarded to a senior executive if, in the Committee's judgement, (i) there has been misconduct resulting in a material violation of law of the Company's policy that causes significant financial or reputational harm to the Company, and (ii) the senior executive committed the misconduct or failed in his or her responsibility to manage or monitor conduct or risks; and disclose the circumstances of any recoupment if (i) required by law or regulation or (i) the Committee determines that disclosure is in the best interests of the Company and its shareholders.

"Recoupment" is (a) recovery of compensation already paid and (b) forfeiture, recapture, reduction or cancellation of amounts awarded or granted over which the Company retains control. These amendments should operate prospectively and be implemented so as not to violate any contract, compensation plan, law or regulation.

SUPPORTING STATEMENT [of the Board of Trustees of the International Brotherhood of Electrical Workers Pension Benefit Fundand Connecticut Retirement Plans and Trust Funds]

The Company does not have a clawback policy in cases of misconduct or a financial restatement. We believe it would enhance accountability to establish a clawback policy that applies in both situations.

Such a policy would also be strengthened by extending the policy to hold accountable a senior executive who did not commit misconduct but who failed in his or her management or monitoring responsibility. We also believe the Company should publicly disclose whether it recouped pay so investors know whether the policy is being enforced. We are sensitive to privacy concerns and urge that the revised policy provide for disclosure that does not violate privacy expectations (subject to laws requiring fuller disclosure).

Finally, our proposal does not mandate a clawback; rather, it gives the Committee discretion to decide whether recoupment is appropriate in particular circumstances.

~~Shares Available.~~ ~~The sum~~We [the Board of Trustees of the ~~Share Increase, plus~~International Brotherhood of Electrical Workers Pension Benefit Fundand Connecticut Retirement Plans and Trust Funds] urge shareholders to vote FOR this proposal.

FLEETCOR’s Statement in Opposition to the ~~277,821 shares remaining~~Proposal

Our Board Recommends You Vote "AGAINST" This Proposal.

The Board has considered the proposal for the compensation committee of the Board of Directors to adopt a clawback policy to provide that the compensation committee will review, and determine whether to seek recoupment of, incentive compensation paid, granted or awarded to a senior executive. After consideration, the Board has determined that this proposal is not in the ~~2013 Plan Reserve,~~best interests of the Company or its stockholders and recommends that the stockholders vote against this proposal.

The proposal would permit the Board to recover compensation from any executive deemed to have “failed in his or her responsibility to manage or monitor conduct and risks.” This undefined subjective standard is vague and overly broad and contemplates recoupment for conduct involving no violation of law and does not take into account any degree of personal culpability.

We maintain a ~~total~~strong pay-for-performance compensation model for our executives. Compensation is reviewed by our compensation committee annually and short term and long term incentives are awarded (and payouts determined) based on actual performance by each executive officer. Accordingly, our Board and compensation committee do not believe that compensation paid in prior years should be recoverable absent misconduct. Instead, we believe that poor business performance, failures to manage risk and similar matters should be addressed through the tools already at our disposal - namely, reductions in future incentive compensation, reductions in responsibility, and/or termination of ~~3,777,821 shares,~~employment. The proposed policy could actually discourage ethical business leaders from taking appropriate and necessary risks in our current competitive environment for fear of losing compensation without any individual misconduct. This result could undermine our strategy and the pay-for-performance model our compensation policies are ~~available~~designed to encourage. Further, such an imprecise, subjective standard could undermine our ability to recruit and retain executive talent, as few of our peer companies have a clawback policy with features like those set forth in the proposal.

In addition, existing law requires recoupment in certain circumstances, as well as certain related disclosures. The Sarbanes-Oxley Act of 2002 requires recoupment of some executives’ awards if a misstatement resulted from misconduct. SEC rules also required us to disclose in our proxy statement when compensation has been recouped, and the amount recouped, from our named executive officers. Where necessary to an understanding of our compensation policies and compensation decisions regarding the named executive officers, we must disclose in our proxy statement the reasons for ~~future grants under~~ the ~~A&R Plan.~~

~~All shares reserved for issuance shall remain available for issuance under~~recoupment and how we determined the ~~A&R Plan until issued pursuant~~amount to be recovered. Mandating public disclosure of all recoupment actions, beyond what is currently required by law, could be harmful to both the ~~exercise of any option or stock appreciation right, or issued pursuant~~Company and its executives. Decisions to ~~a stock grant. The A&R Plan’s share reserve shall be reduced~~disclose information are more properly made on a ~~one-to-one~~case-to-case basis, ~~when any shares are issued pursuant to~~balancing investors’ interest in information with applicable legal requirements, privacy concerns and other commercial considerations.

The Board believes this proposal is unnecessary because the exercise of any option or stock appreciation right, or issued pursuant to a stock grant. Any shares of common stock issued pursuant to a stock grant which are forfeited will be added back to the A&R Plan’s share reserve and will again betools available ~~for grants under the A&R Plan. The following shares will not be added back to the A&R Plan’s share reserve and will not be available for future grants:~~

~~any shares issued or otherwise used to satisfy any tax withholding obligation;~~

~~any shares which are tendered~~ to the Company to ~~pay~~address executive performance and conduct and existing SEC disclosure rules, effectively address the ~~option price~~concerns raised by the proponent. Furthermore, the recoupment of ~~an option~~compensation is not market competitive and the Board believes that should it pass, it will hurt the Company's ability to attract, retain and motivate employees.

For these reasons, the Board of Directors does not believe it is in the best interests of stockholders for our Company’s compensation committee to adopt the proponent’s requested clawback policy, and accordingly the Board of Directors opposes this proposal and recommends a vote against the proposal. Although we believe that existing legal requirements are a sufficient deterrent to financial

misconduct and that the stockholder proposal would not benefit stockholders, we are in communication with our largest stockholders to address their governance priorities, including their views regarding clawback policies.

Based on the foregoing, our Board of Directors recommends you vote "AGAINST" the stockholder proposal regarding a clawback policy, if properly presented at the meeting.

PROPOSAL 6. STOCKHOLDER PROPOSAL REGARDING EXCLUDING THE IMPACT OF SHARE REPURCHASES WHEN DETERMINING INCENTIVE GRANTS AND AWARDS

We have received notice of the intention of the Comptroller of the State of New York to present the following proposal at the Annual Meeting. The text of the stockholder proposal and supporting statements appear exactly as received, other than minor formatting changes and attribution, which is bracketed. All statements contained in a stockholder proposal and supporting statement are the sole responsibility of the proponent of that stockholder proposal. We will provide the proponent’s address and number of shares the proponent beneficially owns upon oral or ~~which are tendered~~written request made to the ~~Company in satisfaction~~Secretary of ~~any condition to a stock grant;~~the Company.

~~any shares that were subject to a stock-settled SAR that were not issued upon~~

The following is the ~~exercise~~text of ~~such SAR; and~~the Stockholder Proposal of the Comptroller of the State of New York:

~~any shares that are purchased by the Company with proceeds from the exercise of an option.~~

~~Administration~~Resolved~~. The Compensation Committee, or a subcommittee~~: Shareholders of FleetCor Technologies, Inc. (the "Company") urge the Compensation Committee ~~will administer~~of the ~~A&R Plan.~~Board of Directors to adopt a policy that financial performance metrics shall be adjusted, to the extent practicable, to exclude the impact of share repurchases when determining the amount or vesting of any senior executive incentive compensation grant or award. The ~~Compensation Committee has~~policy should be implemented in a way that does not violate existing contractual obligations or the ~~discretionary authority to interpret~~terms of any plan.

Supporting Statement [of the ~~A&R Plan~~Comptroller of the State of New York]

Stock buybacks affect many of the financial ratios used as performance metrics for incentive pay of senior executives, such as earnings per share, return on assets, and ~~to take such other action~~return on equity. While stock buybacks may also boost stock prices in the ~~administration and operation~~short term, we are concerned that they can deprive companies of capital necessary for creating long-term growth.

The Company uses earnings per share as a metric for its short-term bonus plans, a financial ratio that is impacted by share repurchases.

In our view, senior executives are responsible for improving our Company's operational performance, whereas the Board of Directors is responsible for determining when stock buybacks are appropriate. For this ~~Plan as~~reason, we believe that senior executives should not receive larger pay packages simply because the Compensation Committee deems equitable under the circumstances, which action shall be binding on all parties. All grants under the A&R Plan will be evidenced by a certificate that incorporates such terms and conditions as the Compensation Committee (or its subcommittee) deems necessary or appropriate.

~~Types of awards~~. The A&R Plan provides for the following types of awards to certain eligible employees and outside directors: stock options; stock grants; and stock appreciation rights (“SARs”). Under the A&R Plan, stock options may be ISOs or non-incentive stock options (“non-ISOs”). All shares of common stock available for issuance under the A&R Plan may be issued as ISOs or non-ISOs.

~~Eligibility.~~ The Compensation Committee may grant options, SARs or stock grants to key employees and to outside directors; provided that options that are intended to qualify as ISOs may only be granted to employees of FleetCor or a subsidiary or parent of FleetCor. “Key employee” means any employee of FleetCor or any subsidiary or parent or affiliate to whom the Compensation Committee decides for reasons sufficient to the committee to make a grant under the A&R Plan. During 2016, awards were granted to approximately 153 key employees and to 8 outside directors. As of December 28, 2017, there were approximately 196 employees who could be considered key employees and 8 outside directors eligible to participate in the A&R Plan.

~~Grant limits.~~ ~~The A&R Plan imposes the following grant limits:~~

~~Overall maximum annual grant limits:~~ No eligible employee in any calendar year may be granted options, SARs, and/or stock grants which in the aggregate are with respect to more than 1,000,000 shares of stock, subject to limited exceptions as noted below and in Section 13 of the A&R Plan.

~~Special grant limits applicable to the CEO Ron Clarke:~~ ~~During the 2018 and 2019 calendar years, none of the Share Increase will be used to grant options, SARs, or stock grants to the Chairman & CEO Ron Clarke.~~

~~Director annual grant limits:~~ No outside director in any calendar year may be granted options, SARs and/or stock grants which have an aggregate fair value in excess of $500,000, determined under applicable accounting standards as of the date of the grant.

~~Minimum Vesting requirement.~~ Any option, SAR or stock grant granted by the Compensation Committee after the effective date of the A&R Plan (the “Effective Date”) shall be subject to a minimum vesting period of not less than one year from the date the option, SAR or stock grant is awarded. However, the foregoing minimum vesting period shall not apply in connection with (a) a “change in control” (as defined in the A&R Plan), (b) a key employee terminating employment due to death or disability or a director ceasing service due to death or disability, (c) a substitute award granted in connection with corporate transactions that do not reduce the vesting period of the award being replaced, or (d) options, SARs or stock grants, which in aggregate cover a number of shares outstanding is reduced. Executive pay should be aligned with operational results. not ~~to exceed five (5%)~~financial engineering. We note, too, that shareholders voted against the advisory vote on executive compensation in 2018. FleetCor Technologies received the lowest vote support among S&P500 companies for the 2018 say-on-pay vote.

For these reasons, we [the Comptroller of the ~~total number~~State of ~~shares of stock available for issuance under~~New York] urge you to vote FOR this proposal.

FLEETCOR’s Statement in Opposition to the A&R Plan as of the Effective Date. For the purposes hereof, “disability” shall mean a physical or mental incapacity which impairs the individual’s ability to substantially perform his or her duties for a period of one hundred eighty (180) days, as determined by the Committee based on information provided to it. Any employment agreement or other agreement with a key employee or director which provides for the acceleration in vesting inconsistent with the requirements of this minimum vesting requirement shall not apply with respect to any option, SAR or stock grant granted on or after the A&R Plan’s Effective Date.Proposal

~~Options.~~Our Board Recommends You Vote " Options may be granted by the Compensation Committee to eligible employees and outside directors under the A&R Plan, and may be granted for any reason the Compensation Committee deems appropriate, including as a substitute for compensation otherwise payable in cash. Each option will be evidenced by a certificate setting set forth whether the option is an ISO or a non-ISO and such otherAGAINST" This Proposal.

The Board has considered the proposal for the compensation committee of the Board of Directors to adopt a policy that financial performance metrics shall be adjusted, to the extent practicable, to exclude the impact of share repurchases when determining the amount or vesting of any senior executive incentive compensation grant or award. After consideration, the Board has determined that this proposal is not in the best interests of the Company or its stockholders and recommends that the stockholders vote against this proposal.

As discussed in “Compensation Discussion and Analysis”, the Company believes it is important for its executive compensation program to be aligned with the long-term interest of its stockholders. The compensation committee uses a combination of company-wide, business unit and individual performance goals and objectives for our executives.

Our fully-independent compensation committee established the programs and is best positioned to ensure that executive officers’ incentives are aligned with stockholders’ interests by having the flexibility to include share repurchases in calculating earnings per share so that stockholder and executive interests are aligned. The proposal seeks to limit this flexibility of the compensation committee. The Company believes that its executive compensation program includes an appropriate mix of performance goals and objectives that reflect the Company’s long-term strategy. The implementation of the policy requested by this proposal would unduly restrict the compensation committee and is not in the best interest of stockholders.

For these reasons, the Board of Directors does not believe it is in the best interests of stockholders for our Company’s compensation committee to adopt the proponent’s requested incentive compensation policy, and accordingly the Board of Directors opposes this proposal and recommends a vote against the proposal.

terms and conditions of such grant as the Compensation Committee deems consistent with the terms of the A&R Plan. All shares available for issuance under the A&R Plan shall be available for issuance as either ISOs or non-ISOs. No option will provide for the automatic grant of a new option upon the exercise of such option, and if an option holder is granted both an ISO and a non-ISO, his or her right to exercise the ISO cannot be conditioned on his or her failure to exercise the non-ISO. The exercise price for options granted under the A&R Plan may not be less than the fair market value of our common stockBased on the option grant date. The Compensation Committee will not (except for adjustments as permitted by the A&R Plan in connection with a corporate transaction or change in control) take any action without stockholder approval to directly or indirectly reduce the exercise price of any outstanding option or to make a tender offer for any option if the exercise price exceeds the then fair market value of our common stock. Option recipients may, in the discretion of the Compensation Committee, pay the exercise price by using cash, check, stock or through an approved cashless exercise procedure. Subject to the minimum vesting period discussed above, options vest at the time or times determined by the Compensation Committee. The Compensation Committee, in its discretion, may require completion of a period of service as an eligible employee or outside director and/or satisfaction of a performance requirement before an option may be exercised. Options will expire at a time determined by the Compensation Committee, but in no event more than ten years after they are granted. At the Compensation Committee’s discretion, the option certificate may provide for the exercise of an option after an employee’s or director’s status has been terminated for any reason whatsoever, including death and disability.

~~Tax limitations on ISOs.~~ The aggregate fair market value, determined at the time of grant, of shares of our common stock with respect to ISOs that are exercisable for the first time by an option-holder during any calendar year under all of our stock plans may not exceed $100,000. No ISO may be granted to any person who, at the time of grant, owns or is deemed to own stock possessing more than ten percent of the total combined voting power of the Company, or of any subsidiary or parent of the Company unless (a) the option exercise price is at least 110% of the fair market value of the stock subject to the ISO on the date of grant and (b) the term of the ISO does not exceed five years from the date of grant.

~~Stock appreciation rights.~~ SARs may be granted by the Compensation Committee to eligible employees and outside directors under the A&R Plan, either as part of an option or as standalone SARs. SARs may be granted for any reason the Compensation Committee deems appropriate, including as a substitute for compensation otherwise payable in cash. SARs entitle the holder to receive the appreciation of the fair market value of one share of common stock on the date such right is exercised over the baseline price specified in the option or SAR certificate (the “SAR Value”), multiplied by the number of shares of common stock in respect of which the SAR is being exercised. The SAR Value for a SAR must equal or exceed the fair market value of a share of common stock on the grant date. The terms and conditions for a SAR granted as part of an option will be set forth in the option certificate for the related option, while the terms and conditions for a standalone SAR will be set forth in a SAR certificate. Where a SAR is granted together with an option, (i) the number of shares subject to the SAR shall be no more than the number of shares under the related option, (ii) the SAR Value shall be no less than the option price under the related option, (iii) upon the exercise of the SAR, the right to exercise the related option shall be cancelled, and upon the exercise of a related option, the right to exercise the SAR shall be cancelled, and (iv) a SAR granted as a part of an option shall be exercisable only while the related option is exercisable. Subject to the minimum vesting period discussed above, the Compensation Committee, in its discretion, may require completion of a period of service as an eligible employee or outside director and/or satisfaction of a performance requirement before a SAR may be exercised. At the discretion of the Compensation Committee, any payment due upon the exercise of a SAR can be made in cash or in the form of common stock. The Compensation Committee will not (except for adjustments as permitted by the A&R Plan in connection with a corporate transaction or change in control) take any action without stockholder approval to directly or indirectly reduce the SAR Value of any outstanding SAR or to make a tender offer for any SAR if the SAR Value exceeds the then fair market value of our common stock.

~~Stock grants.~~ Stock grants may be granted by the Compensation Committee to eligible employees and outside directors under the A&R Plan, and may be granted for any reason the Compensation Committee deems appropriate, including as a substitute for compensation otherwise payable in cash. Each stock grant shall be evidenced by a certificate which will specify what rights, if any, an eligible employee or outside director has with respect to such stock grant as well as any conditions applicable to the stock grant. A stock grant may be issued in the form of “stock awards”, “performance shares”, or “performance units”. Subject to the minimum vesting period discussed above, a stock award may provide for a contractual right to the issuance of stock to eligible employees and outside directors only after the satisfaction of specific employment or performance or other terms and conditions set by the Compensation Committee or may provide for the issuance of stock to eligible employees and outside directors at the time the grant is made, and any stock issued pursuant to a stock award may be issued subject to the satisfaction of specific employment or performance or other vesting terms and conditions which, if not satisfied, will result in the forfeiture of the stock issued to the eligible employee or director. A “performance share” will have an initial value equal to the fair market value of a share of stock on the date of grant. A “performance unit” will have an initial value that is established by the Compensation Committee at the time of grant. The Compensation Committee will set performance goals which, depending on the extent to which they are met during the performance period, and the satisfaction of applicable service-based vesting conditions, will determine the number or value of the performance shares or performance units that will vest (which number or value may be greater than the target number of performance shares or performance units granted to an eligible employee or director) and be paid to the eligible employee or director. At the close of the performance period, any earned performance shares will be paid in stock, and any earned performance units will be paid in the form of cash, stock, or a combination, unless otherwise specified in the stock grant certificate.

The Compensation Committee, in its discretion, may make the issuance of common stock under a stock grant and/or the vesting of such stock subject to certain conditions. These conditions may include, for example, a requirement that the eligible employee continue employment or the outside director continue service with us for a specified period or that we or the eligible employee achieve stated performance or other conditions. If stock subject to a share grant is issued before the eligible employee’s or director’s interest in such share of stock vested and is non-forfeitable, the Company shall have the right to condition any such issuance on the employee or director first signing an irrevocable stock power in favor of the Company in order for the Company to effect any forfeiture called for under the related stock grant certificate. If a dividend is paid in cash with respect to a share issued under a stock grant but before the first date that the employee’s or director’s interest in such share is vested, the Company shall delay the payment of such cash dividend until his or her interest in such share is vested. An employee or director shall have the right to vote shares of stock issued under his or her stock grant prior to the date the employee’s or director’s interest in such share becomes vested.

The Compensation Committee will determine whether stock grants under the A&R Plan are subject to the achievement of performance goals based on one or more of the following performance measures: (1) our return over capital costs or increase in return over capital costs, (2) our total earnings or the growth in such earnings, (3) our consolidated earnings or the growth in such earnings, (4) our earnings per share or the growth in such earnings, (5) our net earnings or the growth in such earnings, (6) our earnings before interest expense, taxes, depreciation, amortization and other non-cash items or the growth in such earnings, (7) our earnings before interest and taxes or the growth in such earnings, (8) our consolidated net income or the growth in such income, (9) the value of our stock or the growth in such value, (10) our stock price or the growth in such price, (11) our return on assets or the growth in such return, (12) our cash flow or the growth in our cash flow, (13) our total stockholder return or the growth in such return, (14) our expenses or the reduction in such expenses, (15) our sales growth, (16) our overhead ratios or changes in such ratios, (17) our expense-to-sales ratios or changes in such ratios, (18) our economic value added or changes in such value added, (19) our gross margin or growth in such gross margin, or (20) our bad debt expense or the reduction in such bad debt expense. A performance goal may be set in any manner determined by the Compensation Committee, including looking to achievement on an absolute or relative basis in relation to peer groups or indexes, and the Compensation Committee may set more than one goal. No change may be made to a performance goal after the goal has been set. However, the Committee may express any goal in terms of alternatives, or a range of alternatives, as the Compensation Committee deems appropriate under the circumstances, such as including or excluding (1) any acquisitions or dispositions, restructuring, discontinued operations, extraordinary items and other unusual or non-recurring charges, (2) any event either not directly related to the operations of the Company or not within the reasonable control of the Company’s management or (3) the effects of tax or accounting changes.

Section 162(m) of the Code generally imposes a $1,000,000 cap on the compensation that a public company may deduct in respect of compensation paid to its “covered employees”. Prior to January 1, 2018, any amounts that qualified under the “performance-based compensation” exception under Section 162(m) of the Code were excluded from the $1,000,000 cap. In order to constitute qualified performance-based compensation under Section 162(m) of the Code, in addition to certain other requirements, the stock awards had to be conditioned upon the attainment of pre-established, objective performance goals set by the Compensation Committee and based on one or more stockholder-approved performance measures. For purposes of the A&R Plan, any stock grant that the Compensation Committee intended to constitute qualified performance-based compensation under Section 162(m) of the Code established objective performance goals based on one or more of the above performance measures in accordance with the requirements of Section 162(m) of the Code. The Compensation Committee has the discretion to use the above-listed performance measures with respect to stock grants that are not intended to qualify as performance-based compensation under Section 162(m) of the Code.

The Tax Cuts and Jobs Act eliminates the performance-based compensation exception beginning January 1, 2018. However, the Act provides a transition rule with respect to remuneration which is provided pursuant to a written binding contract which was in effect on November 2, 2017 and which was not materially modified after that date. The Compensation Committee shall administer any awards granted prior to November 2, 2017 which qualify as “performance-based compensation” under § 162(m) of the Code, as amended by the Act, in accordance with the transition rules applicable to binding contracts in effect on November 2, 2017, and shall have the sole discretion to revise the A&R Plan to conform with such Law Changes and the Compensation Committee’s administrative practices, all without obtaining further stockholder approval.

~~Transfer of awards.~~ ~~During an employee’s or director’s lifetime, an option or SAR shall (absent the Compensation Committee’s consent) be exercisable only by the employee or director.~~No award shall be transferable otherwise than by will or the laws of descent and distribution without the consent of the Compensation Committee, and any person or persons to whom an option or SAR is transferred by will or by the laws of descent and distribution will be treated as the employee or director.

~~Change in control.~~ Pursuant to the A&R Plan, all conditions to the exercise of outstanding options and SARs, and all conditions to the issuance or forfeiture of outstanding stock grants, will be deemed satisfied as of the effective date of the change in control, if as a result of a change in control:

all of the outstanding options, SARs and stock grants granted under the A&R Plan are not continued in full force and effect or there is no assumption or substitution of the options, SARs and stock grants (with their terms and conditions unchanged) in connection with such change in control; or

solely with respect to an option, SAR or stock grant that was granted prior to the Effective Date of the A&R Plan, the terms of an option certificate, SAR certificate or stock grant certificate expressly provide that this provision applies to the grant made under such certificate even if there is such a continuation, assumption, or substitution of such grant or the A&R Plan.

~~In this case,~~foregoing, our Board of Directors ~~shall have~~recommends you vote "AGAINST" the ~~right to deem~~stockholder proposal regarding excluding the impact of share repurchases when determining incentive grants and awards, if properly presented at the time of the change in control any and all terms and conditions to the exercise of all outstanding options and SARs on such date and any and all outstanding issuance and vesting conditions under any stock grants on such date be 100% satisfied on such date, and our Board of Directors shall also have the right, to the extent required as a part of a change in control transaction, to cancel all outstanding options, SARs and stock grants after giving eligible employees and outside directors a reasonable period of time to exercise their outstanding options and SARs or to take such other action as is necessary to receive common stock subject to stock grants.

The A&R Plan also provides that if outstanding options, SARs and stock grants are continued in full force and effect or there is an assumption or substitution of the options, SARs and stock grants in connection with a change in control, then, except as expressly provided in any option certificate, SAR certificate or stock grant certificate granted prior to the Effective Date of the A&R Plan, any conditions to the exercise of an eligible employee’s or director’s outstanding options and SARs and any issuance and forfeiture conditions of outstanding stock grants will automatically expire and have no further force or effect on or after the date that the employee’s or director’s service terminates, if:

the employee’s employment with FleetCor is terminated at our initiative for reasons other than “cause” (as defined in the A&R Plan) or is terminated at the employee’s initiative for “good reason” (as defined in the A&R Plan) within the two-year period starting on the date of the change in control; or

~~an outside director’s service on our Board of Directors terminates for any reason within the two-year period starting on the date of the change in control.~~

~~A change in control means, generally:~~

any sale by us of all or substantially all of our assets or our consummation of any merger, consolidation, reorganization or business combination with any person, except for certain transactions to be described in the A&R Plan;

~~the acquisition by any person, other than certain acquisitions to be specified in the A&R Plan, of 30% or more of the combined voting power of our then-outstanding voting securities;~~

the “incumbent directors” (as defined in the A&R Plan) cease for any reason (other than ordinary course events, such as death or retirement situations), to constitute at least a majority of the members of the Board; or

~~stockholder approval of our liquidation or dissolution, other than as will be provided in the A&R Plan.~~

~~Adjustment of shares.~~ meeting.In the event of (a) any equity restructuring, change in the capitalization of our company (including, but not limited to, spin offs, stock dividends, large non-reoccurring cash or stock dividends, rights offerings or stock splits), or (b) any transaction described in Code Section 424(a) which does not constitute a change in control, the Compensation Committee shall adjust in a reasonable and equitable manner, the number, kind or class of shares of common stock reserved for issuance under the A&R Plan, the annual grant caps, the number, kind or class of shares of common stock subject to options or SARs granted under the A&R Plan, and the option price of the options and the SAR Value of the SARs, as well as the number, kind or class of shares of common stock granted pursuant to stock grants under the A&R Plan, in order to preserve the aggregate intrinsic value of each such outstanding option, SAR and stock grant immediately before such restructuring or recapitalization or other transaction.

~~Adjustment of shares-mergers.~~ The Compensation Committee, as part of any transaction described in Code Section 424(a) which does not constitute a change in control under the A&R Plan, shall have the right to adjust the number of shares of common stock reserved for issuance under the A&R Plan without seeking approval of our stockholders, unless such approval is required by applicable laws or rules of the stock exchange. In connection with any such transaction, the Compensation Committee will also have the right to make stock, option and SAR grants to effect the assumption of, or the substitution for, stock, option and SAR grants previously made by any other corporation to the extent that such transaction calls for the substitution or assumption of such grants, without regard to any grant limits set forth in the A&R Plan.

~~Amendments or termination.~~ Our Board of Directors may amend the A&R Plan at any time, provided, that no amendment shall be made (a) absent the approval of the stockholders of the Company to the extent such approval is required under applicable law or stock exchange rules, or (b) which might adversely affect any rights that would otherwise vest on a change in control with respect to awards granted prior to the date of any such amendment. The Board also may suspend granting options or SARs or making stock grants or terminate this Plan at any time, provided that the Board cannot unilaterally modify, amend or cancel any option, SAR or stock grant unless the holder consents in writing to such modification, amendment or cancellation or there is a dissolution or liquidation of the Company or a change in control of the Company. The A&R Plan will terminate on the earlier of (1) the tenth anniversary of the date our stockholders approve the A&R

Plan and (2) the date upon which all of the stock reserved for use under the A&R Plan has been issued or is no longer available for use under the plan. No option, SAR or stock grant may be granted after the date the A&R Plan terminates.

~~Stockholder rights.~~ Key employees and directors will not have any rights to dividends or other rights of a stockholder as a result of the grant of an option or a SAR until the common stock subject to such option or SAR is actually delivered to such key employee or director. Key employees and directors who hold shares issued under a stock grant will have the right to vote such shares prior to the date such shares vest, but any dividends paid with respect such shares shall not be paid until such shares are vested.

~~Federal Income Tax Consequences~~

The rules concerning the federal income tax consequences with respect to grants made pursuant to the A&R Plan are technical, and reasonable persons may differ on the proper interpretation of such rules. Moreover, the applicable statutory and regulatory provisions are subject to change, as are their interpretations and applications, which may vary in individual circumstances. Therefore, the following discussion is designed to provide only a brief, general summary description of the U.S. federal income tax consequences associated with such grants, based on a good faith interpretation of the current U.S. federal income tax laws, regulations (including certain proposed regulations) and judicial and administrative interpretations. The following discussion does not set forth (1) any U.S. federal tax consequences other than income tax consequences or (2) any state, local or non-U.S. tax consequences that may apply.

~~ISOs.~~ In general, an eligible employee will not be taxed upon the grant or the exercise of an ISO. For purposes of the alternative minimum tax, however, the eligible employee generally will be required to treat an amount equal to the difference between the fair market value of our common stock on the date of exercise over the exercise price as an item of adjustment in computing the eligible employee’s alternative minimum taxable income. If the eligible employee does not dispose of our common stock received pursuant to the exercise of the ISO within either (1) two years after the date of the grant of the ISO or (2) one year after the date of exercise of the ISO, a disposition of our common stock generally will result in long-term capital gain or loss to the individual with respect to the difference between the selling price and the exercise price. We will not be entitled to any federal income tax deduction as a result of such disposition. In addition, we normally will not be entitled to a federal income tax deduction at either the grant or the exercise of an ISO.

If the eligible employee disposes of our common stock acquired upon exercise of the ISO within either of the two above-mentioned time periods, then in the year of disposition, the individual generally will recognize ordinary income, and we will be entitled to a federal income tax deduction (provided we satisfy applicable federal income tax reporting requirements). The amount of income and deduction will be an amount equal to the lesser of (1) the excess of the fair market value of our common stock on the date of exercise over the exercise price or (2) the amount realized upon disposition over the exercise price. Any gain in excess of the amount recognized by the eligible employee as ordinary income will be taxed to the individual as short-term or long-term capital gain (depending on the applicable holding period).

~~Non-ISOs.~~ An eligible employee or an outside director will not recognize any taxable income upon the grant of a non-incentive stock option, or Non-ISO, and we will not be entitled to a federal income tax deduction at the time of grant. Upon the exercise of a Non-ISO, the eligible employee or outside director generally will recognize ordinary income in an amount equal to the excess of the fair market value of our common stock on the date the shares are transferred pursuant to the exercise over the exercise price.

We will be entitled to a federal income tax deduction (provided we satisfy applicable federal income tax reporting requirements) in an amount equal to the ordinary income recognized by the eligible employee or outside director in the year that the income is recognized by the individual. Upon a later sale of our common stock by the eligible employee or outside director, he or she will recognize short-term or long-term capital gain or loss (depending on the applicable holding period) in an amount equal to the difference between the amount realized on the sale and the fair market value of the shares when ordinary income was recognized.

~~SARs.~~ An eligible employee or outside director will recognize ordinary income for federal income tax purposes upon the exercise of a SAR under the A&R Plan for cash, our common stock or a combination of each. The amount of income that the eligible employee or outside director will recognize will equal the amount of cash, if any, and the fair market value of our common stock, if any, that the eligible employee or outside director receives as a result of the exercise. We generally will be entitled to a federal income tax deduction in an amount equal to the ordinary income recognized by the eligible employee in the same taxable year in which the eligible employee recognizes such income, if we satisfy applicable federal income tax reporting requirements.

~~Stock Grants.~~ The amount an eligible employee or outside director will recognize as ordinary income for federal income tax purposes in connection with the grant of a stock award depends on the restrictions imposed on such shares. Generally, tax will be deferred until the first taxable year the shares are no longer subject to substantial risk of forfeiture. At the time the restrictions lapse, the eligible employee or outside director will recognize ordinary income equal to the then fair market value of the stock. However, the eligible employee or outside director may make a Section 83(b) election to include the value of the shares in income in the year the award is granted despite such restrictions; in such case, any subsequent appreciation in the value of the shares will be treated as a capital gain. If the stock award is forfeited, the eligible employee or outside director will recognize no income. If cash or stock dividends are paid on shares subject to

the stock award before the date the stock award becomes nonforfeitable, we will delay any payment of such cash or stock dividend to an eligible employee or outside director until the shares become nonforfeitable, and the cash or stock dividends will be treated as ordinary income (or dividend income, if a Section 83(b) election was made) in the year received. If the shares subject to the stock award are forfeited, any related cash or stock dividends will also be forfeited. Upon the initial grant of performance units or performance shares, an eligible employee or outside director generally will not incur any income tax liability. At the end of the performance period, however, the eligible employee or outside director will realize ordinary income on any amounts received in cash or shares of our common stock, and any subsequent appreciation on any shares of stock will be treated as a capital gain. Generally, we will be entitled to a federal income tax deduction in an amount equal to the ordinary income recognized by the eligible employee or outside director in the same taxable year in which he or she recognizes such income, if we satisfy applicable federal income tax reporting requirements.

~~Section 162(m).~~ ~~The~~Tax Cuts and Jobs Act (the “Act”), which became law on December 22, 2017, significantly amends Section 162(m) of the Code. Pursuant to Section 162(m) of the Code, as amended, we may not deduct compensation of more than $1 million paid to the Company’s “covered employees,” which includes (i) any individual who at any time during the taxable year is either our principal executive officer or an employee whose total compensation for the tax year is required to be reported to our stockholders because he or she is among the three highest compensated officers for the tax year, other than the principal executive officer or principal financial officer, and (ii) any person who was a covered employee at any time after December 31, 2016. Prior to January 1, 2018, certain grants may have qualified as “performance-based compensation” and, as such, would be exempt from the $1 million limitation on deductible compensation. The Act eliminated the performance-based compensation exception with respect to tax years beginning January 1, 2018. However, the Act provides a transition rule with respect to remuneration which is provided pursuant to a written binding contract which was in effect on November 2, 2017 and which was not materially modified after that date. The Compensation Committee shall administer any awards granted prior to November 2, 2017 which qualify as “performance-based compensation” under § 162(m) of the Code, as amended by the Act, in accordance with the transition rules applicable to binding contracts in effect on November 2, 2017, and shall have the sole discretion to revise the A&R Plan to conform with such Law Changes and the Compensation Committee’s administrative practices, all without obtaining further stockholder approval.

~~Plan Benefits~~

Benefits, if any, payable under the A&R Plan for 2018 and future years are at the discretion of the Compensation Committee and are therefore not determinable at this time. Our executive officers and outside directors are eligible to receive awards under the Plan and, accordingly, have an interest in this Proposal. The number of awards granted to each of our named executive officers during 2016 is set forth under “Compensation Discussion and Analysis - Grants of Plan-Based Awards for 2016”, the number of awards granted to each of our outside directors during 2016 is set forth under “Compensation of Directors” and the number of awards granted to each of our named executive officers during 2017 is set forth under “2017 Compensation Decisions and Related Matters - 2017 Compensation Decisions.” During fiscal year 2016 and from January 1 through December 28, 2017, awards have been granted under the 2013 Plan to approximately 225 key employees and 8 outside directors.

~~Awards Granted to Certain Persons~~

The table below shows the number of awards granted under the 2013 Plan and its predecessor, the 2010 Plan, to the named executive officers and the other individuals and groups indicated under the 2013 Plan and its predecessor, the 2010 Plan, since its inception. The closing price of our common stock on December 28, 2017 was $193.38 per share.

Stock Grants (shares) Option Awards
Name and Position Shares Weighted Average Exercise Price
Ronald F. Clarke
Chief Executive Officer and Chairman of the Board of Directors
1,675,334
2,941,665
$ 76.60
Eric R. Dey
Chief Financial Officer
111,508
416,524
$ 81.66
John S. Coughlin
Executive Vice President-Global Corporate Development
61,500
310,750
$ 134.01
Charles Freund
Executive Vice President-Global Sales
23,500
416,524
$ 81.66
Todd W. House (1)
President-North America Direct Issuing, U.S. Telematics and Efectivale
32,500
348,762
$ 90.10
All Executive Officers, as a group (13 persons) 2,044,400
6,019,529
$ 99.68
All Non-Employee Directors, as a Group 108,591
—
$ —
All Non-Executive Officer Employees, as a Group 564,701
6,004,312
$ 85.83


~~(1)~~	~~Mr. House was a named executive officer in 2016 but is no longer an executive officer of the Company as of July 1, 2017.~~

~~WE RECOMMEND THAT YOU VOTE “FOR” THE APPROVAL~~

~~OF THE AMENDED AND RESTATED 2010 EQUITY COMPENSATION PLAN.~~

OTHER BUSINESS

We know of no other business to be considered at the meeting and the deadline for stockholders to submit proposals or nominations has passed. However, if other matters are properly presented at the meeting, or at any adjournment or postponement of the meeting, and you have properly submitted your proxy, then Ronald F. Clarke or Eric R. Dey will vote your shares on those matters according to their best judgment.

~~2017 COMPENSATION DECISIONS~~

ELECTION OF DIRECTORS

Currently, our Board of Directors is currently divided into three classes, with each class serving for a staggered three-year term. If Proposal 4 is approved at the Annual Meeting, then all directors will be elected annually beginning at the 2022 annual meeting of stockholders. The Board of Directors currently consists of three class I directors, three class II directors and three class III directors. Our directors are divided among the three classes as follows:

the class I directors are Messrs. Buckman, Hagerty and Stull;

the class II directors are Messrs. Johnson and Sloan and Ms. Moddelmog; and

the class III directors are Messrs. Clarke, Farrelly and Macchia.

At each annual meeting of stockholders, a class of directors currently elected for a three-year term to succeed the directors of the same class whose terms are then expiring. The terms of the class I directors, class II directors and class III directors identified above will expire upon the election and qualification of successor directors at the annual meeting of stockholders held during the calendar years 2020, 2021, and 2019, respectively.

Three class III directors - Messrs. Clarke, Farrelly and Macchia - have been nominated for election at the Annual Meeting to hold office until the annual meeting of stockholders in 2022, and until their respective successors are elected and qualified. The accompanying proxy will be voted in favor of the three nominees named below to serve as directors unless the stockholder indicates to the contrary on the proxy. All the nominees are current directors. If Proposal 4 is approved by stockholders at the Annual Meeting, all directors will be elected every year beginning at the annual meeting in 2022.

The Board of Directors expects that each of the nominees will be available to serve, but if any of them is unable to serve at the time the election occurs, the Board of Directors may, by resolution, provide for a lesser number of directors or designate a substitute nominee designated by the Board of Directors.

NOMINEES



Ronald F. Clarke, 63 Class III Director since 2000 Term expires 2019	Mr. Clarke has been our chief executive officer since August 2000 and was appointed chairman of our Board of Directors in March 2003. Mr. Clarke provides leadership for our Board of Directors’ operations; helps establish the strategic direction for our numerous acquisitions both domestically and internationally; and has led the Company through extensive growth since joining the company in 2000. Mr. Clarke also serves on the board of directors of Ceridian HCM Holding Inc., a global human capital management software company. From 1999 to 2000, Mr. Clarke served as president and chief operating officer of AHL Services, Inc., a staffing firm. From 1990 to 1998, Mr. Clarke served as chief marketing officer and later as a division president with Automatic Data Processing, Inc., a computer services company. From 1987 to 1990, Mr. Clarke was a principal with Booz Allen Hamilton, a global management consulting firm. Earlier in his career, Mr. Clarke was a marketing manager for General Electric Company, a diversified technology, media, and financial services corporation. In deciding to re-nominate Mr. Clarke, the Board considered Mr. Clarke’s familiarity with our Company and industry through his service as our chief executive officer, his deep knowledge of our business, financial matters and industry, as well as his detailed in-depth knowledge of the issues, opportunities and challenges facing the Company.

Joseph W. Farrelly, 75 Class III Director since 2014 Term expires 2019	Mr. Farrelly joined our Board of Directors in April 2014. From 2006 through March 2015, Mr. Farrelly served as the Senior Vice President, Chief Information Officer at Interpublic Group of Companies, Inc. (NYSE:IPG), a global provider of advertising and marketing services. Prior to joining Interpublic Group in 2006, he held the position of Executive Vice President and Chief Information Officer at Aventis, Vivendi Universal, Joseph E. Seagrams and Sons, and Nabisco. His experience covers the advertising, pharmaceutical, consumer products, entertainment, financial services and software industries. Mr. Farrelly is currently a member of the board of directors of NetNumber Inc. He previously served as a director of Helium, GridApps, and Aperture Technologies, Inc., all of which were acquired by larger companies in their respective industries. In deciding to re-nominate Mr. Farrelly, the Board considered Mr. Farrelly’s substantial experience in and in-depth knowledge regarding information technology and security, as well as his experience in advertising and marketing.

Richard Macchia, 67 Class III Director since 2010 Term expires 2019	Mr. Macchia joined our Board of Directors in July 2010 and has served as chairman and financial expert of our audit committee since that date. Mr. Macchia served as chief financial officer and senior vice president of administration for Internet Security Systems, Inc., an information security provider, from December 1997 through October 2005, in which he oversaw financial functions, human resources, facilities and investor relations. Mr. Macchia remained employed with Internet Security Systems, Inc. during the following year to transition the chief financial officer role to his successor. Internet Security Systems, Inc. was acquired by International Business Machines Corporation in October 2006. Prior to this, Mr. Macchia served in senior executive roles, including as principal financial officer and accounting officer, with several public companies, including with MicroBilt Corporation (financial information services), and First Financial Management Corporation (credit card authorization, processing and settlement services; healthcare claims processing services; and document management/imaging services). Earlier in his career, from 1973 to 1985, Mr. Macchia worked at KPMG LLP, an international accounting firm, ultimately serving as a partner in the audit and assurance practice for two years. Mr. Macchia obtained his CPA certificate from the State of Georgia in 1976. In deciding to re-nominate Mr. Macchia, the Board considered Mr. Macchia’s over twenty years of experience in the financial and information services industry, his deep knowledge of our business, financial matters and industry, as well as his detailed and in-depth knowledge of the issues, opportunities and challenges facing the Company.

CONTINUING DIRECTORS



Michael Buckman, 71 Class I Director since 2013 Term expires 2020	Mr. Buckman joined our Board of Directors in July 2013. Since 2009, Mr. Buckman has been the managing partner of Buckman Consulting LLC, a travel, logistics and payment systems consulting firm. Prior to forming the firm in 2009, Mr. Buckman was an executive with BCD Travel, most recently as president Asia/Pacific, until his retirement in 2009, and from 2001 to 2007 as chief executive officer. Prior to joining BCD Travel, he served as chief executive officer of Worldspan from 1995 to 1999. Additionally, he held senior executive positions with Homestore.com, American Express, Sabre Travel Services and American Airlines. He also served as chairman of TRX, Inc., a provider of travel technology, transaction processing and data integration services to the global travel industry, from 2001 to 2005. At the time of his election, the Board considered Mr. Buckman’s extensive experience overseeing and evaluating financial statements as a senior executive of various technology, travel and payment systems companies, his perspective regarding our business, financial matters and industry, as well as his detailed in-depth knowledge of the issues, opportunities and challenges facing the Company.

Thomas M. Hagerty, 56 Class I Director since 2014 Term expires 2020	Mr. Hagerty joined our Board of Directors in November 2014. Mr. Hagerty is a Managing Director of Thomas H. Lee Partners, L.P., a position he has held since 1994. Mr. Hagerty has been employed by Thomas H. Lee Partners, L.P. and its predecessor, Thomas H. Lee Company, since 1988. Mr. Hagerty also serves as a director of Black Knight, Inc., Ceridian HCM Holding Inc., Fidelity National Financial, Inc., and ServiceLink Holdings, LLC. Mr. Hagerty’s qualifications to serve on the Board include his managerial and strategic expertise working with large, growth-oriented companies as a Managing Director of Thomas H. Lee Partners, L.P., a leading private equity firm, his experience in enhancing value of such companies, his expertise in corporate finance and his perspective as the representative of a substantial shareholder of numerous companies. Mr. Hagerty was first elected to the Board pursuant to the terms of an Investor Rights Agreement, which has since expired, entered into with Ceridian LLC as part of FleetCor’s acquisition of Comdata Inc. on November 14, 2014.

Steven T. Stull, 60 Class I Director since 2000 Term expires 2020	Mr. Stull joined our Board of Directors in October 2000. Since 1992, Mr. Stull has served as president of Advantage Capital Partners, a private equity firm, which he co-founded, serving as the firm’s chief executive officer and directing investment policy, overall operations, strategic planning, and fundraising activities; and overseeing investments and portfolio companies in the technology, business, financial and information services industries. Mr. Stull also serves as a director for numerous private companies, including serving as a member of audit and compensation committees. Prior to founding Advantage Capital Partners, Mr. Stull served for nine years as an executive in the investment department of General American Life Insurance Company, heading its securities division and personally managing its high yield, convertible, and preferred stock portfolios. Mr. Stull also has experience as a chief financial officer of an information services company and has also worked within a commercial bank and a savings and loan association. At the time of his election, the Board considered Mr. Stull’s experience, his perspective regarding our business, financial matters and industry, as well as his detailed and in-depth knowledge of the issues, opportunities and challenges facing the Company.

Mark A. Johnson, 66 Class II Director since 2003 Term expires 2021	Mr. Johnson joined our Board of Directors in March 2003. Since September 2008, Mr. Johnson has served as a partner with Total Technology Ventures, a venture capital firm specializing in financial services. Mr. Johnson also serves on the board of directors of a number of private companies and on the board of Cardlytics, Inc. (NASDAQ: CDLX). Cardlytics uses purchase intelligence to make marketing more relevant and measurable. From 2003 to 2008, Mr. Johnson was vice chairman-mergers and acquisitions at CheckFree Corporation, an electronic payments company (a previously Nasdaq-listed company until it was acquired in 2007 by Fiserv, Inc.), where he led and had direct oversight over business development and evaluating strategic growth opportunities. Mr. Johnson joined CheckFree in 1982 as vice president of operations. Additionally, Mr. Johnson was responsible for the development and launch of CheckFree’s commercial and consumer electronic funds transfer services and CheckFree’s electronic bill payment and bill presentment businesses; as well as the development of key strategic alliances and marketing initiatives. Mr. Johnson also served on the Board of Directors of CheckFree from 1982 to 2007. Mr. Johnson is also a founder of e-RM Ventures, a private investing consultancy focused on early-stage payments-related companies; has former experience with the Federal Reserve Bank of Cleveland and Bank One with responsibilities for checking and cash management operations; was a member of the balance sheet committee of CheckFree; and also has public company audit committee experience. At the time of his election, the Board considered Mr. Johnson’s deep knowledge of our business, financial matters and industry, as well as his detailed and in-depth knowledge of the issues, opportunities and challenges facing the Company.



Jeffrey S. Sloan, 51 Class II Director since 2013 Term expires 2021	Mr. Sloan joined our Board of Directors in July 2013. Mr. Sloan has been with Global Payments Inc. (Global), a leading international payments technology company, since June 2010. He has served as president since June 2010, chief executive officer since October 2013, and a member of the board of directors of Global since January 2014. Prior to joining Global, Mr. Sloan served in several executive positions with Goldman Sachs Group, Inc. (Goldman) from 1998 to 2010, where he was a partner and the worldwide head of the financial technology group in New York. With Goldman, Mr. Sloan focused on mergers and acquisitions and corporate finance and pioneered the development of the firm’s payments practice in investment banking, where he led many of the landmark transactions in payments. Mr. Sloan serves on the Undergraduate Executive Board of The Wharton School of the University of Pennsylvania and serves on the board and is a member of the executive committee of the Metro Atlanta Chamber of Commerce. At the time of his election, the Board considered Mr. Sloan’s twenty-five years of experience in the financial services and payments industries, which contribute to his deep knowledge of our business, financial matters and industry, as well as his detailed in-depth knowledge of the issues, opportunities and challenges facing the Company.

Hala G. Moddelmog, 63 Class II Director since 2017 Term expires 2021	Ms. Moddelmog joined our Board of Directors in April 2017. Ms. Moddelmog has served as the President & CEO of the Metro Atlanta Chamber since 2014. She is the first female leader of the 156-year-old organization, which covers 29 counties and more than 15 Fortune 500 companies as well as a multitude of small and medium-sized enterprises in the 9th largest metropolitan region in the United States. From 2010 to 2013, Ms. Moddelmog was the President of Arby’s Restaurant Group, Inc. - a division of Wendy's/Arby's Group, Inc. (NYSE: WEN) that had $3 billion in system sales - where she led the divestiture of the company to private ownership in a deal valued at $419 million. From 2006 to 2009 Ms. Moddelmog was President & CEO of Susan G. Komen for the Cure, the world’s largest breast cancer organization that had 125 affiliates worldwide and research grants of more than $1.5 billion. From 2005 to 2006 Ms. Moddelmog was the CEO of Catalytic Ventures, LLC, a business that evaluated investment opportunities in foodservice, franchising, and multi-unit retail. From 1995 to 2004 Ms. Moddelmog was the President of Church’s Chicken, a business that had over 1,500 units in 29 states and 15 countries. Ms. Moddelmog led Church’s through significant change as the parent company AFC Enterprises, Inc. went public (NASDAQ: AFCE) and the Church’s division was later divested to Crescent Capital (now Arcapita) for $390 million. In addition to serving on the FleetCor Board of Directors, Ms. Moddelmog also currently serves on the Board of Lamb Weston Holdings, Inc. (NYSE: LW), where she serves on the Compensation Committee and the Nominating and Corporate Governance Committee. She previously served on the Board of Amerigroup Corporation (NYSE: AGP) from 2009 to 2012, where she served on the Corporate Governance and Nominating Committee, and from 2008 to 2010 she served on the Board of AMN Healthcare Services, Inc. (NYSE: AHS), also on the Corporate Governance and Nominating Committee as well as the Compensation Committee. Ms. Moddelmog also has served on the Boards of several large nonprofits. At the time of her election, the Board considered Ms. Moddelmog’s more than 20 years of experience leading high growth companies, her experience enhancing the value of such companies, her marketing expertise, her international experience, her community ties, and her experience serving on several public company and large non-profit Boards.

EVALUATION AND ~~RELATED MATTERS~~EVOLUTION OF OUR BOARD

~~Given~~As part of our focus on stockholder value, we regularly evaluate the performance of our Board of Directors and its committees and engage in an annual self-evaluation process. We also evaluate the mix of experience, expertise and tenure of our individual directors. Our corporate governance guidelines reflect this approach. As demonstrated by the biographies above, our directors have diverse backgrounds. We believe this helps us to make the most of opportunities and to effectively manage risk. Over the past six years, five of our eight independent directors joined the Board of Directors to fill gaps we perceived and to bring fresh perspective. We believe that ~~Proposal 1 relates~~our efforts have and will continue to result in a board and management focused on delivering exceptional value to our stockholders.

BOARD OF DIRECTORS AND COMMITTEES

Under our amended and restated bylaws, the number of directors will be determined from time to time by our Board of Directors. Our Board of Directors currently consists of nine members. Eight of our directors—Messrs. Buckman, Farrelly, Hagerty, Johnson, Macchia, Sloan and Stull and Ms. Moddelmog—are “independent directors” as defined under the New York Stock Exchange listing standards.

The Board held four meetings in 2018 and each director attended at least seventy-five percent of all Board and applicable committee meetings during the year. Our independent directors meet in executive session at each regularly scheduled in-person Board meeting, when deemed appropriate.

In 2018, our Board had four standing committees: an audit committee, a compensation, ~~plan~~nominating and corporate governance committee (“compensation committee”), an executive and acquisitions committee, and an information technology and security committee. The table

below provides current membership for each of the Board committees that existed during 2018. Each committee meets quarterly and holds additional meetings as needed, except the executive and acquisitions committee which meets as needed when matters within its charter arise.



	Audit Committee	Compensation, Nominating and Corporate Governance Committee	Executive and Acquisitions Committee	Information Technology and Security Committee
Michael Buckman	M			M
Ronald F. Clarke			C
Joseph W. Farrelly		M		C
Thomas M. Hagerty		C	M
Mark A. Johnson	M		M
Richard Macchia	C, F			M
Hala G. Moddelmog		M
Jeffrey S. Sloan			M	M
Steven T. Stull		M



C = Chairperson	M = Member	F = Financial Expert

Below is a description of each standing committee of our Board of Directors. Each committee has authority to engage legal counsel or other advisers or consultants as it deems appropriate to carry out its responsibilities.

Audit Committee

Our audit committee currently consists of Messrs. Buckman, Johnson and Macchia. Mr. Macchia is the chairman of the committee. The audit committee held five meetings in 2018. Our Board has determined that each member of the committee meets the definition of “independent director” for purposes of the New York Stock Exchange rules and the independence requirements of Rule 10A-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Our Board of Directors has determined that Mr. Macchia qualifies as an “audit committee financial expert” under Securities and Exchange Commission rules and regulations.

Our audit committee is responsible for, among other matters:

appointing, compensating, retaining, evaluating, terminating and overseeing our independent registered public accounting firm;

discussing with our independent registered public accounting firm their independence from management;

reviewing with our independent registered public accounting firm the scope and results of their audit;

approving all audit and permissible non-audit services to be performed by our independent registered public accounting firm;

overseeing the financial reporting process and discussing with management and our independent registered public accounting firm the interim and annual financial statements that we file with the Securities and Exchange Commission;

reviewing and monitoring our accounting principles, accounting policies, financial and accounting controls and compliance with legal and regulatory requirements;

establishing procedures for the confidential, anonymous submission of concerns regarding questionable accounting, internal controls, or auditing matters; and

reviewing and approving related person transactions.

Our Board of Directors has adopted a written charter for the committee, which is available on our website.

Compensation, Nominating and Corporate Governance Committee

Our compensation committee currently consists of Messrs. Farrelly, Hagerty and Stull and Ms. Moddelmog. The compensation committee held seven meeting in 2018. Mr. Hagerty is the chairman of the committee. Our Board of Directors has determined that each committee member meets the definition of “independent director” for purposes of the New York Stock Exchange rules (including the heightened independence requirements applicable to compensation committee members) and the definition of “outside director” for purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended.

The compensation committee is responsible for, among other matters:

annually reviewing and approving our goals and objectives for executive compensation;

annually reviewing and approving for the chief executive officer and other executive officers (1) the annual base salary level, (2) the annual cash incentive opportunity level, (3) the long-term incentive opportunity level, and (4) any supplemental benefits or perquisites;

reviewing and approving employment agreements, severance arrangements and change of control agreements for the chief executive officer and other executive officers, as appropriate;

making recommendations and reports to the Board of Directors concerning matters of executive compensation;

administering our executive incentive plans;

reviewing compensation plans, programs and policies;

developing and recommending criteria for selecting new directors;

evaluating individuals and qualifications to become directors; and

recommending nominees for committees of the Board of Directors;

assisting the Board of Directors with matters concerning corporate governance practices; and

handling such other matters that are specifically delegated to the compensation committee by the Board of Directors from time to time.

Our Board of Directors has adopted a written charter for the committee, which is available on our website.

See “Compensation Discussion and Analysis” for a description of the processes and procedures of the committee and for additional information regarding the committee’s role and management’s role in determining compensation for executive officers and ~~directors will participate, the Company is required under Item 8~~directors.

Executive and Acquisitions Committee

Our executive and acquisitions committee consists of ~~Schedule 14A to furnish~~Messrs. Clarke (chairman), Hagerty, Johnson and Sloan. The executive ~~compensation information required by Item 402 of Regulation S-K~~ and ~~certain paragraphs of Item 407 of Regulation S-K related to our last completed fiscal year ended December 31, 2016. See the section titled “Compensation Discussion and Analysis.”~~

~~The discussion below describes compensation arrangements~~acquisitions committee held no meetings in 2018. Between meetings of our ~~named~~Board of Directors, the executive ~~officers for 2017~~ and ~~certain other compensation-related decisions made in 2017~~acquisitions committee has and ~~supplements~~may exercise the discussion under “Compensation Discussion and Analysis.” This discussion contains forward-looking statements that are based on our current plans, as well as considerations, expectations and determinations regarding future compensation programs. Actual compensation programs that we adopt may differ materially from currently planned compensation decisions as summarized in this discussion.

~~Compensation Components~~

~~The Company’s Compensation Committee generally makes decisions regarding the compensation~~powers of the ~~Company’s executive officers, including named executive officers, during~~Board of Directors to act upon any matters which, in the ~~first quarter~~view of ~~each fiscal year. The executive officers discussed in this proxy statement are called~~ the ~~“named executive officers” or “NEOs,” who are listed below:~~

~~Ronald F. Clarke-Chief Executive Officer and~~ Chairman of the Board, should not be postponed until the next previously scheduled meeting of the Board of Directors, except for those powers expressly reserved to the Board. In particular, the executive and acquisitions committee may assist the Board of Directors in connection with capital expenditures, investments, acquisitions, financing activities and other matters. Our Board of Directors has adopted a written charter for the committee, which is available on our website.

~~Eric R. Dey-Chief Financial Officer~~Information Technology and Security Committee

Our information technology and security committee consists of Messrs. Farrelly (chairman), Buckman, Macchia and Sloan, each of whom meets the definition of “independent director” for purposes of the New York Stock Exchange rules. Our Board of Directors has adopted a written charter for the committee, which is available on our website. The information technology and security committee is responsible for providing oversight and leadership for our information technology and security planning processes, policies, priorities and objectives. In furtherance of this role, the primary purpose of the committee is to review, assess and make recommendations regarding the long term strategy for global information security and the evolution of our technology direction in a competitive environment. To accomplish this purpose the committee has four roles: (1) to understand the security controls and assessments conducted on major card platforms and concur that such controls are comparable to industry best practices and standards as appropriate; (2) to assess technology modernization plans and processing platform strategies to validate proper investment in multi-year initiatives that maintain effective and efficient use of our resources; (3) to review progress on significant information technology and security projects against milestones and quality indicators and evaluate actions intended to drive quality and timeliness; and (4) to evaluate the prioritization of strategies for intellectual property protection. Our Board of Directors has adopted a written charter for the committee, which is available on our website.

Board Leadership

11Our corporate governance guidelines provide that our Board will include a majority of independent directors. Our CEO serves as the chairman of the Board and has served as such since 2003. We believe this leadership structure has been effective. Eight of our nine directors are independent, as described below under “Director Independence.” The members of our audit committee, compensation committee, and information technology committee are also independent, as described above under “Audit Committee”, “Compensation, Nominating and Corporate Governance Committee”, and "Information Technology and Security Committee". Our corporate governance guidelines provide that our non-management directors will meet in executive session, without management present, as frequently as they deem appropriate, typically at the time of each regular Board meeting.

STOCKHOLDER PROPOSALS

Any proposal that a stockholder wishes to be considered for inclusion in our proxy statement and proxy card for the 2020 annual meeting of stockholders must comply with the requirements of Rule 14a-8 under the Exchange Act and must be received no later than December 31, 2019 at the following address, FLEETCOR Technologies, Inc., Attention: Corporate Secretary, 5445 Triangle Parkway, Peachtree Corners, Georgia 30092, STOCKHOLDER PROPOSAL. However, in the event that the annual meeting is called for a date that is not within thirty days before or after June 12, 2020, notice by the stockholder must be received a reasonable time before we begin to print and mail our proxy materials for the 2020 annual meeting of stockholders.

If a stockholder wishes to present a proposal before the 2020 annual meeting but does not wish to have a proposal considered for inclusion in our proxy statement and proxy in accordance with Rule 14a-8 or to nominate someone for election as a director, the stockholder must give written notice to our Corporate Secretary at the address noted above. To be timely, a stockholder’s notice to the Corporate Secretary must be received no earlier than 120 days prior to the anniversary of this year’s annual meeting (February 13, 2020), or later than 90 days prior to the anniversary of this year’s annual meeting (March 14, 2020). However, in the event that the annual meeting is called for a date that is not within thirty days before or after June 12, 2020, notice by the stockholder must be received by the later of the tenth day following the date of the Public Announcement (as defined in our bylaws) of the date of the annual meeting and the 90th day prior to the annual meeting. Our bylaws contain specific procedural requirements regarding a stockholder’s ability to nominate a director or submit a proposal to be considered at a meeting of stockholders. The bylaws are available on our website at investor.fleetcor.com under Corporate Governance.

COMMUNICATIONS WITH THE BOARD OF DIRECTORS

The Board will give appropriate attention to written communications that are submitted by stockholders and other interested parties, and will respond if and as appropriate. We maintain on our corporate website a link explaining that stockholders and other interested parties who wish to communicate directly with the Board of Directors may do so by any of the following means:

Writing to the Board of Directors as a group or the non-management directors as a group at our headquarters mailing address to the attention of the Corporate Secretary:

Eric Dey

FLEETCOR Corporate Secretary

5445 Triangle Parkway, Suite 400

Peachtree Corners, GA, 30092

Sending an email to the Board of directors as a group or the non-management directors as a group at a specified email address provided by the Company:

FLEETCORBoard@FLEETCOR.com

FLEETCORNonManagementDirectors@FLEETCOR.com

The Corporate Secretary reviews all written and emailed correspondence received from stockholders and other interested parties and forwards such correspondence periodically to the directors if and as appropriate.

GOVERNANCE DISCLOSURES ON OUR WEBSITE

Complete copies of our corporate governance guidelines, committee charters and code of conduct are available on the Corporate Governance section of our website, at investor.fleetcor.com. In accordance with New York Stock Exchange rules, we may also make disclosure of the following on our website:

the method for interested parties to communicate directly with the presiding director or with the independent directors as a group;

the identity of any member of our audit committee who also serves on the audit committees of more than three public companies and a determination by our Board that such simultaneous service will not impair the ability of such member to effectively serve on our audit committee; and

contributions by us to a tax exempt organization in which any independent director serves as an executive officer if, within the preceding three years, contributions in any single fiscal year exceeded the greater of $1 million or 2% of such tax exempt organization’s consolidated gross revenues.

We will provide any of the foregoing information without charge upon written request to Corporate Secretary, FLEETCOR Technologies, Inc., 5445 Triangle Parkway, Suite 400, Peachtree Corners, Georgia 30092.

Period Ending
FleetCor
Technologies, Inc.
Russell 2000
S&P Data
Processing and
Outsourced
Services
S&P 500 Dow Jones Industrial Average
12/15/2010 $ 100.00
$ 100.00
$ 100.00
$ 100.00
$ 100.00
12/31/2010 $ 113.03
$ 102.78
$ 95.88
$ 101.83
$ 100.98
12/31/2011 $ 109.61
$ 96.43
$ 117.85
$ 101.81
$ 106.63
12/31/2012 $ 196.88
$ 110.54
$ 150.85
$ 115.46
$ 114.37
12/31/2013 $ 429.98
$ 151.44
$ 228.94
$ 149.64
$ 144.68
12/31/2014 $ 545.72
$ 156.79
$ 256.74
$ 166.68
$ 155.56
12/31/2015 $ 524.51
$ 147.83
$ 283.80
$ 165.47
$ 152.08
12/31/2016 $ 519.34
$ 176.63
$ 300.42
$ 181.25
$ 172.49
12/15/2017 $ 697.65
$ 199.18
$ 426.96
$ 216.62
$ 215.16

FleetCor’s continued success is dependent upon its executive team. In order to adequately compensate the executive team and remain in line with market compensation levels, FleetCor is seeking stockholder approval of the A&R Plan.

INFORMATION REGARDING BENEFICIAL OWNERSHIP

OF PRINCIPAL STOCKHOLDERS, DIRECTORS, AND MANAGEMENT

This table shows common stock that is beneficially owned by our directors, our chief executive officer, our chief financial officer and our next three most highly compensated executive officers, whom we refer to as our “named executive officers” and all persons known to us to own 5 percent or more of our outstanding common stock, as of February 8, 2019. Percentages are based on 85,858,421 shares outstanding as of February 8, 2019.

AMOUNT AND NATURE OF SHARES BENEFICIALLY OWNED



	Common Stock Owned (2)	Right to Acquire (3)	Total Securities Owned (4)	Percent of Outstanding Shares
Name and Address (1)
Principal Stockholders:
The Vanguard Group(5)	9,379,969	—	9,379,969	10.9%
100 Vanguard Boulevard				v
Malvern, PA 19355
BlackRock, Inc.(6)	7,263,359	—	7,263,359	8.5%
55 East 52nd Street
New York, NY 10055
Wellington Management Group LLP (7)	5,590,617	—	5,590,617	6.5%
280 Congress Street
Boston, MA 02210
Capital Research Global Investors(8)	5,007,317	—	5,007,317	5.8%
333 South Hope Street
Los Angeles, CA 90071
Named Executive Officers and Directors:
Ronald F. Clarke(9)	890,666	3,556,665	4,447,331	5.0%
Eric R. Dey(10)	19,359	103,000	122,359	*
Kurt P. Adams(11)	12,510	43,396	55,906	*
David J. Krantz (12)	10,875	0	10,875	*
Armando L. Netto(13)	10,059	82,500	92,559	*
Michael Buckman(14)	17,567	—	17,567	*
Joseph W. Farrelly(15)	11,267	—	11,267	*
Thomas M. Hagerty(16)	4,243	—	4,243	*
Mark A. Johnson(17)	97,894	—	97,894	*
Richard Macchia(18)	14,343	—	14,343	*
Hala G. Moddelmog(19)	3,910	—	3,910	*
Jeffrey S. Sloan(20)	12,567	—	12,567	*
Steven T. Stull(21)	19,314	—	19,314	*
Directors and Executive Officers as a Group (15 Persons)(22)	1,149,022	4,000,311	5,149,333	5.7%

______________________


*	Less than 1%


(1)	Unless otherwise noted, the business address for the individual is care of FLEETCOR Technologies, Inc., 5445 Triangle Parkway, Peachtree Corners, Georgia, 30092.


(2)	Unless otherwise noted, includes shares for which the named person has sole voting and investment power or has shared voting and investment power with his spouse. Excludes shares that may be acquired through stock option exercises.


(3)	Includes shares that can be acquired through stock option exercises through April 9, 2019.


(4)	Includes common stock, restricted stock, and shares that can be acquired through stock option exercises through April 9, 2019.


(5)	This information was reported on a Schedule 13G filed by The Vanguard Group with the SEC on February 11, 2019. The Schedule 13G was filed on behalf of: the following entities (1) The Vanguard Group; (2) Vanguard Fiduciary Trust Company and (3) Vanguard Investments Australia, Ltd.

(6)

This information was reported on a Schedule 13G filed by BlackRock, Inc. with the SEC on February 4, 2019. The Schedule 13G was filed on behalf of the following entities: (1) BlackRock, Inc., (2) BlackRock (Luxembourg) S.A., (3) BlackRock (Netherlands) B.V., (4) BlackRock Advisors (UK) Limited, (5) BlackRock Advisors, LLC, (6) BlackRock Asset Management Canada Limited, (7) BlackRock Asset Management Ireland Limited, (8) BlackRock Asset Management North Asia Limited, (9) BlackRock Asset Management Schweiz AG, (10) BlackRock (Singapore) Limited, (11) BlackRock Financial Management, Inc., (12) BlackRock Fund Advisors, (13) BlackRock Fund Managers Ltd, (14) BlackRock Institutional Trust Company, National Association, (15) BlackRock International Limited, (16) BlackRock Investment Management (Australia) Limited, (17) BlackRock Investment Management (UK) Limited, (18) BlackRock Investment Management, LLC, (19) BlackRock Japan Co Ltd, and (20) BlackRock Life Limited.

(7)

This information was reported on Schedule 13G filed by Wellington Management Group LLP with the SEC on February 12, 2019. The Schedule 13G was filed on behalf of the following entities: (1) Wellington Group Holdings LLP, (2) Wellington Investment Advisors LLP, (3) Wellington Management Global Holdings, Ltd. and one or more of the following investment advisers (the "Wellington Investment Advisers"): (4)Wellington Management Company LLP, (5) Wellington Management Canada LLC, (6) Wellington Management Singapore Pte Ltd, (7) Wellington Management Hong Kong Ltd, (8)Wellington Management International Ltd, (9) Wellington Management Japan Pte Ltd and (1) Wellington Management Australia Pty Ltd. The securities as to which the Schedule 13G was filed by Wellington Management Group LLP, as parent holding company of certain holding companies and the Wellington Investment Advisers, are owned of record by clients of the Wellington Investment Advisers. Wellington Investment Advisors Holdings LLP controls directly, or indirectly through Wellington Management Global Holdings, Ltd., the Wellington Investment Advisers. Wellington Investment Advisors Holdings LLP is owned by Wellington Group Holdings LLP. Wellington Group Holdings LLP is owned by Wellington Management Group LLP.


(8)	This information was reported on Schedule 13G filed by Capital Research Global Investors, a division of Capital Research and Management Company ("CRMC") with the SEC on February 14, 2019.


(9)	Includes 865,666 shares of common stock, vested options of 3,556,665 and 250,000 shares of restricted stock subject to vesting requirements.


(10)	Includes 18,484 shares of common stock, vested options of 103,000 and 875 shares of restricted stock subject to vesting requirements.


(11)	Includes 5,939 shares of common stock, vested options of 43,396 and 6,571 shares of restricted stock subject to vesting requirements.


(12)	Includes 10,875 shares of restricted stock subject to vesting requirements.


(13)	Includes 9,184 shares of common stock, vested options of 82,500 and 875 shares of restricted stock subject to vesting requirements.


(14)	Includes 16,291 shares of common stock and 1,276 shares of restricted stock subject to vesting requirements.


(15)	Includes 9,991 shares of common stock and 1,276 shares of restricted stock subject to vesting requirements.


(16)	Includes 2,967 shares of common stock and 1,276 shares of restricted stock subject to vesting requirements.


(17)	Includes 96,618 shares of common stock and 1,276 shares of restricted stock subject to vesting requirements.


(18)	Includes 13,067 shares of common stock and 1,276 shares of restricted stock subject to vesting requirements.


(19)	Includes 2,634 shares of common stock and 1,276 shares of restricted stock subject to vesting requirements.


(20)	Includes 11,291 shares of common stock and 1,276 shares of restricted stock subject to vesting requirements.

(21)

Represents 6,247 shares of common stock held by Advantage Capital Financial Company, LLC ("Advantage Capital") and related entities, 11,791 shares of common stock held by Mr. Stull and 1,276 shares of restricted stock subject to vesting requirements. Mr. Stull has shared voting power with respect to such shares of common stock held by Advantage Capital, and as a result, may be deemed to beneficially own such shares. Mr. Stull disclaims ownership of the shares held by the Advantage Capital entities except to the extent of his pecuniary interest therein. Advantage Capital is a private equity fund that invests on behalf of other investors.


(22)	In addition to the officers and directors named in this table, two other executive officers are members of this group.

EXECUTIVE OVERVIEW OF 2018 FINANCIAL PERFORMANCE

FLEETCOR has a long track record of consistently delivering strong financial results and growth as a result of excellent execution, new product innovation and accretive acquisitions. Since our initial public offering (“IPO”) on December 15, 2010, profitability (measured as net income and adjusted net income) grew at a compounded annual growth rate of 29% and 27%, respectively. This financial performance has resulted in significant increase in value to our stockholders and the overall value of the Company in this same time period, resulting in significant returns in relation to other companies in our sector, as well as compared to the S&P 500 ® Data Processing & Outsourced Services index, S&P 500 ® index and Dow Jones Industrial average. We believe it is important to provide the context of the longer time period to enable a better understanding of the Company’s strategy and approach to performance considerations.

This high level of performance over the past eight years has been achieved as the Company has executed on its strategy of transforming into a global provider of business payment services, from simply a US based fuel card provider. We believe that the diversification we have achieved from both a product and geographic perspective, has made the Company more balanced relative to risks and opportunities, and created a durable growth model in large, under-penetrated markets. Throughout that transition, we have maintained the characteristics that have driven our success from the beginning. Our businesses are primarily business to business, have high recurring revenue models, have specialized networks which create barriers to entry, have high EBITDA margins, and have similar selling systems which can be leveraged across businesses. The composition, breadth and scale of the company today makes FLEETCOR one of the largest companies focused on the business payments market, and continues to provide us with substantial growth opportunities over a long period of time.

I.2018 & Long Term Performance

Financial Performance Growth:As discussed in our annual report on Form 10-K for 2018, we delivered strong financial results in 2018, including the following:

Revenues, net of $2.434 billion, an increase of 8% over 2017, and 13% under ASC 605 in both periods.

Net income of $811.5 million, an increase of 10% over 2017.


•	Adjusted net income¹ of $970 million, an increase of 21% over 2017.

Net income per diluted share of $8.81, an increase of 11% over 2017.


•	Adjusted net income per diluted share¹ of $10.53, an increase of 23% over 2017.


•	Since our IPO in December of 2010, the Company has grown adjusted net income per diluted share (on a pro forma basis in 2010)¹ over the prior year as follows:



2011	2012	2013	2014	2015	2016	2017	2018
31%	38%	35%	27%	22%	10%	23%	23%

Stock Price:

The Company’s stock price has grown from $27.25, the closing stock price at our IPO on December 15, 2010, to $185.72 on December 31, 2018.

Our closing stock price on March 29, 2019 was $246.59, after recovering from the fourth quarter 2018 market downturn and accelerating further due to strength in the fuel business, underlying growth metrics and FLEETCOR's strategy execution. This is an increase of 33% compared with December 31, 2018, and 73% and 805%, respectively, since December 31, 2015 and the date of our IPO.

______________________

¹Non-GAAP financial measure. A reconciliation of adjusted net income to our GAAP numbers is provided on page 87 of our Form 10-K for the years ended December 31, 2018, 2017 and 2016, as well as in Appendix B to this proxy statement for the years ended December 31, 2018, 2017, 2016, 2015 and 2014,. The $2.6 billion of revenues, net run rate is calculated as fourth quarter 2018 revenues, net provided on page 130 of our Form 10-K for the year ended December 31, 2018 multiplied by four.

*2010 is reflected on a pro forma basis (to exclude the impact of a one-time charge related to stock based compensation and the impact of public company expenses, loss on extinguishment debt, non-cash compensation expenses associated with our stock plan and in crease in the effective tax rate, effective during 2011.

Adjusted Net Income per Diluted Share vs Total Shareholder Return (TSR): From December 31, 2010 through December 31, 2018, total shareholder return was over 500%, tracking comparably to earnings per share and total earnings per share growth during that same time of 501% and 557%, respectively. More recently, the stock price performance has improved as strength in the fuel business is properly reflected in the underlying growth metrics, and FLEETCOR has improved its communication with shareholders about its strategy and execution. As of the last business day prior to the filing of this proxy, April 26, 2019, our stock price has increased 39% since December 31, 2018, compared to the S&P 500 increase of 17% and the S&P Data Processing and Outsourced Services industry group increase of 26%, respectively.

Total shareholder return is a measure of the performance of different companies' stocks and shares over time. It combines share price appreciation and dividends paid to calculate the total return to the shareholder expressed as an annualized percentage.

For purposes of illustrating TSR, the graph below assumes $100 invested on December 31, 2010, at the then price of $30.92 per share, and compares (a) the percentage change of our cumulative total stockholder return on the common stock and (b) growth in our adjusted net income per diluted share.

We show below the annual revenue, net income, adjusted net income and adjusted net income per diluted share growth since our IPO in 2010 and the relative growth during the presented time periods.

Note: Market cap is defined as basic shares of common stock outstanding multiplied by year-end share price.

II.2018 Say on Pay Vote andActions Following the 2018 Annual Meeting

2018 Say on Pay Vote: At our 2018 annual meeting, our stockholders were asked to cast a non-binding, advisory vote to approve our 2017 executive compensation for our named executive officers. Only 14.3% of the votes cast by our stockholders were in support of the executive compensation for our named executive officers in 2018.

Investor Outreach: In conjunction with the 2018 annual meeting and since then, the Company met with holders of over 59% of outstanding common stock in order to discuss the Company’s performance, strategy and corporate governance. Subsequent to the 2018 annual meeting, the Company contacted our top 20 shareholders, which represents over 54% of outstanding shares. This outreach was specifically to discuss corporate governance, including environmental and social matters, and especially to obtain feedback on the 2018 Say on Pay vote.

Relative to governance related topics, the conversations were constructive, however the feedback was largely centered around some general themes as noted below.



●	CEO pay
	○ Absolute level of CEO pay
	○ Structure of pay package

●	Performance targets
	○ Preference for rigorous targets
	○ Preference for inclusion of relative performance metrics
	○ Preference for longer performance target measuring period

Additionally, the Company spent considerable time discussing with shareholders the progress the Company has made relative to previous topics of heightened shareholder interest. The compensation committee also engaged Pearl Meyer & Partners, LLC ("Pearl Meyer") to assist the committee with a review of the historical Say on Pay voting results and CEO pay levels, stockholder outreach considerations, and recommendations for the 2018 executive compensation program design, taking into account the Company’s business strategy, competitive practices, and stockholder engagement feedback.

The compensation committee believes the current structure is one that has worked for the Company over a long period of time but, based on stockholder feedback, has made some changes as detailed in the table below. It is important to understand that the Board views shareholder feedback as a critical piece of information as it makes decisions about future governance changes. Our goal is to be responsive, but also to balance that feedback with future changes while ensuring continued, strong Company performance.

The actions we have taken in response to this feedback are outlined below.



What We Heard	What We Did	When We Did It
Concern at size of CEO equity awards	The compensation committee and Mr. Clarke agreed that Mr. Clarke’s total compensation for 2018 would not exceed $8 million. We included a restriction in the Amended and Restated 2010 Equity Compensation Plan against making any grants from the 3,500,000 share pool increase to Mr. Clarke in 2018 and 2019.	2018, 2019
Preference for using majority voting in the election of directors	Adopted majority voting standard in the election of directors	2018
Need to communicate more clearly about compensation matters and link to FLEETCOR's performance	Addition of executive overview section and expanded disclosure on financial performance	2019
Declassification of the Board of Directors (Elect each director annually)	The Board of Directors has adopted and is asking stockholders to approve the Charter Amendment to phase out our classified Board so that all directors will be elected annually beginning at the 2022 annual meeting.	2019

Considering the feedback from stockholders and advice from Pearl Meyer, the compensation committee has taken the following actions:

Established a minimum vesting period for any equity grants of one year; and

Updated the peer groups considered when comparing the Company's performance and compensation practices with peers.

The compensation committee believes these changes have enhanced our executive compensation practices and help align executive compensation with our Company’s business and strategic objectives and maximize long-term stockholder growth. The compensation committee continues to evaluate its approach to executive compensation, specifically for our CEO. The compensation committee will continue to consider the outcome of our say-on-pay votes when making future compensation decisions for the named executive officers. We welcome input from our stockholders on our compensation policies and compensation program at any time.

III.Perspective of the Compensation Committee

Message from the Compensation Committee: In response to considerable and clear shareholder feedback on executive compensation practices, the compensation committee acted in 2018 and agreed with Mr. Clarke, to limit CEO compensation to a level at or below our peer group median in 2018, which was approximately $8 million at the beginning of 2018. You can see in the executive compensation tables that we fulfilled our promise. We also agreed not to award our CEO any new stock based compensation grants from the recent 3,500,000 increase to our share pool in 2018 and 2019, to which we have adhered.

The compensation committee believes that the current compensation structure has produced significant shareholder value over a long period of time, and we continue to believe that many elements of our current program are right for our Company. We have received a variety of perspectives on all aspects on what the best compensation structure should be, largely based on broad best practices about what makes a good total package, but no clear consensus has emerged. Ultimately, our responsibility is to our shareholders, by providing a structure that we believe is best aligned with their interests, and delivers consistent, strong returns as we have been able to do since our IPO in 2010.

The committee continues to believe that the Company’s CEO has been a critical catalyst in driving the Company’s outstanding performance. Our compensation system, by design, concentrates the equity grants to our CEO. We believe this approach has been successful as evidenced by the Company’s consistently leading earnings growth. Nevertheless, the compensation committee desires to be responsive to our shareholders' concerns as voiced through the Say on Pay vote and our stockholder outreach, and will continue to strike a balance between incenting and driving future performance, along with current market practices.

III.Pay for Performance

A fundamental principle underlying our compensation program is that we should pay for performance. In accordance with this principle, a vast majority of executive pay is performance based and not guaranteed.

Our executive compensation programs are materially aligned with short and long-term Company performance. They incentivize and reward our executives for achievement of short-term goals aligned with the fiscal year operating plan (annual cash incentive program) and achievement of long-term goals measured over a multi-year period (long-term equity incentive plan). In support of our long-term goals, we incentivize and reward our executives with performance-based restricted stock to be earned based on (1) achievement of multiple financial and performance measures (performance shares) and (2) our annual company-wide performance for achieving adjusted net income per diluted share (EPS shares). We believe the performance shares and EPS shares align the interests of executives with those of our stockholders. Also in support of our long-term goals, we periodically incentivize our executives with time-based stock option awards, typically at the time of their hiring and when initial time based stock option awards are vested.

For our chief executive officer, as well as our other named executive officers, target achievement criteria under our short-term and long-term incentive programs in 2018 are performance-based, except for certain time-based stock option grants. However, we view these stock option grants as being inherently performance-based, as the require stock price appreciation before there is any real value earned, while remaining simple. In addition, our long-term incentives are 100% stock-based, so that the value of the shares earned fluctuates with stock price during the performance and vesting periods, aligning our executives’ interests with those of our stockholders. Executives are also subject to stock ownership guidelines, and the shares they are required to hold under that program also fluctuate with stock price.

As described above, our operating performance for 2018 continued to be strong, which is reflected in the pay earned by the named executive officers in 2018.

In aggregate for 2018, the named executive officers earned 129% of target for the annual cash incentive program. These payouts were a result of achieving specific profitability, adjusted cash net income earnings per share, and individual goals set in February 2018.

In aggregate, the named executives earned approximately 95% of targets for the long-term equity incentive plan in connection with the performance based restricted share awards utilizing financial measures in 2018. The payouts were a result of achieving specific adjusted net income per diluted share “EPS” and personal performance goals, with certain awards containing additional time based vesting criteria. The value of the restricted awards changes as our stock price changes, thereby continuing to align executive and shareholder interests.

Performance vs. Peer Groups: With the assistance of Pearl Meyer, the compensation committee established two peer groups for purposes of benchmarking company performance and compensation - a performance peer group and an industry peer group. More information about the companies in each peer group is provided under “Compensation Discussion and Analysis - Peer Groups.” The comparisons below are included to provide insight to the operational performance of the Company compared with peers’ over the last 5 years. During that time, the Company’s revenue growth and EBITDA growth compare favorably to both peer groups. However, our TSR compared to peers over the same 1, 3 and 5 year time periods lagged in those comparisons due to our underperformance of our stock price. Our revenue and EBITDA growth demonstrate the strength of the Company’s performance but that performance was not reflected in the stock price for much of the time. We believe it is important to consider our strong financial performance rather than stock price fluctuations over the short term, but we also recognize that the stock price is the ultimate reflection of performance over a longer period.

Our performance in relation to our identified performance and industry peer groups is as follows:



(in millions, except percentages)	Revenue	Market Cap	EBITDA	EBITDA Margin	1 YR TSR	3 YR TSR	5 YR TSR

Performance Peer Group Median	$3,645	$15,929	$1,286	42%	-19%	43%	83%
Industry Peer Group Median	$3,977	$15,989	$1,432	37%	4%	60%	129%

FLEETCOR Technologies Inc.	$2,433	$21,458	$1,365	56%	-3%	30%	58%

FLEETCOR Percentile in performance peer group	38%	63%	63%	94%	75%	44%	31%
FLEETCOR Percentile in industry peer group	21%	64%	36%	100%	14%	21%	29%



(in millions, except percentages)	1 YR Revenue Growth	3 YR Revenue Growth	5 YR Revenue Growth	1 YR EBITDA Growth	3 YR EBITDA Growth	5 YR EBITDA Growth

Performance Peer Group Median	13%	83%	144%	11%	118%	224%
Industry Peer Group Median	3%	23%	62%	12%	64%	73%

FLEETCOR Technologies Inc.	8%	43%	172%	19%	88%	207%

FLEETCOR Percentile in performance peer group	38%	25%	69%	63%	44%	44%
FLEETCOR Percentile in industry peer group	79%	71%	100%	93%	79%	100%

We continue to evaluate our plans each year against various sets of market data to further align our pay practices with performance to ensure that we pay for performance.

COMPENSATION DISCUSSION AND ANALYSIS

Given that Proposal 1 relates to a compensation plan in which our executive officers and directors will participate, the Company is required under Item 8 of Schedule 14A to furnish executive compensation information required by Item 402 of Regulation S-K and certain paragraphs of Item 407 of Regulation S-K related to our last completed fiscal year ended December 31, 2016. As such, below is the Compensation Discussion and Analysis section and related compensation tables that were included in our Proxy Statement dated May 1, 2017.

The following discussion and analysis of compensation arrangements of our named executive officers for the fiscal year ended December 31, 2016 should be read together with the compensation tables and related disclosures set forth below.

This compensation discussion and analysis describes the compensation policies and programs, the material compensation decisions we have made under those programs and policies, and the material factors that we have considered in making those decisions. Following this section is a series of tables containing specific information about the compensation earned or paid in ~~2016~~2018 to the following individuals. We refer to these individuals as our “named executive officers” or “NEOs” for purposes of this proxy statement. The discussion below is intended to explain the detailed information provided in the tables contained in this section and to put that information into context within our overall compensation program.

Our named executive officers for ~~2016 were:~~2018 are:

Ronald F. Clarke—Chief Executive Officer and Chairman of the Board of Directors

Eric R. Dey—Chief Financial Officer

~~John S. Coughlin—Executive Vice~~Kurt P. Adams—Group President—~~Global~~ Corporate ~~Development~~Payments

~~Charles Freund—Executive Vice President—Global Sales~~

~~Todd W. House—~~David J. Krantz—Grout President—North America ~~Direct Issuing, U.S.Telematics and Efectivale~~Fuel

~~2016 Executive Overview~~

~~As discussed in our Management Discussion and Analysis contained in our annual report on Form 10-K for 2016, we accomplished the following:~~

~~Revenues, net of $1.832 billion, an increase of 8% over 2015.~~

~~Net income of $452.4 million, an increase of 25% over 2015.~~


•	~~Adjusted net income~~¹ ~~of $659.2 million, an increase of 11% over 2015.~~

~~Net income per diluted share of $4.75, an increase of 23% over 2015.~~


•	~~Adjusted net income per diluted share~~¹ ~~of $6.92, an increase of 10% over 2015.~~


•	~~Since our IPO in December of 2010, the Company has grown adjusted net income per diluted share (on a pro forma basis in 2010)~~¹ ~~over the prior year 31%, 38%, 35%, 27%, 22% and 10% in 2011, 2012, 2013, 2014, 2015 and 2016, respectively.~~


•	~~Exited the fourth quarter of 2016 with over $2 billion of run rate revenues, net~~¹~~, 20% higher than the same time in 2015.~~

~~Acquired STP for $1.3 billion, the second largest business acquisition in the Company’s history, a significant success that furthers the Company’s position in the~~ Armando L. Netto—President—Brazil ~~tolls market, as well as three smaller acquisitions for approximately $75 million.~~

Grew the Company’s stock price from $27.25 on December 15, 2010 to $141.52 on December 31, 2016, an increase of over 419%, leading our sector, and besting the S&P 500 by over 330% and the Russell 2000 by over 340%.

Our performance has helped drive our Company’s strong total stockholder returns that have benefited our stockholders and outperformed our competitors. We show below the annual revenue, adjusted net income and adjusted net income per share growth since our initial public offering in 2010 and the relative growth during the presented time periods. Performance charts follow.

~~______________________~~

Non-GAAP financial measure. A reconciliation of adjusted net income and adjusted net income per diluted share to our GAAP numbers is provided on page 71 of our Form 10-K for the years ended December 31, 2016, 2015 and 2014, as well as in Appendix A to this proxy statement for the years ended December 31, 2016, 2015, 2014, 2013, 2012, 2011 and 2010 (2010 on a pro forma basis). The $2 billion of revenues, net run rate is calculated as fourth quarter 2016 revenues, net provided on page 109 of our Form 10-K for the year ended December 31, 2016 multiplied by four.

*Note: 2010 is reflected on a pro forma basis (to exclude the impact of a one-time charge related to stock comp expense and to reflect the impact of public company expenses, loss on extinguishment of debt, non-cash compensation expenses associated with our stock plan and an increase in the effective tax rate, effective during 2011).

FleetCor has grown profitability measured as net income and adjusted net income per diluted share at a compounded annual growth rate of 27% and 30%, respectively, since our initial public offering. This financial performance has resulted in significant increase in value to our stockholders and the overall value of the Company since our initial public offering, resulting in significantly greater returns than any other Company in our sector, as well as compared to Russell 2000 index, S&P 500 ^® ~~Data Processing & Outsourced Services index, S&P 500~~ ^® ~~index and Dow Jones Industrial average.~~

~~Note: Market cap is defined as basic shares of common stock outstanding multiplied by year-end share price.~~

Relative to our peers within our performance based peer group, FleetCor has consistent earnings before income taxes (“EBIT”), with exceptional revenue to EBIT ratio, and as a result is valued at the top of our performance peer group.

On the basis of stockholder returns, FleetCor’s performance has also been outstanding. The following graph assumes $100 invested on December 30, 2011, at the closing price of our common stock on that day ($29.87), and compares (a) the percentage change of our cumulative total stockholder return on the common stock (as measured by dividing (i) the difference between our share price at the end and the beginning of the period presented by (ii) the share price at the beginning of the periods presented) with (b) (i) the Russell 2000 index and (ii) the S&P 500^® ~~Data Processing & Outsourced Services index, (iii) the S&P 500~~^® ~~and (iv) the Dow Jones Industrial average.~~

Period Ending
FleetCor
Technologies, Inc.
Russell 2000
S&P Data
Processing and
Outsourced
Services
S&P 500 Dow Jones Industrial Average
12/31/2011 $ 100.00
$ 100.00
$ 100.00
$ 100.00
$ 100.00
12/31/2012 $ 179.61
$ 114.63
$ 128.00
$ 113.41
$ 107.26
12/31/2013 $ 392.27
$ 157.05
$ 194.26
$ 146.97
$ 135.68
12/31/2014 $ 497.86
$ 162.59
$ 217.85
$ 163.72
$ 145.88
12/31/2015 $ 478.51
$ 153.31
$ 240.81
$ 162.53
$ 142.62
12/31/2016 $ 473.79
$ 183.17
$ 254.91
$ 178.02
$ 161.76

~~______________________~~

~~Pay for Performance~~

and achievement of long-term goals measured over a multi-year period (long-term equity incentive plan). In support of our long-term goals, we incentivize and reward our executives with performance-based restricted stock to be earned based on (1) multiple financial and performance measures (performance shares) and (2) our annual company-wide performance for achieving adjusted net income per diluted share (EPS shares). We believe the performance shares and EPS shares align the interests of executives with those of our stockholders. Also in support of our long-term goals, we incentivize our executives with time-based stock option awards, typically at the time of their hiring and when initial time based stock option awards are vested.

For our chief executive officer, as well as our other named executive officers, target achievement criteria under our short-term and long-term incentive programs in 2016 are performance-based, except for certain time-based stock option grants. However, we view these stock option grants as being performance-based, because they have no value to the executives unless our stock price increases. In addition, our long-term incentives are 100% stock-based, so that the value of the shares earned fluctuates with stock price during the performance and vesting periods, aligning our executives’ interests with those of our stockholders. Executives are also subject to stock ownership guidelines, and the shares they are required to hold under that program also fluctuate with stock price.

As described above, our operating performance for 2016 continued to be strong, despite the unfavorable macroeconomic environment. This performance is reflected in the pay earned by the named executive officers in 2016.

In aggregate for fiscal year 2016, the named executive officers earned 125% of target for the annual cash incentive program, excluding guaranteed and other discretionary bonus amounts. These payouts were a result of achieving specific profitability, adjusted cash net income earnings per share, and individual goals set in February 2016.

In aggregate, executives earned approximately 80% of targets for the long-term equity incentive plan in connection with the performance based restricted share awards utilizing financial measures in 2016. The payouts were a result of achieving specific adjusted net income per diluted share “EPS” and personal performance goals, with certain awards containing additional time based vesting criteria. The value of the restricted awards changes as our stock price changes, thereby continuing to align executive and shareholder interests.

~~We continue to evaluate our plans each year against various sets of market data to further align our pay practices with performance to ensure that we pay for performance.~~

~~The Role of Say-On-Pay Vote and Stockholder Outreach Program~~

~~At our annual meeting of stockholders held in May 2014, a majority of the votes cast on the say-on-pay proposal did not support the proposal.~~

In order to determine the concerns of our stockholders with respect to our executive compensation program, the chairman of the compensation committee engaged in investor outreach on behalf of the committee. During 2014, the committee chairman spoke with investors representing more than 25% of our outstanding shares to better understand investor perspectives.

The feedback in general requested clearer disclosure of equity award information and supporting considerations, while recognizing that disclosure must be made in a manner that would not reveal FleetCor confidential information. Investors generally did not express concern over the magnitude of executive compensation in light of the exceptional performance of the Company, but some expressed concern over certain performance goals and the potential misperception that the performance measures were not challenging enough, likely due to delays between the date the committee initially considered the performance goals and the date the performance goals were actually approved.

In light of the outcome of the vote and the stockholder outreach, the compensation committee continues to evaluate its approach to executive compensation, specifically for our chief executive officer. The committee had engaged its compensation consultant to advise about ways to address investor concerns, including ways to implement a more even annual equity grant program. In addition, the Board determined to reconstitute the committee to bring it fresh perspectives. In November 2014, when Mr. Hagerty joined the Board, he also assumed the chairmanship of the compensation committee.

We provide our stockholders with the opportunity to cast an advisory vote on executive compensation (a “say-on-pay proposal”) every three years. Therefore, the next say-on-pay vote is at this annual meeting. The compensation committee will continue to consider the outcome of our say-on-pay votes when making future compensation decisions for the named executive officers. We welcome input from our stockholders on our compensation policies and compensation program at any time, not just in the years when we conduct a say-on-pay vote.

Our Compensation Philosophy

The compensation committee of our Board of Directors is responsible for establishing and implementing our compensation philosophy. Our compensation committee evaluates and determines the levels and forms of individual compensation for our executive officers.

Our compensation committee reviews and approves compensation for our executive officers periodically, generally in the first quarter of each fiscal year, based on each executive officer’s performance and our overall performance during the most recent fiscal ~~year.~~year, as well as considering the guidance of a compensation consultant, Pearl Meyer. The committee designs the program with the overall goal that the total compensation paid to our executive officers is fair, reasonable and competitive and includes incentives that are designed to appropriately drive corporate performance. In addition, our chief executive officer plays a significant role in reviewing the performance of the other executive officers and making compensation recommendations to the compensation committee for the executive officers (other than himself).

Our executive compensation program is designed to help us attract talented individuals to manage and operate all aspects of our business, to reward those individuals for the achievement of our financial and strategic goals, to retain those individuals who contribute to the success of our business and to align the interests of those individuals with those of our stockholders. We believe that annual cash incentive compensation should be linked to metrics that create value for our stockholders and the ownership by management of equity interests in our business is an effective mechanism for providing long-term incentives for management to maximize gains for stockholders. A fundamental principle underlying our compensation program is that we should pay for performance. In accordance with this principle, a vast majority of executive pay is performance based and not guaranteed.

Overview of Elements of Compensation

Our compensation program consists of the following five principal components:

Base salary. Base salaries for our named executive officers are reviewed annually.

Annual cash incentive compensation. Our named executive officers typically have the opportunity to earn annual cash incentive compensation based on (1) achievement of company-wide financial performance goals for the year and/or (2) achievement of individual or business unit performance goals.

Discretionary ~~or guaranteed~~ bonus. At the complete discretion of our compensation committee, with recommendations from our chief executive officer (other than for himself), our named executive officers may be awarded a discretionary bonus. In addition, we may agree to guaranteed one-time bonuses with executive officers at the time of hire.

Long-term equity incentive awards. We grant equity awards to our named executive officers as long-term incentives. We endeavor to align a significant portion of our named executive officers’ compensation to our ongoing success and with the returns provided to our stockholders.

Benefits and perquisites. We provide various health and welfare benefits to all of our employees. We provide a 401(k) plan to all of our U.S. employees. We also provide minimal perquisites to our named executive officers. Our named executive officers do not participate in any non-qualified deferred compensation plans or defined benefit pension plans.

~~Role of the Independent Compensation Consultant~~

The compensation committee retained Mercer LLC (“Mercer”) as its compensation consultant in 2013 and 2014. The consultant takes guidance from and reports directly to the compensation committee. The consultant has advised the compensation committee on current and future trends and issues in executive compensation and on the competitiveness of the compensation structure and levels of our executives, including named executive officers. At the request of the compensation committee, and to provide context for the compensation committee’s compensation decisions, the consultant performed the following key services for the compensation committee during 2014:

Assessed the competitiveness of the Company’s executive compensation programs and long-term incentive design in relation to identified performance-based and industry-based peer groups and proposed a go-forward plan for key executives, including executive officers;

With input from the Company, constructed two peer groups for the compensation committee’s review: A performance-based group that consists of organizations with similar financial performance characteristics to the Company and an industry-based group that consists of organizations with similar businesses to that of the Company;

Conducted a market review and analysis for the named executive officers to determine whether their total targeted compensation opportunities were competitive with positions of a similar scope in similarly sized companies in similar industries;

~~Provided advice on undertaking an investor outreach program to engage with stockholders in light of the outcome of our say-on-pay vote; and~~

~~Attended compensation committee meetings at the request of the committee.~~

~~Compensation Consultant Conflict of Interest and Independence Assessment~~

In light of SEC and NYSE rules, we requested and received information from Mercer in 2013 and 2014, addressing independence and potential conflicts of interest, including the following factors: (1) other services provided to us by the consulting firm; (2) fees

paid by us as a percentage of the consulting firm’s total revenue; (3) policies or procedures maintained by the consulting firm that are designed to prevent a conflict of interest; (4) any business or personal relationships between the individual consultants involved in the engagement and a member of the compensation committee; (5) any company stock owned by the individual consultants involved in the engagement; and (6) any business or personal relationships between our executive officers and the consulting firm or the individual consultants involved in the engagement. Based on an assessment of these factors, including information gathered from directors and executive officers addressing business or personal relationships with the consulting firm or the individual consultants, the compensation committee concluded that the work of Mercer did not raise any conflict of interest and that Mercer is independent.

~~Peer Groups~~

We considered the compensation levels, programs, and practices of peer companies to assist us in setting our executive compensation so that it is market competitive. The peer groups used by the compensation committee during 2016 for the establishment of certain 2016 compensation and subsequent years’ compensation were developed in conjunction with a compensation consultant in 2014, based on input from management and approved by the compensation committee.

We have identified two peer groups: a performance-based group that consists of organizations with similar financial performance characteristics to the Company and an industry-based group that consists of organizations with similar businesses to that of the Company. We believe that we compete for talent with companies in each of these peer groups. We believe that identification of peer groups both in our industry and with comparable performance and market capitalization is useful in analyzing our payment practices and compensation programs.

While we are comparable to other companies in our industry in terms of product offerings, we lead our industry and our sector in performance and total stockholder return during the past year, which can make it more challenging for the compensation committee and our stockholders to evaluate our compensation program as compared to our industry. Thus, we believe it is also useful to compare ourselves to companies with similar three year performance results, in addition to companies in our industry.

At the time the peer group was constructed, our performance based peer group was identified considering the sales, market capitalization, earnings before interest and taxes (EBIT), EBIT margins and cash flow on a compounded annualized growth rate over three years of companies that also ranked in the top quartile for each of the performance metrics and companies with market capitalizations ranging from $8—$30 billion, targeting a medium market capitalization of approximately $10 billion. Industry was not a criterion for this peer group. Our identified performance based peer group and their financial performance are as follows:

Sales Market Cap EBIT EBIT Margin
PVH Corp. $ 8,203
$ 7,927
$ 794
10%
Affiliated Managers Group Inc. $ 2,215
$ 9,204
$ 705
32%
B/E Aerospace Inc. $ 2,933
$ 6,586
$ 529
18%
Equinix Inc. $ 3,612
$ 30,979
$ 619
17%
United Rentals Inc. $ 5,762
$ 10,617
$ 1,608
28%
Hollyfrontier Corp. $ 10,556
$ 4,961
$ 550
5%
Sunoco Logistics Partners LP. $ 9,216
$ 7,712
$ 815
9%
Colfax Corp. $ 3,647
$ 4,921
$ 323
9%
Under Armour Inc. $ 4,825
$ 7,527
$ 420
9%
Polaris Industries Inc. $ 4,517
$ 5,165
$ 350
8%
Ulta Salon Cosmetics and Fragrances $ 4,855
$ 17,810
$ 655
13%
Ocwen Financial Corp. $ 1,388
$ 678
$ 164
12%
Median $ 4,671
$ 7,619
$ 584
11%
FleetCor Technologies Inc. $ 1,832
$ 13,368
$ 754
41%

~~___________________~~

~~Note: All financial data effective as of most recent fiscal year end or 12 month rolling data as was available.~~

Our industry based peer group was identified by considering publicly traded companies that have a business that is similar to the Company’s. At the time the peer group was constructed, our market capitalization (“market cap”) fell near the median of the group as a whole.

Sales Market Cap EBIT EBIT Margin
Intuit Inc. $ 4,694
$ 30,357
$ 1555
33 %
Fidelity National Information Services $ 9,241
$ 26,329
$ 2,361
26 %
Fiserv Inc. $ 5,505
$ 24,945
$ 1,445
26 %
Alliance Data Systems Corp. $ 7,138
$ 13,329
$ 1,266
18 %
Western Union Co. $ 5,419
$ 9,296
$ 1,105
20 %
Total System Services Inc. $ 4,170
$ 9,580
$ 573
14 %
Global Payments Inc. $ 6,474
$ 11,847
$ 816
13 %
Henry (Jack) & Associates $ 1,355
$ 7,264
$ 342
25 %
Vantiv Inc. $ 3,579
$ 10,163
$ 833
23 %
Wex Inc. $ 1018
$ 4,448
$ 195
19 %
Verifone Systems Inc. $ 1,992
$ 1,999
$ 258
13 %
Median $ 4,694
$ 10,163
$ 833
20 %
FleetCor Technologies Inc. $ 1,832
$ 13,368
$ 754
41 %

~~____________________~~

~~Note: All financial data effective as of most recent fiscal year end or 12 month rolling data as was available.~~

~~The compensation committee periodically reviews and updates the list of companies comprising the peer group to ensure it provides an appropriate marketplace focus.~~

As discussed previously, on the basis of stockholder returns, FleetCor’s performance has also been outstanding in relation to our identified peer groups and the industry. The following graph assumes $100 invested on December 30, 2011, at the closing price of our common stock on that day ($29.87), and compares (a) the percentage change of our cumulative total stockholder return on the common stock (as measured by dividing (i) the difference between our share price at the end and the beginning of the period presented by (ii) the share price at the beginning of the periods presented) with (b) (i) the Russell 2000 index and (ii) the S&P 500^® ~~Data Processing & Outsourced Services index, (iii) our performance peer group and (iv) our industry peer group.~~

Period Ending FleetCor
Technologies, Inc. Russell 2000 S&P Data
Processing and
Outsourced
Services Performance Peer Group Average Industry Peer Group Average
12/31/2011 $100.00 $100.00 $100.00 $100.00 $100.00
12/31/2012 $175.56 $112.90 $127.24 $162.21 $114.27
12/31/2013 $383.41 $154.68 $193.11 $209.93 $171.69
12/31/2014 $486.62 $160.14 $216.56 $219.59 $190.65
12/31/2015 $467.70 $150.99 $239.38 $197.73 $205.12
12/31/2016 $463.09 $180.40 $253.40 $226.15 $215.08

~~Consideration of Peer Groups and Compensation Levels~~

Periodically, the compensation committee may determine it appropriate to engage a compensation consultant. The compensation committee engaged a compensation consultant in both 2013 and 2014, and determined the analysis provided by the compensation consultant was performed sufficiently recent for use in 2015 and 2016. The compensation committee will continue to engage a compensation consultant as it deems appropriate in future periods. During 2014, and for use with considering and setting compensation, the independent consultant collected and analyzed comprehensive market data for the compensation committee’s use. Mercer conducted a study of four distinct market references, three of which were scoped based on comparable market capitalization (performance group, industry group and general industry survey group scoped based on all companies in the general industry with market capitalization of $5 billion to $18 billion, or approximately 0.5x to 2x that of the Company) and the final group based on annual revenues.

~~The consultant presented to the compensation committee market figures based on each company in the performance-based and industry-based peer groups, as well as the 25~~^th~~, 50~~^th ~~and 75~~^th percentile of each respective peer group, to determine market for base salary, target short-term incentive opportunity and long-term incentive opportunity. The compensation committee reviewed the data for each of the named executive officers for purposes of setting each of the elements of compensation and then made individual compensation decisions, taking into consideration such factors as performance, retention, internal equity, individual development, and succession planning, based upon each peer group. The compensation committee did not target any particular quartile or percentage in making compensation decisions. As a result, actual pay opportunities for our executives may be higher or lower than the median indicated by the peer groups.

~~The results of the compensation consultant’s studies revealed two important findings:~~


1.	~~Higher performing companies do not offer higher target levels of compensation than average performing companies; and~~


2.	The disparity between the Company’s market capitalization and revenues causes incongruence between pay levels in that companies with market capitalizations similar to the Company have higher target compensation levels than companies with revenues similar to the Company.

Given the significance of this second finding and the need of the Company to retain top talent at all levels, including our CEO, and given the current market capitalization of the Company, the compensation committee has determined that the two peer groups are the most likely competitors for talent and as such represent the most appropriate reference when considering the compensation of executives. The compensation committee concludes that while revenue is a strong metric on which to gauge the Company’s performance, the Company consistently out-performs the general market of companies with similar revenues, and this may not be a useful metric on which to evaluate appropriate peers for compensation levels of the Company’s executives, especially the CEO.

The compensation consultant also concluded, based on their review of the compensation level of Company executives, that generally cash compensation is at or below market levels for all Company officers. Long-term incentive compensation is above market for certain officers, which causes their total direct compensation to be above market. It is important to note that the compensation consultant’s review was of one year of compensation and FleetCor has a history of front-loaded grants, which may result in inconsistent and less meaningful comparisons to other companies with typical annual grant cycles.

Furthermore, the long-term incentives only have value if the Company continues to grow and the employee performs, since performance awards require meaningful contributions by the employee and options only have value to the extent that the stock price increases from the date of grant. The risk in this case is carried by the employee, as the employee is only rewarded if the employee performs and/or the Company continues to perform.

We believe that this mix of compensation better aligns the employee interests with those of our stockholders and helps ensure goals remain aligned to continue the significant growth that the Company has experienced since our initial public offering.

Determining Compensation for the Named Executive Officers

The compensation committee is responsible for administering our executive compensation ~~practices~~program and making decisions with respect to the compensation paid to our named executive officers. The compensation committee considers the recommendations of the

compensation ~~consultant.~~consultant in making these determinations. In addition, compensation for our executive officers continues to be individualized, impacted by arm’s-length negotiations at the time of employment, and thereafter based on a variety of factors, including:

our compensation committee’s evaluation of the competitive market based on its general market ~~experience;~~experience and the guidance of a compensation consultant;

the roles and responsibilities of our executives, including the role’s impact to creating value for our stockholders;

the individual experience and skills of, and expected contributions from, our executives;

the individual performance of our executives during the year and the historic performance levels of our executives;

our overall financial performance, including alignment of our executive compensation with shareholder interests by linking compensation to our long-term performance;

our financial condition and available resources; and

our need for a particular position to be filled.

Our chief executive officer plays a significant role in reviewing the performance of the other executive officers and making compensation recommendations to the compensation committee for the executive officers who report directly to him, the Company’s performance relative to goals approved by the compensation committee, individual performance versus personal objectives and other individual contributions to the Company’s performance. Our chief executive officer annually evaluates the executive officers’ performance with the compensation committee and makes recommendations for base salary, cash incentive awards and grants of long-term equity incentive awards for all executive officers, other than himself. When discussing performance evaluations and setting compensation levels for our executive officers, the compensation committee works closely with our chief executive officer; however, the compensation committee has the discretion to reject or modify the recommendations of our chief executive officer. Our chief executive officer does not participate as a director in determining or recommending the amount of his own compensation.

Compensation mix and how each element fits into our overall compensation objectives

The compensation committee strives to achieve an appropriate mix between fixed versus variable pay and cash ~~payments and equity incentive~~versus equity-based compensation awards in order to meet our compensation objectives. Our compensation committee does not have any formal policy for allocating compensation between short-term and long-term compensation and cash and non-cash compensation. We believe the most important indicator of whether our compensation objectives are being met is our ability to motivate our executive officers to deliver superior performance and retain them to continue their careers with us on a cost-effective basis.

Our mix of compensation elements is designed to reinforce business and strategic objectives, recognize and reward ~~recent results,~~performance, motivate long-term ~~performance~~value creation, and align our ~~executives’~~executives' interests with those of our stockholders. We achieve this through a combination of cash and equity awards.

Base salary and benefits are designed to provide a secure level of cash compensation.

Annual cash incentive awards are designed to reward ~~recent results. These awards support~~short-term results tied to our annual operating plan and individual objectives, and are only earned ~~only~~ if we meet ~~the~~ performance goals established by the compensation committee.

Discretionary bonuses are designed to reward for performance above and beyond our operating plan or to round payments to a specific award amount. These amounts may also be based on guaranteed payments at the time of offer and acceptance of employment for the first year of employment. These bonuses are awarded at the discretion of the compensation committee.


��	On rare occasions, we award discretionary bonuses. Discretionary bonuses are designed to reward for performance above and beyond our operating plan or to recognize significant additional contributions above and beyond pre-established goals and objectives. These bonuses are awarded at the discretion of the compensation committee.

Equity awards are ~~our chosen vehicle~~provided to motivate long-term performance and align our executives’ interests with those of our stockholders. Equity awards ~~are granted~~have historically been provided in the form of periodic grants of stock options and performance-based restricted stock. Stock options have value for our executives only if our stock price increases. ~~Some performance-based~~Performance-based restricted stock may be tied to corporate metrics (such as earnings per share) and/or individual performance goals, which only has value to our executives only if the ~~executive meets the executive’s~~pre-established corporate and individual performance goals established by the compensation ~~committee. Other performance-based restricted stock has value to our executives only if the Company meets its performance metrics (e.g., earnings per share).~~committee are achieved.

~~While we have typically provided~~We provide cash compensation (base salary) and a cash incentive opportunity to each executive in each ~~year, we~~year. We have not historically provided ~~equity compensation~~stock option grants to each executive on an annual basis. We make equity grants designed to encourage specific performance goals or to reward an executive for extraordinary performance in a particular year and to encourage continued extraordinary performance. In determining the size of an equity award the compensation committee considers relative job responsibility, the value of existing unvested awards, individual performance history, prior contributions to the Company, the size of prior grants, arm’s-length negotiation at the time of an executive’s hiring or refresh, peer group pay practices and availability of shares in our pool.

The compensation committee applies the same compensation policies to all of our executive officers with the overall goal that the total compensation paid to our executive officers is fair, reasonable and competitive and includes incentives that are designed to appropriately drive corporate ~~performance.~~performance and long-term stockholder value creation. The ultimate compensation levels earned by the

named executive officers reflect the

application of these policies to the varying roles and responsibilities of the executives. Generally, the greater the responsibility of the executive and the greater the potential impact of the executive on revenue and net income growth, the higher the potential compensation that can be earned by the executive. In addition, the compensation committee is aware of the competitive market for executive compensation based upon market data provided by compensation consultants, which reflects a meaningful variation between the chief executive officer and other executive positions for each element of compensation.

Our chief executive officer has the greatest responsibility in managing and driving the performance of our Company. He joined our company in 2000, and has managed our significant growth through a combination of organic initiatives, product and service innovation and over 7075 acquisitions of businesses and commercial account portfolios, growing our revenue from $33.0 million in 2000 to over ~~$1.8~~$2.4 billion in ~~2016.~~2018. As a result of our compensation committee’s assessment of our chief executive officer’s role and responsibilities within our Company, his nearly 1719 years of service to our Company and the competitive market for chief executive officer compensation, there is a significant compensation differential between his compensation levels and those of our other named executive officers.

Components of Compensation

~~Historically, we have not applied specific formulas to set compensation; however we have sought to benchmark our compensation programs against similarly situated companies. In 2014, the~~The compensation committee engaged a compensation consultant to ~~help~~ benchmark the Company’s payment practices against other companies in our performance-based and industry-based peer groups, as well as the general industry as a ~~whole.~~whole, and to assist in the design of the 2018 executive compensation program.

Base salary

Initial base salaries for our executive officers are typically negotiated at arm’s-length at the time of hiring. Base salaries are reviewed annually and adjusted from time to time, taking into account individual responsibilities, individual performance for the year, the experience of the individual, current salary, retention incentives, internal equity and the compensation committee’s evaluation of the competitive market, based on ~~its general market experience.~~guidance from the compensation consultant. No particular weight is assigned to each factor. Our CEO, Mr. Clarke, has not had a salary increase in five years.

												Annual Salaries
Executive	2015 Salary		2016 Salary		Increase		2017 Salary		2018 Salary		Increase
Ronald F. Clarke	$	1,000,000	$	1,000,000	—		$	1,000,000	$	1,000,000	—
Eric R. Dey~~(1)~~	$	344,231	$	373,077	7	%	$	500,000	$	500,000	—
John S. Coughlin(2)	$	372,116	$	398,077	7	%
Charles Freund(3)	$	315,384	$	343,077	8	%
Todd W. House(4)	$	372,116	$	398,077	7	%
Kurt P. Adams(1)							$	320,000	$	350,000	9%
David J. Krantz(2)							$	—	$	400,000	—
Armando L. Netto(3)							$	319,695	$	346,761	23%

HOUSEHOLDING OF PROXY MATERIALS

The SEC has adopted rules that permit companies and intermediaries (such as banks and brokers) to satisfy the delivery requirements

for proxy statements and annual reports with respect to two or more stockholders sharing the same address by delivering a single proxy statement addressed to those stockholders. This process, which is commonly referred to as “householding,” potentially means extra convenience for stockholders and cost savings for companies.

This year, a number of banks and brokers with account holders who are FleetCor stockholders will be “householding” FleetCor’s proxy materials. A single proxy statement will be delivered to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your bank or broker that it will be “householding” communications to your address, “householding” will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in “householding” and would prefer to receive a separate proxy statement, please notify your bank or broker, or direct your written request to FleetCor Technologies, Inc., Attention: Corporate Secretary, 5445 Triangle Parkway, Suite 400, Peachtree Corners, Georgia 30092, HOUSEHOLDING, and FleetCor will deliver a separate copy of the proxy statement upon request. Stockholders who currently receive multiple copies of the proxy statement and annual report at their address and would like to request “householding” of their communications should contact their bank or broker.

DATED: Peachtree Corners, Georgia, ~~December~~April 29, ~~2017~~2019

~~APPENDIX A~~

~~FLEETCOR TECHNOLOGIES, INC.~~

~~AMENDED AND RESTATED 2010 EQUITY COMPENSATION PLAN~~

~~Amended and Restated as of ___________, 2018~~

~~TABLE OF CONTENTS~~

§ 1. BACKGROUND AND PURPOSE 1

§ 2. DEFINITIONS 1
2.1 Affiliate 1
2.2 Board 1
2.3 Cause 1
2.4 Certificate 2
2.5 Change in Control 2
2.6 Code 3
2.7 Committee 3
2.8 Company 3
2.9 Director 3
2.10 Fair Market Value 3
2.11 Good Reason 3
2.12 ISO 4
2.13 Key Employee 4
2.14 1933 Act 4
2.15 1934 Act 4
2.16 Net Option Exercise 4
2.17 Non-ISO 4
2.18 Option 4
2.19 Option Certificate 4
2.20 Option Price 4
2.21 Parent 4
2.22 Plan 4
2.23 Protection Period 5
2.24 Rule 16b-3 5
2.25 SAR Value 5
2.26 Stock 5
2.27 Stock Appreciation Right 5
2.28 Stock Appreciation Right Certificate 5
2.29 Stock Grant 5
2.30 Stock Grant Certificate 5
2.31 Subsidiary 5
2.32 Ten Percent Shareholder 5

§ 3. SHARES AND GRANT LIMITS 5
3.1 Shares Reserved 5
3.2 Source of Shares 5
3.3 Reduction and Restoration of Shares Reserved 5
3.4 Use of Proceeds 6
3.5 Grant Limits 6
3.6 Minimum Vesting Period 6

§ 4. EFFECTIVE DATE 7

§ 5. COMMITTEE 7

§ 6. ELIGIBILITY 7

§ 7. OPTIONS 7

7.1 Committee Action 7
7.2 Option Certificate 7
7.3 $100,000 Limit 7
7.4 Option Price 8
7.5 Payment 8
7.6 Exercise 8

§ 8. STOCK APPRECIATION RIGHTS 8
8.1 Committee Action 8
8.2 Terms and Conditions 9
8.3 Exercise 9

§ 9. STOCK GRANTS 10
9.1 Committee Action 10
9.2 Conditions 10
9.3 Dividends, Creditor Status and Voting Rights 11
9.4 Satisfaction of Forfeiture Conditions 11
9.5 Performance Goals for Income Tax Deduction 11

§ 10. NON-TRANSFERABILITY 12

§ 11. SECURITIES REGISTRATION 12

§ 12. LIFE OF PLAN 13

§ 13. ADJUSTMENT 13
13.1 Capital Structure 13
13.2 Shares Reserved 13
13.3 Transactions Described in § 424 of the Code 14
13.4 Fractional Shares 14

§ 14. CHANGE IN CONTROL 14
14.1 No Continuation or Assumption of Plan or Grants/Terms of Certificate 14
14.2 Continuation or Assumption of Plan or Grants 14

§ 15. AMENDMENT OR TERMINATION 15

§ 16. MISCELLANEOUS 15
16.1 Shareholder Rights 15
16.2 No Contract of Employment 15
16.3 Tax Withholding 15
16.4 Construction 15
16.5 Other Conditions 16
16.6 Rule 16b-3 16
16.7 Coordination with Employment Agreements and Other Agreements 16
16.8 Section 409A 16

APPENDIX A

PROPOSED AMENDMENT TO

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

~~iii~~

The following language shows the changes to Article SIXTH of the Amended and Restated Certificate of Incorporation that would result from the proposed amendment to declassify our Board of Directors if Proposal 4 is approved, with deletions indicated by strikethroughs and additions indicated by underlining:

§ 1.
~~BACKGROUND AND PURPOSE~~

~~FleetCor Technologies, Inc. (the “Company”) previously adopted the FleetCor Technologies, Inc. 2010 Equity Compensation Plan (the “2010 Plan”), which became effective upon the completion~~Management of Business and Affairs of the ~~initial public offering~~Corporation. The business and affairs of the ~~Company’s common stock. The 2010 Plan was subsequently amended and restated effective May 30, 2013 (the “2013 Plan”), pursuant to which~~Corporation shall be managed by, or under the ~~number~~direction of, ~~shares of Stock available for future grants was increased from 6,750,000 shares to 13,250,000 shares. On December 20, 2017,~~ the Board ~~amended~~of Directors. In addition to the powers and ~~restated the 2013 Plan, establishing the FleetCor Technologies, Inc.~~authority expressly conferred upon them by statute or by this Amended and Restated ~~2010 Equity Compensation Plan~~Certificate of Incorporation or the Corporation’s Amended and Restated Bylaws, as ~~set forth in this document (the “Plan”). The Board~~ amended and ~~restated~~in effect from time to time (the “Bylaws”), the ~~Plan~~directors are hereby empowered to ~~(i) increase~~exercise all such powers and do all such acts and things as may be exercised or done by the ~~number of shares of Stock available for issuance of future grants by 3,500,000 shares and (ii) make certain other changes as set forth herein.~~

The purpose of this Plan is to promote the interests of the Company and its shareholders by authorizing the Committee to grant Options and Stock Appreciation Rights and to make Stock Grants to Key Employees and Directors in order (1) to attract and retain Key Employees and Directors, (2) to provide an additional incentive to each Key Employee or Director to work to increase the value of Stock and (3) to provide each Key Employee or Director with a stake in the future of the Company to align their interests with those of the Company’s shareholders.

~~§ 2.~~
~~DEFINITIONS~~

~~2.1Affiliate~~—means any organization (other than a Subsidiary) that would be treated as under common control with the Company under § 414(c) of the Code if “50 percent” were substituted for “80 percent” in the income tax regulations under § 414(c) of the Code.Corporation.

~~2.2Board~~2. ~~—means~~Number of Directors. Subject to the rights of the holders of any series of Preferred Stock to elect additional directors under specified circumstances, the number of directors of the Corporation shall be such number as from time to time shall be fixed by, or in the manner provided in, the Bylaws of the Corporation, but in no event shall the number of directors be less than three. Directors need not be stockholders of the Corporation.

3. Classes of Directors. The Board of Directors, other than those directors who may be elected by the holders of any series of Preferred Stock under specified circumstances, currently consists and shall continue to consist of three classes (Class I, Class II and Class III) until the annual meeting of stockholders held in 2022, and thereafter shall consist of one class.

4. Election of Directors. Elections of directors need not be by written ballot except as and to the extent provided in the Bylaws of the Corporation.

5. Terms of Office. Pursuant to Section 3 of this Article Sixth, Class I directors shall initially serve until the annual meeting of stockholders to be held in 2011; Class II directors shall initially serve until the annual meeting of stockholders to be held in 2012; and Class III directors shall initially serve until the annual meeting of stockholders to be held in 2013. At the time the classification of the Board of Directors into three classes becomes effective, the Board of Directors may assign the ~~Company.~~

~~2.3~~directors already in office to such classes. ~~Cause—means, unless otherwise provided in a Key Employee’s employment agreement,~~Subject to the ~~occurrence~~rights of holders of any class or series of Preferred Stock, the ~~following:~~

~~(a)~~Key Employee is convicted of, or pleads guilty to, any felony or any misdemeanor involving fraud, misappropriation or embezzlement, or Key Employee confesses or otherwise admits to the Company, any of its subsidiaries or affiliates, any officer, agent, representative or employee of the Company or one of its subsidiaries or affiliates, or to a prosecutor, or otherwise publicly admits, to committing any action that constitutes a felony or any act of fraud, misappropriation, or embezzlement; or

~~(b)~~there is any material act or omission by Key Employee involving malfeasance or gross negligence in the performance of Key Employee’s duties to the Company or any of its subsidiaries or affiliates to the material detriment of the Company or any of its subsidiaries or affiliates; or

~~(c)Key Employee breaches in any material respect any other material agreement or understanding between Key Employee and the Company in effect as of the time of such termination; or~~

~~(d)~~a previous employer of Key Employee shall commence against Key Employee and/or the Company an action, suit, proceeding or demand arising from an alleged violation of a non-competition or other similar agreement between Key Employee and such previous employer.

~~provided~~, however, that no such act or omission or event shall be treated as “Cause” under this definition unless the Committee determines reasonably and in good faith that “Cause” does exist under the Plan.

~~2.4Certificate—means, as applicable, an Option Certificate, a Stock Appreciation Right Certificate or a Stock Grant Certificate.~~

~~2.5Change in Control—means any one of the following events or transactions:~~

~~(a)~~the sale by the Company of all or substantially all of its assets or the consummation by the Company of any merger, consolidation, reorganization, or business combination with any person, in each case, other than in a transaction:

~~(i)~~in which persons who were shareholders of the Company immediately prior to such sale, merger, consolidation, reorganization, or business combination own, immediately thereafter, (directly or indirectly) more than 50% of the combined voting power of the outstanding voting securities of the purchaser of the assets or the merged, consolidated, reorganized or other entity resulting from such corporate transaction (the “Successor Entity”);

~~(ii)in which the Successor Entity is an employee benefit plan sponsored or maintained by the Company or any person controlled by the Company; or~~

~~(iii)~~after which more than 50% of the members of the board of directors of the Successor Entity were members of the Board at the time of the action of the Board approving the transaction (or whose nominations or elections were approved by at least 2/3terms of the members of the Board of Directors shall be as follows: (i) at the annual meeting of stockholders held in 2020, the directors whose terms expire in 2020 shall stand for election to hold office for a term expiring at the annual meeting of stockholders held in 2021; (ii) at the annual meeting of stockholders held in 2021, the directors whose terms expire in 2021 shall stand for election to hold office for a term expiring at the annual meeting of stockholders held in 2022; and (iii) at the annual meeting of stockholders held in 2022 and at each annual meeting of stockholders, directors elected to succeed those directors whose terms expire at that ~~time);~~meeting shall be elected for a term of office to expire at the thirdthereafter, each director shall be elected for a term expiring at the next succeeding annual meeting of stockholders after their election. A director shall hold office until the annual meeting of stockholders for the year in whichand until such director’s term expires and until his or her successor shall behave been elected and qualified, subject, however to prioror until suchdirector’s earlier death, resignation, retirement, disqualification, or removal from office. No decrease in the number of directors constituting the whole Board of Directors shall shorten the term of an incumbent director.

~~(b)~~6. Allocation of Directors Among Classes in the Event of Increases or Decreases in the ~~acquisition directly~~Number of Directors. InUntil the annual meeting of stockholders held in 2022, in the event of any increase or ~~indirectly by any “person” or “group” (as those terms are used~~decrease in ~~Sections 13(d), and 14(d)~~the authorized number of directors (i) each director then serving as such shall nevertheless continue as director of the ~~1934 Act,~~ class of which he or she is a member until the expiration of such director’s current term or his or her prior death, resignation or removal and (ii) the newly created or eliminated directorships resulting from such increase or decrease shall be apportioned by the Board of Directors among the three classes of directors so as to ensure that no one class has more than one director more than any other class. To the extent possible, consistent with the foregoing rule, any newly created directorships shall be added to those classes whose terms of office are to expire at the latest dates following such allocation, and any newly eliminated directorships shall be subtracted from those classes whose terms of offices are to expire at the earliest dates following such allocation, unless otherwise provided for from time to time by resolution adopted by a majority of the directors then in office, though less than a quorum. Pursuant to Section 3 of this Article Sixth, following the annual meeting of stockholders held in 2022, the Board of Directors shall consist of a single class.

7. Vacancies. Subject to the rights of holders of any class or series of Preferred Stock then outstanding to elect directors under specified circumstances, any vacancy in the Board of Directors and any newly-created directorship, however occurring,

including a newly-created directorship resulting from an enlargement of the Board of Directors, shall, unless otherwise required by law or by resolution of the Board of Directors, be filled only by vote of a majority of the directors then in office, even if less than a quorum, or by a sole remaining director (and not by stockholders). A director elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office, if applicable. A director chosen to fill a position resulting from an increase in the number of directors shall hold office until the next election of the class for which such director shall have been chosen and until his or her successor is elected and qualified, or until his or her earlier death, resignation or removal.

8. Removal. Subject to the rights of holders of any class or series of Preferred Stock then outstanding, any director, or the entire Board of Directors, may be removed from office, but onlywith or without ~~limitation, Rule 13d-5(b))~~cause (except for any directors who were elected prior to the annual meeting of ~~“beneficial ownership” (as determined~~stockholders held in 2020 or such directors’ successors elected pursuant to ~~Rule 13d-3 under~~Section 7 of this Article Sixth (which directors can only be removed for cause)) and only by the ~~1934 Act)~~affirmative vote of ~~securities~~at least a majority of the voting power of all of the then outstanding shares of the capital stock of the Corporation entitled to vote generally in the election of directors, (“voting ~~securities”) of the Company that represent 30% or more of the combined voting power of the Company then-outstanding voting securities, other than:~~together as a single class.

~~(i)~~9. ~~an acquisition~~Stockholder Nominations and Introduction of Business, Etc. Advance notice of stockholder nominations for election of directors and other business to be brought by stockholders before a ~~trustee or other fiduciary holding securities under any employee benefit plan (or related trust) sponsored or maintained by~~meeting of stockholders shall be given in the ~~Company or any person controlled by~~manner provided in the ~~Company or by any employee benefit plan (or related trust) sponsored or maintained by~~Bylaws of the ~~Company or any person controlled by the Company;~~Corporation.

~~(ii)an acquisition~~

APPENDIX B

MANAGEMENT'S USE OF NON-GAAP FINANCIAL MEASURES AND RECONCILIATION OF IMPACT OF ADOPTION OF ASC 606 TO THE CONSOLIDATED STATEMENT OF INCOME

Management’s Use of ~~voting securities~~Non-GAAP Financial Measures

We have included in the discussion above certain financial measures that were not prepared in accordance with GAAP. Any analysis of non-GAAP financial measures should be used only in conjunction with results presented in accordance with GAAP. Below, we define the non-GAAP financial measures, provide a reconciliation of the non-GAAP financial measure to the most directly comparable financial measure calculated in accordance with GAAP, and discuss the reasons that we believe this information is useful to management and may be useful to investors.

Adjusted net income and adjusted net income per diluted share

We have defined the non-GAAP measure adjusted net income as net income as reflected in our statement of income, adjusted to eliminate (a) non-cash stock based compensation expense related to share based compensation awards, (b) amortization of deferred financing costs, discounts and intangible assets, amortization of the premium recognized on the purchase of receivables, and our proportionate share of amortization of intangible assets at our equity method investment, and (c) other non-recurring items, including the impact of the 2017 Tax Act, impairment charges, asset write-offs, restructuring costs, gains due to disposition of assets and a business, loss on extinguishment of debt, legal settlements, and the unauthorized access costs.

We have defined the non-GAAP measure adjusted net income per diluted share as the calculation previously noted divided by the ~~Company or~~weighted average diluted shares outstanding as reflected in our statement of income.

We use adjusted net income to eliminate the effect of items that we do not consider indicative of our core operating performance. We believe it is useful to exclude non-cash stock based compensation expense from adjusted net income because non-cash equity grants made at a ~~person owned, directly or indirectly,~~certain price and point in time do not necessarily reflect how our business is performing at any particular time and stock based compensation expense is not a key measure of our core operating performance. We also believe that amortization expense can vary substantially from company to company and from period to period depending upon their financing and accounting methods, the fair value and average expected life of their acquired intangible assets, their capital structures and the method by ~~the holders~~which their assets were acquired. Therefore, we have excluded amortization expense from adjusted net income. We also believe one-time non-recurring gains, losses, and impairment charges do not necessarily reflect how our investments and business are performing. We believe that adjusted net income and adjusted net income per diluted share are appropriate supplemental measures of ~~at least 50% of the voting power of the Company then outstanding securities in substantially the same proportions as their ownership of the stock of the Company;~~

~~(iii)an acquisition of voting securities from the Company; or~~

~~(iv)an acquisition of voting securities pursuant~~financial performance and may be useful to investors to understanding our operating performance on a ~~transaction described in § 2.5(a) that would~~consistent basis. Adjusted net income and adjusted net income per diluted share are not intended to be a substitute for GAAP financial measures and should not be ~~a Change in Control under § 2.5(a); and~~

for purposes of clarification, an acquisition of the Company’s securities by the Company that causes the Company voting securities beneficially owned by a person or group to represent 30% or more of the combined voting power of the Company’s then-outstanding voting securities is not to be treatedused as ~~an “acquisition” by any person or group for purposes of this § 2.5(b);~~

~~(c)~~the Incumbent Directors (as defined hereafter) cease for any reason (other than ordinary course events, such as death or retirement situations), to constitute at least a majority of the members of the Board. “Incumbent Directors” means (x) the members of the Board on the Effective Date, (y) any director whose election

2such.

Set forth below is a reconciliation of adjusted net income and adjusted net income per diluted share to the most directly comparable GAAP measure, net income and net income per diluted share (in thousands, except per share amounts):



	Year Ended December 31,
	2018			2017			2016²			2015			2014				2013			2012			2011			2010
Net income	$	811,483		$	740,200		$	452,385		$	362,431		$	368,707			$	284,501		$	216,199		$	147,335		$	107,896
Net income per diluted share	$	8.81		$	7.91		$	4.75		$	3.85		$	4.24			$	3.36		$	2.52		$	1.76		$	1.34
Stock based compensation	69,939			93,297			63,946			90,122			37,649				26,676			19,275			21,743			26,755
Amortization of intangible assets, premium on receivables, deferred financing costs and discounts	227,015			233,280			184,475			180,704			100,186				55,852			37,920			24,720			22,484
Impairment of investment	7,147			44,600			36,065			40,000			—				—			—			—			—
Write-off of fixed assets	8,793			—			—			—			—				—			—			—			—
Net gain on disposition of assets/business	(152,750		)	(109,205		)	—			—			—				—			—			—			—
Loss on extinguishment of debt	2,098			3,296			—			—			15,764				—			—			2,669			—
Non-recurring loss due to merger of entities	—			2,028			—			—			—				—			—			—			—
Non-recurring net gain at equity method investment	—			—			(10,845		)	—			—				—			—			—			—
Legal settlements	5,500			11,000									—				—			—			—			—
Restructuring costs	4,969			1,043			—			—			—				—			—			—			—
Unauthorized access costs	2,065			—			—			—			—				—			—			—			—
Other non-cash adjustments	—			—			—			—			(28,869		)	³	—			—			—			—
Total pre-tax adjustments	174,777			279,339			273,641			310,826			124,730				82,528			57,195			49,132			49,239
Income tax impact of pre-tax adjustments at the effective tax rate¹	(39,151		)	(93,164		)	(66,850		)	(80,632		)	(45,767		)		(24,349		)	(17,410		)	(14,804		)	(14,121		)
Impact of tax reform	22,731			(127,466		)	—			—			—				—			—			—			—
Adjusted net income	$	969,840		$	798,909		$	659,176		$	592,625		$	447,670			$	342,680		$	255,984		$	181,663		$	143,014
Adjusted net income per diluted share	$	10.53		$	8.54		$	6.92		$	6.30		$	5.15			$	4.05		$	2.99		$	2.17		$	1.77
Diluted shares	92,151			93,594			95,213			94,139			86,982				84,655			85,736			83,654			80,751

~~or nomination~~______________________

¹Excludes the results of our investments on our effective tax rate, as ~~director was approved by~~results from our investment are reported within the Consolidated Income Statements on a ~~vote~~post-tax basis and no tax-over-book outside basis differences related to our investments reversed during 2017. Excludes the impact of ~~at least 2/3~~tax reform adjustments during the period included in our effective tax rate. Also excludes the net gain realized upon our disposition of ~~the Incumbent Directors in office at the time~~NexTraq, representing a pretax gain of ~~such vote,~~$175.0 million and ~~(z) any director serving~~tax on gain of $65.8 million. The tax on the ~~Board as a result~~gain is included in "Net gain on disposition of the consummation of a transaction described in § 2.5(a) that would not be a Change in Control under § 2.5(a); provided, however, that no director will constitute an Incumbent Director if their initial assumption of office occurred as a result of an actual or threatened (a) election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a person or group other than the Board or (b) tender offer, merger, sale of substantially all of the Company’s assets, consolidation, reorganization, or business combination that would be a Change in Control under § 2.5(a) on the consummation thereof.

~~(d)~~the approval by the Company’s shareholders of a liquidation or dissolution of the Company other than in connection with a transaction described in § 2.5(a) that would not be a Change in Control thereunder.

~~Except as otherwise specifically defined in this § 2.5, the term “person” means an individual, corporation, partnership, trust, association or any other entity or organization.~~

~~2.6Code—means the Internal Revenue Code of 1986, as amended.~~

~~2.7Committee~~—means the Compensation Committee of the Board or a subcommittee of such Compensation Committee, which committee or subcommittee shall have at least 2 members, each of whom shall be appointed by and shall serve at the pleasure of the Board and shall come within the definition of a “non-employee director” under Rule 16b-3 and, with respect to Stock Grants granted prior to November 2, 2017 which were intended to qualify as “performance-based compensation” under § 162(m) of the Code, as amended by the Tax Cuts and Jobs Act, an “outside director” under § 162(m) of the Code.

~~2.8Company—means FleetCor Technologies, Inc. and any successor to FleetCor Technologies, Inc.~~

~~2.9Director—means any member of the Board who is not an employee of the Company or a Parent or Subsidiary or affiliate (as such term is defined in Rule 405 of the 1933 Act) of the Company.~~

~~2.10Fair Market Value—means for any date (a) the closing price for a share of Stock on the New York Stock Exchange on such date as reported by~~ ~~The Wall Street Journal~~ ~~or, if~~ ~~The Wall Street Journal~~ no longer reports such closing price, (b) such closing price as reported by a financial network or newspaper or trade journal selected by the Committee or, if no such closing price is available on such date, (c) such closing price as so reported in accordance with § 2.10(a) for the immediately preceding business day, or, if no newspaper or trade journal reports such closing price or if no such price quotation is available, (d) the current fair market value of a share of Stock that the Committee acting in good faith determines through the reasonable application of a reasonable valuation method which takes into consideration in applying its methodology all available information material to the value of the Company, considering factors including (as applicable) (1) the value of the Company’s tangible and intangible assets, (2) the present value of the Company’s anticipated future cash-flows, (3) the market value of equity interests in similar companies engaged in trades or businesses substantially similar to those engaged in by the Company, the value of which can be readily determined through nondiscretionary, objective means (such as through trading prices on an established securities market or an amount paid in an arms-length private transaction), (4) recent arm’s length transactions involving the sale or transfer of shares of Stock, and (5) other relevant factors such as control premiums or discounts for lack of marketability and whether the valuation method is used for other purposes that have a material economic effect on the Company, the holders of Stock or the Company’s creditors.

~~2.11Good Reason~~—means, unless otherwise provided in a Key Employee’s employment agreement, Option Certificate, Stock Appreciation Right Certificate or Stock Grant Certificate or unless the Committee provides otherwise in connection with a Change in Control:

~~(a)~~any significant reduction by the Company of the Key Employee’s authority, duties, titles or responsibilities; provided, however, a change in the Key Employee’s title that is not accompanied by a significant reduction in the Key Employee’s duties or responsibilities shall not satisfy this § 2.11(a);

~~(b)~~a significant reduction by the Company in the Key Employee’s base salary or bonus opportunity unless such reduction is part of a reduction that is applied on a uniform basis to similarly situated employees; or

~~(c)any material breach by the Company of any other provision of its agreement with the Key Employee;~~

~~provided, however,~~

~~(d)~~Good Reason shall not exist unless the Key Employee shall first give written notice of the facts and circumstances providing Good Reason to the Company and shall allow the Company no less than twenty (20) days to remedy, cure or rectify the situation giving rise to Good Reason; and

~~(e)the Company’s failure to continue the Key Employee’s appointment or election as a director or officer of any of its Affiliates shall not constitute Good Reason.~~

~~2.12ISO—means an option granted under this Plan to purchase Stock which is intended to satisfy the requirements of § 422 of the Code.~~

~~2.13Key Employee—means an employee of the Company or any Subsidiary or Parent or Affiliate to whom the Committee decides for reasons sufficient to the Committee to make a grant under this Plan.~~

~~2.141933 Act—means the Securities Act of 1933, as amended.~~

~~2.151934 Act—means the Securities Exchange Act of 1934, as amended.~~

~~2.16Net Option Exercise~~—means the exercise of an Option under § 7.5 pursuant to a cashless exercise procedure which results in the issuance of a number of shares of Stock comparable to the number of shares of Stock which would have been issued pursuant to the exercise of a Stock Appreciation Right which covered the same number of shares of Stock as the Option and had an SAR Value equal to the Option Price under such Option.

~~2.17Non-ISO—means an option granted under this Plan to purchase Stock which is intended to fail to satisfy the requirements of § 422 of the Code.~~

~~2.18Option—means an ISO or a Non-ISO which is granted under § 7.~~

~~2.19Option Certificate—means the certificate (whether in electronic or written form) which sets forth the terms and conditions of an Option.~~

~~2.20Option Price—means the price which shall be paid to purchase one share of Stock upon the exercise of an Option granted under this Plan.~~

~~2.21Parent—means any corporation which is a parent corporation (within the meaning of § 424(e) of the Code) of the Company.~~

~~2.22Plan—means this FleetCor Technologies, Inc. 2010 Equity Compensation Plan as effective in accordance with § 4 and as amended from time to time thereafter in accordance with § 15.~~

~~2.23Protection Period~~ ~~shall mean the two (2) year period which begins on the date of a Change in Control.~~

~~2.24Rule 16b-3—means the exemption under Rule 16b-3 to Section 16(b) of the 1934 Act or any successor to such rule.~~

~~2.25SAR Value—means the value assigned by the Committee to a share of Stock in connection with the grant of a Stock Appreciation Right under § 8.~~

~~2.26Stock—means the common stock of the Company.~~

~~2.27Stock Appreciation Right—means a right which is granted under § 8 to receive the appreciation in a share of Stock.~~

~~2.28Stock Appreciation Right Certificate—means the certificate (whether in electronic or written form) which sets forth the terms and conditions of a Stock Appreciation Right which is not granted as part of an Option.~~

~~2.29Stock Grant—means a grant under § 9 which provides exclusively for the issuance of shares of Stock.~~

~~2.30Stock Grant Certificate—means the certificate (whether in electronic or written form) which sets forth the terms and conditions of a Stock Grant.~~

~~2.31Subsidiary—means a corporation which is a subsidiary corporation (within the meaning of § 424(f) of the Code) of the Company.~~

~~2.32Ten Percent Shareholder~~—means a person who owns (after taking into account the attribution rules of § 424(d) of the Code) more than ten percent of the total combined voting power of all classes of stock of either the Company, a Subsidiary or Parent.

~~§ 3.~~
~~SHARES AND GRANT LIMITS~~

~~3.1Shares Reserved~~. Subject to § 13, the number of shares of Stock reserved for issuance under this Plan shall be increased by 3,500,000 shares (the “Share Increase”), which will increase the number of shares authorized under the 2013 Plan from 13,250,000 shares (the “2013 Share Pool”) to 16,750,000 shares. For sake of clarity, the shares of Stock available for issuance under the Plan shall be reduced by the number of shares of Stock issued or issuable pursuant to awards granted under the 2010 Plan or 2013 Plan prior to the Effective Date. No more than 3,194,550 shares shall (subject to § 13) be granted as Stock Grants from the 2013 Share Pool. All shares available for issuance under this Plan shall be available for issuance pursuant to ISOs.

~~3.2Source of Shares~~. The shares of Stock described in § 3.1 shall be reserved to the extent that the Company deems appropriate from authorized but unissued shares of Stock and from shares of Stock which have been reacquired by the Company.

~~3.3Reduction and Restoration of Shares Reserved~~. All shares of Stock reserved for issuance under § 3.1 shall remain available for issuance under this Plan until issued pursuant to the exercise of an Option or a Stock Appreciation Right or issued pursuant to a Stock Grant; provided,

~~(a)any shares which are issued pursuant to a Stock Grant and which thereafter are forfeited shall again be available for issuance under § 3.1;~~

~~(b)any shares of Stock issued or otherwise used to satisfy a tax withholding obligation under § 16.3 shall no longer be available for issuance under § 3.1;~~

~~(c)~~any shares of Stock which are tendered to the Company to pay the Option Price of an Option or which are tendered to the Company in satisfaction of any condition to a Stock Grant shall not be added to the shares of Stock reserved for issuance under § 3.1;

~~(d)~~the number of shares of Stock reserved for issuance under § 3.1 shall be reduced on a share-by-share basis for each share of Stock issued in connection with the exercise of a Stock Appreciation Right or an Option or (subject to § 3.3(a)) pursuant to a Stock Grant;

~~(e)~~any shares of Stock that were subject to a stock-settled Stock Appreciation Right that were not issued upon the exercise of such Stock Appreciation Right shall not be added to the shares of Stock reserved for issuance under § 3.1; and

~~(f)any shares of Stock that are purchased by the Company with proceeds from the exercise of an Option shall not be added to the shares of Stock reserved for issuance under § 3.1.~~

~~3.4Use of Proceeds. The proceeds which the Company receives from the sale of any shares of Stock under this Plan shall be used for general corporate purposes and shall be added to the general funds of the Company.~~

~~3.5Grant Limits~~assets/business".

~~(a)~~²~~Subject~~ Reflects the impact of the Company's adoption of Accounting Standards Update 2016-09, "Compensation-Stock Compensation (Topic 718): Improvements to ~~§ 13, no Key~~ Employee ~~in any calendar year shall be granted Options, Stock Appreciation Rights, and/or Stock Grants which in~~Share-Based Payment Accounting", to simplify several aspects of the ~~aggregate are with respect to more than 1,000,000 shares of Stock (i.e.,~~accounting for share based compensation, including the number of shares of Stock that may be purchased pursuant to Options granted to a Key Employee in any calendar year, plus the number of shares of Stock with respect to which Stock Appreciation Rights granted to a Key Employee in any calendar year are based, plus the number of shares of Stock granted to a Key Employee in any calendar year pursuant to a Stock Grant shall not, in the aggregate, exceed 1,000,000).income tax consequences.

~~(b)~~³~~During the 2018~~Other non-cash adjustments are items reflecting adjustments to purchase accounting entries for contingent consideration and ~~2019 calendar years, no Options, Stock Appreciation Rights or Stock Grants may be granted from the Share Increase to the Company’s current Chief Executive Officer, Ron Clarke.~~tax indemnifications for our 2013 acquisitions of DB and VB in Brazil.

~~(c)~~No Director in any calendar year shall be granted Options, Stock Appreciation Rights and/or Stock Grants which have an aggregate fair value in excess of $500,000, determined under applicable accounting standards as ofDue to the ~~date of grant.~~

~~3.6Minimum Vesting Period~~. Any Option, Stock Appreciation Right or Stock Grant granted by the Committee after the Effective Date under the Plan shall be subject to a minimum vesting period of not less than one year from the date the Option, Stock Appreciation Right or Stock Grant is awarded; provided, however, that the foregoing minimum vesting period shall not apply in connection with (a) a Change in Control, (b) a key employee terminating employment due to death or disability or a director ceasing service due to death or disability, (c) a substitute award granted in connection with a transaction pursuant to § 13.3 that does not reduce the vesting period of the award being replaced, or (d) Options, Stock Appreciation Rights or Stock Grants, which in aggregate cover a number of shares of Stock not to exceed five (5%) of the total number of shares of Stock available under the Plan as of the Effective Date. For the purposes hereof, “disability” shall mean a physical or mental incapacity

~~which impairs the individual’s ability to substantially perform his or her duties for a period of one hundred eighty (180) days, as determined by the Committee based on information provided to it.~~

~~§ 4.~~
~~EFFECTIVE DATE~~

~~The Plan shall become effective on the date on which the Plan is approved by the stockholders~~financial impact of the Company ~~(the “Effective Date”).~~

~~§ 5.~~
~~COMMITTEE~~

~~This Plan shall be administered by the Committee. The Committee acting~~going public in its absolute discretion shall exercise such powers and take such action as expressly called for under this Plan and, further, the Committee shall have the power to interpret this Plan and (subject to § 14 and § 15 and Rule 16b-3) to take such other action in the administration and operation of this Plan as the Committee deems equitable under the circumstances, which action shall be binding onDecember 2010, the Company ~~on each affected Key Employee or Director and on each other person directly or indirectly affected by such action. Furthermore,~~evaluates the Committee as a condition to making any grant under this Plan to any Key Employee or Director shall have the right to require him or her to execute an agreement which makes the Key Employee or Director subject to non-competition provisions and other restrictive covenants which run in favorresults for 2010, net of the ~~Company.~~

~~§ 6.~~
~~ELIGIBILITY~~

~~Only Key Employees who are employed by the Company or a Subsidiary or Parent shall be eligible for the grant~~impact of ~~ISOs under this Plan. All Key Employees and all Directors shall be eligible for the grant of Non-ISOs and Stock Appreciation Rights and for Stock Grants under this Plan.~~

~~§ 7.~~
~~OPTIONS~~

~~7.1Committee Action~~. The Committee acting in its absolute discretion shall have the right to grant Options to Key Employees and to Directors under this Plan from time to time to purchase shares of Stock, and Options may be granted for any reason the Committee deems appropriate, including as a substitute for compensation otherwise payable in cash.

~~7.2Option Certificate~~. Each grant of an Option shall be evidenced by an Option Certificate, and each Option Certificate shall set forth whether the Option is an ISO or a Non-ISO and shall set forth such other terms and conditions of such grant as the Committee acting in its absolute discretion deems consistent with the terms of this Plan; however, (a) if the Committee grants an ISO and a Non-ISO to a Key Employee on the same date, the right of the Key Employee to exercise the ISO shall not be conditioned on his or her failure to exercise the Non-ISO and (b) no Option Certificate shall provide for the automatic grant of any new Option upon the exercise of an Option subject to such Option Certificate.

~~7.3$100,000 Limit~~. No Option shall be treated as an ISO to the extent that the aggregate Fair Market Value of the Stock subject to the Option which would first become exercisable in any calendar year exceeds $100,000. Any such excess shall instead automatically be treated as a Non-ISO. The Committee shall interpret and administer the ISO limitation set forth in this § 7.3 in accordance with § 422(d) of the Code,certain costs incurred and the ~~Committee shall treat this § 7.3 as in effect only for those periods for which § 422(d) of the Code is in effect.~~

~~7.4Option Price. The Option Price for each share of Stock subject to an Option shall be no less than the Fair Market Value of a share of Stock~~related impact on the date the Option is granted; provided, however, if the Option is an ISO granted to a Key Employee who is a Ten Percent Shareholder, the Option Price for each share of Stock subject to such ISO shall be no less than 110% of the Fair Market Value of a share of Stock on the date such ISO is granted. The Committee shall not (except in accordance with § 13 and § 14) take any action absent the approvaldiluted shares of the Company’s ~~shareholders (whether through an amendment,~~initial public offering, as if those impacts were fully realized during 2010. Set forth below is a ~~cancellation, making replacement grants or exchanges or any other means)~~reconciliation of adjusted net income and adjusted net income per diluted share to ~~directly or indirectly reduce~~adjusted net income and adjusted net income per diluted share on a pro forma basis for the ~~Option Price~~year ended December 31, 2010, which reflects the impact of ~~any outstanding Option or~~stock-based compensation expense related to ~~make a tender offer for any Option if the Option Price for such Option on~~share-based compensation awards, public company expenses, changes in the effective ~~date of such tender offer exceeds the then Fair Market Value of a share of Stock subject to such Option.~~

~~7.5Payment. The Option Price shall be payable~~tax rate and an increase in ~~full upon the exercise of any Option and, at the discretion of the Committee, an Option Certificate can provide for the payment of the Option Price either~~diluted shares outstanding, effective during 2011, as if these changes had occurred in cash, by check, in Stock or through any cashless exercise procedure which is acceptable to the Committee, including a Net Option Exercise, or in any combination of such forms of payment. Any payment made in Stock shall be treated as equal to the Fair Market Value of such Stock on the date action acceptable to the Committee is taken to tender such Stock to the Committee or its delegate.

~~7.6Exercise~~.

~~(a)Vesting~~. Subject to the minimum vesting requirements of Section 3.6, the Committee may condition the right to exercise an Option on the satisfaction of a service requirement or a performance requirement or on the satisfaction of more than one such requirement or the satisfaction of any combination of such requirements or may grant an Option which is not subject to any such requirements, all as determined by the Committee in its discretion and as set forth in the related Option Certificate.

~~(b)Exercise Period~~. Each Option granted under this Plan shall be exercisable in whole or in part to the extent vested at such time or times as set forth in the related Option Certificate, but no Option Certificate shall make an Option exercisable on or after the earlier of

~~(1)the date which is the fifth anniversary of the date the Option is granted, if the Option is an ISO and the Key Employee is a Ten Percent Shareholder on the date the Option is granted, or~~

~~(2)~~the date which is the tenth anniversary of the date the Option is granted, if the Option is (a) a Non-ISO or (b) an ISO which is granted to a Key Employee who is not a Ten Percent Shareholder on the date the Option is granted.

~~(c)Termination of Status as Key Employee or Director~~. Subject to § 7.6(a), an Option Certificate may provide for the exercise of an Option after a Key Employee’s or a Director’s status as such has terminated for any reason whatsoever, including death or disability.

~~§ 8.~~
~~STOCK APPRECIATION RIGHTS~~

~~8.1Committee Action~~. The Committee acting in its absolute discretion shall have the right to grant Stock Appreciation Rights to Key Employees and to Directors under this Plan from time to time, and each Stock Appreciation Right grant shall be evidenced by a Stock Appreciation Right Certificate or, if such Stock Appreciation Right is granted as part of an Option, shall be evidenced by the Option Certificate for the related Option. Stock Appreciation Rights may be granted for any reason the Committee deems appropriate, including as a substitute for compensation otherwise payable in cash. The Committee shall not (except in accordance with § 13 and § 14)

take any action absent the approval of the Company’s shareholders (whether through an amendment, a cancellation, making replacement grants or exchanges or any other means) to directly or indirectly reduce the SAR Value of any outstanding Stock Appreciation Right or to make a tender offer for any Stock Appreciation Right if the SAR Value for such Stock Appreciation Right on the effective date of such tender offer exceeds the then Fair Market Value of a share of Stock with respect to which the appreciation in such Stock Appreciation Right is based.

~~8.2Terms and Conditions~~.

~~(a)Stock Appreciation Right Certificate~~. If a Stock Appreciation Right is granted independent of an Option, such Stock Appreciation Right shall be evidenced by a Stock Appreciation Right Certificate, and such certificate shall set forth the number of shares of Stock on which the Key Employee’s or Director’s right to appreciation shall be based and the SAR Value of each share of Stock. The SAR Value shall be no less than the Fair Market Value of a share of Stock on the date the Stock Appreciation Right is granted. The Stock Appreciation Right Certificate shall set forth such other terms and conditions for the exercise of the Stock Appreciation Right as the Committee deems appropriate under the circumstances, but no Stock Appreciation Right Certificate shall make a Stock Appreciation Right exercisable on or after the date which is the tenth anniversary of the date such Stock Appreciation Right is granted.

~~(b)Option Certificate~~. If a Stock Appreciation Right is granted together with an Option, such Stock Appreciation Right shall be evidenced by the related Option Certificate, the number of shares of Stock on which the Key Employee’s or Director’s right to appreciation is based shall be no more than the number of shares of Stock subject to the related Option, and the SAR Value for each such share of Stock shall be no less than the Option Price under the related Option. Each such Option Certificate shall provide that the exercise of the Stock Appreciation Right with respect to any share of Stock shall cancel the Key Employee’s or Director’s right to exercise his or her Option with respect to such share and, conversely, that the exercise of the Option with respect to any share of Stock shall cancel the Key Employee’s or Director’s right to exercise his or her Stock Appreciation Right with respect to such share. A Stock Appreciation Right which is granted as part of an Option shall be exercisable only while the related Option is exercisable. The Option Certificate shall set forth such other terms and conditions for the exercise of the Stock Appreciation Right as the Committee deems appropriate under the circumstances.

~~(c)Vesting~~. Subject to the minimum vesting requirements of Section 3.6, the Committee may condition the right to exercise a Stock Appreciation Right on the satisfaction of a service requirement or a performance requirement or on the satisfaction of more than one such requirement or the satisfaction of any combination of such requirements or may grant a Stock Appreciation Right which is not subject to any such requirements, all as determined by the Committee in its discretion and as set forth in the related Stock Appreciation Right Certificate.

~~8.3Exercise~~. A Stock Appreciation Right shall be exercisable to the extent vested only when the Fair Market Value of a share of Stock on which the right to appreciation is based exceeds the SAR Value for such share, and the payment, if any, due on exercise shall be based on such excess with respect to the number of shares of Stock to which the exercise relates. A Key Employee or Director upon the exercise of his or her Stock Appreciation Right shall receive a payment from the Company in cash or in Stock issued under this Plan, or in a combination of cash and Stock, and the number of shares of Stock issued shall be based on the Fair Market Value of a share of Stock on the date the Stock Appreciation Right is exercised. The Committee acting in its absolute discretion shall have the right to determine the form and time of any payment under this § 8.3, subject to the requirements of Section 409A of the Code.2010.



	Year Ended December 31,
	2010			Changes			⁽¹⁾	Pro Forma 2010
Income before income taxes	$	151,280		$	732			$	152,012
Provision for income taxes	43,384			2,421				45,805
Net income	$	107,896		$	(1,689	)		$	106,207
Net income per diluted share	$	1.34						$	1.27
Stock based compensation	26,755			(5,012		)		21,743
Amortization of intangible assets	17,205			—				17,205
Amortization of premium on receivables	3,263			—				3,263
Amortization of deferred financing costs	2,016			—				2,016
Loss of extinguishment of debt	—			2,669				2,669
Total pre-tax adjustments	49,239			(2,343		)		46,896
Income tax impact of pre-tax adjustments at the effective tax rate	(14,121		)	(10		)		(14,131		)
Adjusted net income	$	143,014		$	(4,042	)		$	138,972
Adjusted net income per diluted share	$	1.77						$	1.66
Diluted shares	80,751							83,654

_________________

⁽¹⁾Changes include approximately $2.0 million in incremental cash operating costs for public company expenses, $2.7 million in losses on the extinguishment of debt, $18.0 million of non-cash compensation expenses associated with our stock plan, $23.0 million of non-cash compensation expense associated with our IPO, and a 1.4% increase in our effective tax rate from 28.7% in 2010 to 30.1% in 2011. Additionally, 2011 reflects an increase of 2.9 million diluted shares outstanding, from 80.8 million at December, 31 2010 to 83.7 million at December 31, 2011.




☐	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material under §240.14a-12



☒	No fee required.

☐	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11

	(1)	Title of each class of securities to which transaction applies:
	(2)	Aggregate number of securities to which transaction applies:
	(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
	(4)	Proposed maximum aggregate value of transaction:
	(5)	Total fee paid:

☐	Fee paid previously with preliminary materials.

☐	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

	(1)	Amount Previously Paid:
	(2)	Form, Schedule or Registration Statement No.:
	(3)	Filing Party:
	(4)	Date Filed:




PROXY STATEMENT SUMMARY	1

PROPOSALS	23

~~2017 COMPENSATION DECISIONS AND RELATED MATTERS~~ELECTION OF DIRECTORS	117

~~COMPENSATION DISCUSSION~~EVALUATION AND ~~ANALYSIS~~	15

~~NAMED EXECUTIVE OFFICER COMPENSATION~~EVOLUTION OF OUR BOARD	32

~~GRANTS OF PLAN-BASED AWARDS FOR 2016~~	33

~~OPTION EXERCISES AND STOCK VESTED~~	34

~~OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2016~~	34

~~EMPLOYMENT AGREEMENTS, SEVERANCE AND CHANGE OF CONTROL BENEFITS~~	35

~~POTENTIAL PAYMENTS UPON TERMINATION OF EMPLOYMENT~~	36

~~EQUITY COMPENSATION PLAN INFORMATION~~	37

~~COMPENSATION COMMITTEE REPORT~~	37

~~COMPENSATION OF DIRECTORS~~	37

~~COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION~~	3810

INFORMATION REGARDING BENEFICIAL OWNERSHIP OF PRINCIPAL STOCKHOLDERS, DIRECTORS, AND MANAGEMENT	3817


EXECUTIVE OVERVIEW OF 2018 FINANCIAL PERFORMANCE	19

COMPENSATION DISCUSSION AND ANALYSIS	25

NAMED EXECUTIVE OFFICER COMPENSATION	41

SUMMARY COMPENSATION TABLE FOR 2018	41

GRANTS OF PLAN-BASED AWARDS FOR 2018	42

OPTION EXERCISES AND STOCK VESTED	43

OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2018	43

EMPLOYMENT AGREEMENTS, SEVERANCE AND CHANGE OF CONTROL BENEFITS	44

POTENTIAL PAYMENTS UPON TERMINATION OF EMPLOYMENT	45

EQUITY COMPENSATION PLAN INFORMATION	47

COMPENSATION COMMITTEE REPORT	47

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION	47

PAY RATIO DISCLOSURE	47

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS	48

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE	48

AUDIT COMMITTEE REPORT	49

AUDIT MATTERS	50

SOLICITATION OF PROXIES	4051

VOTING PROCEDURES	41

~~STOCKHOLDER PROPOSALS~~	42

~~STOCKHOLDER RECOMMENDATIONS OF NOMINEES~~	4252

HOUSEHOLDING OF PROXY MATERIALS	4253

APPENDIX A—PROPOSED AMENDMENT TO AMENDED AND RESTATED ~~2010 EQUITY COMPENSATION PLAN~~CERTIFICATE OF INCORPORATION	iA-1

APPENDIX B—MANAGEMENT’S USE OF NON-GAAP FINANCIAL MEASURES AND RECONCILIATION OF IMPACT OF ADOPTION OF ASC 606 TO THE CONSOLIDATAED STATEMENT OF INCOME	B-1




Date and Time:		Wednesday, June 12, 2019, at 10:00 a.m. Eastern Daylight Time

Place:		Our offices at 5445 Triangle Parkway, Peachtree Corners, Georgia 30092

Record Date:		April 15, 2019

Voting:		Holders of our common stock as of the close of business on the record date may vote at the annual meeting. Each shareholder is entitled to one vote per share for each director nominee and one vote per share for each of the other proposals described below.



	Fees earned or paid in cash ($)		Stock awards ($)(1)		Total ($)
Michael Buckman	$	—	$	259,675	$	259,675
Joseph W. Farrelly	$	50,000	$	259,675	$	309,675
Thomas M. Hagerty	$	50,000	$	259,675	$	309,675
Mark A. Johnson	$	—	$	259,675	$	259,675
Richard Macchia	$	50,000	$	259,675	$	309,675
Hala G. Moddelmog	$	—	$	259,675	$	259,675
Jeffrey S. Sloan	$	—	$	259,675	$	259,675
Steven T. Stull	$	—	$	259,675	$	259,675




NOTICE OF 2019 ANNUAL MEETING OF SHAREHOLDERS

June 12, 2019 10:00 a.m. Eastern Daylight Time		5445 Triangle Parkway Peachtree Corners, Georgia 30092



	1.	~~Approve~~To elect the ~~FleetCor Technologies, Inc.~~three class III directors nominated by our board of directors as described in the proxy statement.
	2.	To ratify the reappointment of Ernst & Young LLP as the Company’s independent public accounting firm for the year ending December 31, 2019.
	3.	To approve, on an advisory basis, the compensation of the Company's named executive officers.
	4.	To approve an amendment to the Company’s Amended and Restated ~~2010 Equity Compensation Plan.~~

	Certificate of Incorporation (the “Charter”) to declassify our Board of Directors to provide for election of all directors annually.
2.	5.	To ~~transact such other business as may~~vote on a stockholder proposal, if properly ~~come before~~presented at the ~~Special Meeting.~~Annual Meeting, for the compensation committee of the Board of Directors to adopt a clawback policy to provide that the compensation committee will review, and determine whether to seek recoupment of, incentive compensation paid, granted or awarded to a senior executive.
	6.	To vote on a stockholder proposal, if properly presented at the Annual Meeting, for the compensation committee of the Board of Directors to adopt a policy that financial performance metrics shall be adjusted, to the extent practicable, to exclude the impact of share repurchases when determining the amount or vesting of any senior executive incentive compensation grant or award.



Proposal		Board Vote Recommendation	Page Number

1 —	To elect the three class III directors nominated by our board of directors as described in the proxy statement.	FOR each nominee	3

2 —	To ratify the reappointment of Ernst & Young LLP as the Company’s independent public accounting firm for the year ending December 31, 2019.	FOR	3

3 —	To approve, on an advisory basis, the compensation of the Company's named executive officers.	FOR	3

4 —	To approve an amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Charter”) to declassify our Board of Directors to provide for election of all directors annually.	FOR	3

5 —	To vote on a stockholder proposal, if properly presented at the Annual Meeting, for the compensation committee of the Board of Directors to adopt a clawback policy to provide that the compensation committee will review, and determine whether to seek recoupment of, incentive compensation paid, granted or awarded to a senior executive.	AGAINST	4

6 —	To vote on a stockholder proposal, if properly presented at the Annual Meeting, for the compensation committee of the Board of Directors to adopt a policy that financial performance metrics shall be adjusted, to the extent practicable, to exclude the impact of share repurchases when determining the amount or vesting of any senior executive incentive compensation grant or award.	AGAINST	6



•		Grow our fuel business by expanding our customer base, and capturing incremental spend from current customers with select, tailored purchase offerings designed to balance flexibility and control;

•		Continue to expand Corporate Payments by increasing penetration in each of our current offerings, and selling our domestic, and international payments capabilities with our full AP solution in order to provide a complete, modern technology driven solution for all of customer’s payment needs;

•		Leverage our existing large customer base in Brazil by providing them seamless purchasing of additional products with their RFID windshield tag, and attract urban users into the network;

•		Grow our lodging business with continued penetration by expanding both distribution and new product; and

•		Pursue domestic and international acquisitions and partnerships with companies that have high growth potential, scale, sustainable distribution platforms and/or key technological capabilities.



Fiscal Year	Options Granted	Restricted Stock Granted	Weighted Average Common Shares Outstanding	Basic Burn Rate		3 Year Average Basic Burn Rate
2017	2,884,838	238,365	91,136,467	3.43	%	2015 - 2017 = 2.12%
2016	1,779,949	152,206	92,597,286	2.09	%	2015 - 2017 = 2.12%

2015	654,166	126,015	92,023,168	0.85	%	2014 - 2016 = 1.77%
2014	1,544,084	466,633	84,317,473	2.38	%	2014 - 2016 = 1.77%



	Stock Grants (shares)		Option Awards
Name and Position	Stock Grants (shares)		Shares	Weighted Average Exercise Price
Ronald F. Clarke Chief Executive Officer and Chairman of the Board of Directors		1,675,334	2,941,665	$	76.60
Eric R. Dey Chief Financial Officer		111,508	416,524	$	81.66
John S. Coughlin Executive Vice President-Global Corporate Development		61,500	310,750	$	134.01
Charles Freund Executive Vice President-Global Sales		23,500	416,524	$	81.66
Todd W. House (1) President-North America Direct Issuing, U.S. Telematics and Efectivale		32,500	348,762	$	90.10
All Executive Officers, as a group (13 persons)		2,044,400	6,019,529	$	99.68
All Non-Employee Directors, as a Group		108,591	—	$	—
All Non-Executive Officer Employees, as a Group		564,701	6,004,312	$	85.83



Period Ending	FleetCor Technologies, Inc.		Russell 2000		S&P Data Processing and Outsourced Services		S&P 500		Dow Jones Industrial Average
12/15/2010	$	100.00	$	100.00	$	100.00	$	100.00	$	100.00
12/31/2010	$	113.03	$	102.78	$	95.88	$	101.83	$	100.98
12/31/2011	$	109.61	$	96.43	$	117.85	$	101.81	$	106.63
12/31/2012	$	196.88	$	110.54	$	150.85	$	115.46	$	114.37
12/31/2013	$	429.98	$	151.44	$	228.94	$	149.64	$	144.68
12/31/2014	$	545.72	$	156.79	$	256.74	$	166.68	$	155.56
12/31/2015	$	524.51	$	147.83	$	283.80	$	165.47	$	152.08
12/31/2016	$	519.34	$	176.63	$	300.42	$	181.25	$	172.49
12/15/2017	$	697.65	$	199.18	$	426.96	$	216.62	$	215.16



	Sales		Market Cap		EBIT		EBIT Margin
PVH Corp.	$	8,203	$	7,927	$	794	10%
Affiliated Managers Group Inc.	$	2,215	$	9,204	$	705	32%
B/E Aerospace Inc.	$	2,933	$	6,586	$	529	18%
Equinix Inc.	$	3,612	$	30,979	$	619	17%
United Rentals Inc.	$	5,762	$	10,617	$	1,608	28%
Hollyfrontier Corp.	$	10,556	$	4,961	$	550	5%
Sunoco Logistics Partners LP.	$	9,216	$	7,712	$	815	9%
Colfax Corp.	$	3,647	$	4,921	$	323	9%
Under Armour Inc.	$	4,825	$	7,527	$	420	9%
Polaris Industries Inc.	$	4,517	$	5,165	$	350	8%
Ulta Salon Cosmetics and Fragrances	$	4,855	$	17,810	$	655	13%
Ocwen Financial Corp.	$	1,388	$	678	$	164	12%
Median	$	4,671	$	7,619	$	584	11%
FleetCor Technologies Inc.	$	1,832	$	13,368	$	754	41%


(1)	Mr. ~~Dey~~Adams became a named executive officer in 2018. Mr. Adams received a salary increase from $320,000 in 2017 to $350,000 in ~~2015 to $375,000 in 2016,~~2018, resulting in a 7%9% increase in his base salary.


(2)	Mr. ~~Coughlin received~~Krantz became a ~~salary increase from $375,000~~named executive when he joined the Company in ~~2015 to $400,000 in 2016, resulting in a 7% increase in his base salary.~~May 2018.


~~(4)~~	~~Mr. House received~~salary from R$1,020,000 in 2017 to R$1,132,200 in January 2018 and a ~~salary~~second increase ~~from $375,000~~ in ~~2015~~August 2018 to ~~$400,000 in 2016,~~R$1,257,686 due to his increased job responsibilities, resulting in ~~a 7%~~an 23% increase in his base salary. Remaining fluctuations in Mr. Netto's salary are a result of changes in foreign exchange rates.


~~(ii)~~	25% of his target award, or $250,000, could be earned if we achieved growth targets through acquisitions or divestment of prescribed businesses, with the ability to receive 150% and 200% of potential payout for exceeding the target within a specified range. Mr. Clarke attained 100% of this award with the acquisition of the STP business in 2016.



Target %	Target $	Target	Range of Potential Outcome	Actual	Payout
50%	$ 500,000	Profits: Achieve 2018 Adjusted net income per diluted share of $10.20	> $10.00 = 50% or $250,000 > $10.20 = 100% or $500,000 > $10.35 = 150% or $750,000 > $10.50 = 200% or $1,000,000	Achieved with macro adjusted net income per diluted share of $10.74	200% at $1,000,000
25%	$ 250,000	Acquisitions: Execute planned divestitures, ventures or acquisitions	1 transaction = 100% or $250,000 > 2 = 150% or $375,000	Not Achieved	$—
25%	$ 250,000	Positioning: Business positioning objectives- •Close one ore more small acquisitions •Sign new private label outsourcing contract •Successful launch of at least one major new growth initiative •Grow 2018 sales > 14% from 2017 proforma for acquisitions •Hire or appoint a new key executive •Add one new director to the Board	2 objectives = 100% or $250,000 > 3 = 150% or $375,000 > 4 = 200% or $500,000	Achieved with: •Implementation of Casey's partnership relationship in US •Successful acquisition of four tuck-in businesses •Successful recruitment of key executive •Net sales growth greater than prescribed target	200% at $500,000
100%	$1,000,000				$1,500,000


~~(ii)~~	30% of his target award, or $56,250, could be earned if he successfully implemented the new designated general ledger system in 2016, with the ability to receive 150% of the potential payout with successful execution at 267% of the prescribed number


~~(iii)~~	~~30% of his target award, or $56,250, could be earned for the successful recruitment of new investors, at prescribed levels in 2016. Mr. Dey attained 100% of the award, or $56,250.~~


~~(iv)~~	~~10% of his target award, or $18,750, could be earned for the successful recruitment of a new specified finance position. Mr. Dey attained 100% of the award, or $18,750.~~


~~(i)~~	100% of his target award, or $200,000, could be earned if we achieved growth targets through acquisitions of businesses, with the ability to receive 150% of potential payout for exceeding the target within a specified range. Mr. Coughlin attained 150% of this award, or $300,000, with the acquisition of the STP, TravelCard and several smaller businesses in 2016.


~~(i)~~	50% of his target award, or $86,250, could be earned if we achieved certain sales targets as prescribed, with the ability to receive 50%, 100% and 150% of the potential payout with achievement of the target within a specified range. Mr. Freund attained 50% of this award, or $43,125.


~~(ii)~~	30% of his target award, or $51,750, could be earned if we achieved certain sales profitability targets as prescribed, with the ability to receive 50%, 100% and 150% of the potential payout with achievement of the target within a specified range. Mr. Freund did not attain this award.


~~(iii)~~	~~20% of his target award, or $34,500, could be earned for the achievement of certain sales outsourcing initiatives. Mr. Freund did not attain this award.~~



~~(i)~~Target %	~~40%~~Target $	Target	Range of ~~his target award, or $80,000, could be earned if we achieved certain growth~~Potential Outcome	Actual	Payout
40%	R$226,440	2018 Revenue targets in ~~businesses he directly manages,~~Brazil business (excluding STP)	> 95% = 50% or R$113,220 > 100% = 100% or R$226,440 > 105% = 150% or R$339,660	Achieved with ~~the ability to receive 50%,~~ 100% ~~and 150%~~ of ~~the potential payout with results within a specified range above or below his target. Mr. House attained 50% of his award, or $40,000.~~

revenue targets met	100% at R$226,440
~~(ii)~~30%	~~30%~~ R$169,830	2018 Sales budget in Brazil business (excluding STP)	> 95% = 50% or R$84,915 > 100% = 100% or R$169,830 > 105% = 150% or R$254,745	Achieved with sales results at 125% of ~~his target award, or $60,000, could be earned if we successfully achieved certain sales targets in specified products he direct manages, with the ability to receive 50%, 100% and~~plan	150% ~~of the potential payout within a specified range above or below his target. Mr. House did not attain this award.~~

	at R$254,745
~~(iii)~~30%	~~30%~~ R$169,830	Achieve a target of ~~his target award,~~two strategies, including new contractual relationships, new partner deals, acquisitions, and successful recruitment of executives for business he manages	Each objective = 15% or ~~$60,000, could be earned for the achievement~~ R$84,915 (max of ~~certain specified growth initiatives in businesses he directly manages, weighted equally with a maximum achievement of 167% of the target. Mr. House attained 67% of his award,~~three objectives or ~~$40,000,~~R$254,745)	Achieved with the signing of ~~Speedway services agreement~~a new contractual relationship related to the RFID (radio frequency identification) product and ~~implementation~~the successful recruitment of ~~new functionality for customers in GFN in the U.S.~~three key executive	100% at R$169,830
100%	R$566,100				R$651,015


Name	Performance-based restricted stock	Time-based stock options	Performance-based restricted stock	Time-based stock options
Ronald F. Clarke	50,000	425,000	25,000	—
Eric R. Dey	1,460	44,000	875	—
John S. Coughlin	1,460	64,250
Charles Freund	1,460	44,000
Todd W. House	1,460	44,000
Kurt P. Adams			4,046	15,000
David J. Krantz			875	100,000
Armando L. Netto			875	15,000


1.	FleetCor uses a "high risk / high reward" compensation strategy that emphasizes large performance-based equity grants to align executive interests with those of the Company's shareholders.


3.	On a 3-year basis, FleetCor’s overall business performance, as measured by revenue growth, EBITDA growth, EBITDA margin, EPS growth, return on average invested capital, and total shareholder return (each equally weighted), was at the 75^th percentile vs. industry peers and between the 50^th and 75^th percentiles vs. the high-performing peer group.


4.	On a 3-year annualized basis, total NEO compensation, other than for the CEO, was slightly above the 75^th percentile vs. industry peers and between 50^th and 75^th percentile values for high-performing peers, while total compensation for the CEO was well above the 75^th percentile.



• Chief Executive Officer	3.0x

• Chief Financial Officer	2.0x

• Chief Operating Officer	2.0x

• All Other Executive Officers	1.5x



~~• Chief Executive Officer~~	~~3.0x~~

~~• Chief Financial Officer~~	~~2.0x~~

~~• Chief Operating Officer~~	~~2.0x~~

~~• All Other Executive Officers~~	~~1.5x~~