SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement

(Pursuant to Section 14(a) of the Securities Exchange Act of 1934)

Filed by the Registrant  xþ                            Filed by a Party other than the Registrant  ¨

Check the appropriate box:

WORLD FUEL SERVICES CORPORATION

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

WORLD FUEL SERVICES CORPORATION

9800 Northwest 41^st Street, Suite 400

Miami, Florida 33178

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD May 25, 2010June 10, 2011

Notice is hereby given that the Annual Meeting of Shareholders of WORLD FUEL SERVICES CORPORATION will be held on Tuesday, May 25, 2010,Friday, June 10, 2011, at 8:00 a.m., local time, at our offices at 9800 Northwest 41st Street, Suite 400, Miami, Florida 33178, for the following purposes:

These matters are more fully discussed in the accompanying Proxy Statement.

Shareholders of record at the close of business on April 1, 201011, 2011 are entitled to notice of and to vote at the meeting and any adjournment thereof.

The annual meeting for which this notice is given may be adjourned from time to time without further notice other than announcement at the meeting or any adjournment thereof. Any business for which notice is hereby given may be transacted at any such adjourned meeting.

Whether or not you expect to be present at the meeting, please date, sign, and promptly return the enclosed proxy card, which is solicited by and on behalf of the Board of Directors. Shareholders who execute a proxy may nevertheless attend the meeting, revoke their proxy and vote their shares in person. Please note that this year the rules that guide how brokers vote your sharesstock have changed. Brokers may no longer vote your shares on the election of directors in the absence of your specific instructions as to how to vote. Please return your proxy card so your vote can be counted.

By Order of the Board of Directors

April 16, 201020, 2011

Miami, Florida

TABLE OF CONTENTS

i

ii

WORLD FUEL SERVICES CORPORATION

9800 Northwest 41^st Street, Suite 400

Miami, Florida 33178

PROXY STATEMENT

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 25, 2010JUNE 10, 2011

Athttp://ir.wfscorp.com/phoenix.zhtml?c=101792&p=proxy, the following proxy materials are available to you:

Among other things, this Proxy Statement contains information regarding (i) the date, time and location of the meeting; (ii) a list of the matters being submitted to the shareholders; and (iii) information concerning voting in person at the meeting.

INTRODUCTION

This Proxy Statement is furnished to the shareholders of World Fuel Services Corporation in connection with the solicitation of proxies by our Board of Directors for the 20102011 Annual Meeting of Shareholders. The terms “World Fuel,” “Company,” “we,” “our” and “us” used in this Proxy Statement refer to World Fuel Services Corporation and its subsidiaries unless the context otherwise requires.

This Proxy Statement and the accompanying proxy card are first being sent to shareholders on or about April 16, 2010.20, 2011. Our 20092010 Annual Report, including the consolidated financial statements, is being mailed to each shareholder together with this Proxy Statement.

QUESTIONS AND ANSWERS ABOUT OUR ANNUAL MEETING

What Is the Date, Time and Place of the Annual Meeting?

World Fuel’s 20102011 Annual Meeting of Shareholders will be held on Tuesday, May 25, 2010,Friday, June 10, 2011, beginning at 8:00 a.m., local time, at the Company’s offices located at 9800 Northwest 41^st Street, Suite 400, Miami, Florida 33178.

What Is the Purpose of the Annual Meeting?

At the annual meeting, World Fuel shareholders will be asked to:

Who Is Entitled to Vote at the Annual Meeting?

Only holders of record of World Fuel common stock at the close of business on April 1, 2010,11, 2011, the record date for the meeting, are entitled to notice of, and to attend and vote at the annual meeting, or any postponements or adjournments of the meeting. At the close of business on the record date, 59,404,29070,655,403 shares of World Fuel common stock were issued and outstanding and were held by approximately 230218 holders of record.

What Are the Voting Rights of World Fuel Shareholders?

World Fuel shareholders have one vote per share of World Fuel common stock owned on the record date for each matter properly presented at the annual meeting. For example, if you owned 100 shares of World Fuel common stock onat the close of business on April 1, 2010,11, 2011, you can cast 100 votes for each matter properly presented at the annual meeting.

What Constitutes a Quorum?

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

What Are “Broker Non-Votes” and How Are They Treated?

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

“Proposal No. 2—4—Ratification of Independent Registered Certified Public Accounting Firm” is a routine matter that brokers have the discretionary authority to vote on without the beneficial holder’sowner’s instructions. “Proposal No. 1—Election of Directors” is aDirectors,” “Proposal No. 2—Non-Binding, Advisory Vote on Executive Compensation,” and “Proposal No. 3—Non-Binding, Advisory Vote on Frequency of Future Advisory Votes on Executive Compensation” are non-routine matter.matters. Therefore, if brokers do not receive instructions from

beneficial owners to vote their shares regarding Proposal No.Nos. 1, 2 and 3, the brokers cannot vote such shares for Proposal No.Nos. 1, 2 and 3 and, accordingly, any such shares will be “broker non-votes”broker non-votes and will not have any effect on the outcome of the vote. In addition, if other matters are properly brought before the meeting and they are not considered routine under the applicable NYSE rules, shares held by a bank, broker or other holder of record holding shares for a beneficial owner will not be voted on such non-routine matters by that holder unless that holder has received voting instructions. As stated above, broker non-votes are counted as present for the purpose of determining the existence ofwhether a quorum.quorum is present.

How Are Abstentions Treated?

Abstentions will not be counted as votes cast in the final tally of votes with regard to any proposal. Therefore, abstentions will have no effect on the outcome of any proposal. As stated above, abstentions will be counted for the purpose of determining whether a quorum is present.

Will My Shares Be Voted if I Do Not Provide My Proxy?

If your shares are held in the name of a bank, broker or other nominee, they may be voted by the bank, broker or other nominee (to the extentwith respect to “routine” matters (as described above under the caption “What Are “Broker Non-Votes” and How Are They Treated?”) even if you do not give the bank, broker or other nominee specific voting instructions. If you are a registered shareholder and hold your shares directly in your own name, your shares will not be voted unless you provide a proxy or fill out a written ballot in person at the meeting.

How Do I Vote?

To vote by mail if the shares are registered in your name:

If you hold in “street name,” follow the instructions of your bank, broker or other nominee or vote in person as described below.

To vote in person if you hold in “street name”:

To vote in person if the shares are registered in your name:

What Vote Is Required for the Proposals?

Assuming thatProposal 1: Directors are elected by a quorum is present atplurality of the annual meeting, directortotal number of votes cast, which means the eight nominees receiving affirmativewho receive the largest number of properly cast votes from holders of World Fuel common stock will be elected as directorsdirectors.

Proposal 2: The affirmative vote of World Fuel.

Assuming that a quorum is present at the annual meeting, ratification of the appointment of our independent registered certified public accounting firm requires a majority of the votes cast on the proposal atis required for the annual meeting.approval of the non-binding, advisory vote with respect to executive compensation.

Proposal 3: The frequency (every one, two, or three years) receiving the highest number of votes will be deemed to be the choice of the shareholders with respect to the non-binding, advisory vote on the frequency of future advisory votes on executive compensation.

Proposal 4: The affirmative vote of a majority of the votes cast on the proposal is required for the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm.

How Does the Board of Directors Recommend I Vote on the Proposals?

The Board of Directors recommends that you vote:

How Will My Proxy Holders Vote?

The enclosed proxy designates Paul H. Stebbins, our Chairman of the Board of Directors and Chief Executive Officer, and Michael J. Kasbar, our President and Chief Operating Officer, each with full power of substitution, to hold your proxy and vote your shares. Messrs. Stebbins and Kasbar will vote all shares of World Fuel common stock represented by properly executed proxies received in time for the annual meeting in the manner specified by the holders of those shares. Messrs. Stebbins and Kasbar intend to vote all shares of World Fuel common stock represented by proxies that are properly executed by the record holder but otherwise do not contain voting instructions as follows:

Can I Change My Vote After I Have Voted?

Voting by mailing a proxy card does not preclude a shareholder from voting in person at the meeting. A shareholder may revoke a mailed proxy at any time prior to its exercise by (i) filing with World Fuel’s Corporate Secretary a duly executed revocation of proxy, (ii) properly submitting by mail a proxy to World Fuel’s Corporate Secretary bearing a later date or (iii) appearing at the meeting and voting in person. Attendance at the meeting will not itself constitute revocation of a proxy.

Who Pays for the Preparation of the Proxy Statement?

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

PROPOSAL NO. 1—ELECTION OF DIRECTORS

Eight individuals have been nominated to serve as our directors for the ensuing year and until their successors shall have been duly elected and qualified. All of such persons are presently directors. One individual who is presently serving as a director, Mr. Joachim Heel, has decided not to seek another term.

The persons named as proxies in the accompanying proxy card have advised management that unless authority is withheld in the proxy, they intend to vote for the election of the individuals listed as nominees in the table below. We do not contemplate that any nominee named in the table will be unable or will decline to serve. However, if any nominee is unable to serve or declines to serve, the persons named in the accompanying proxy card may vote for another person, or persons, in their discretion, unless our Board of Directors chooses to reduce the number of directors serving on the Board of Directors. In accordance with our By-Laws, the Board of Directors may consist of four to ten directors, and the Board of Directors may increase or decrease the number of directors by amending our By-Laws. Currently,The Board of Directors presently consists of nine directors. With Mr. Heel not seeking an additional term, the Board of Directors haswill have eight directors and thereafter the 2011 Annual Meeting of Shareholders. There are no plans at present to add more directors.

The following table sets forth certain information with respect to each nominee for election to the Board of Directors. The biographies of each of the nominees and directors set forth in the paragraphs following the table contain information regarding the individual’s service as a director, business experience, director positions held currently or within the last five years, information regarding involvement in certain legal and administrative proceedings, if applicable, and the experience, qualifications, attributes or skills that led to the conclusion that the individual should serve as a director of the Company.

Nominees for Election:

Name and Position		Age				Year First Became Director
Paul H. Stebbins Chairman of the Board of Directors and Chief Executive Officer			54				1995
Michael J. Kasbar Director, President and Chief Operating Officer			54				1995
Ken Bakshi Chairman of the Compensation Committee and the Nominating Subcommittee of the Governance Committee and Member of the Governance and Technology and Operations Committees			61				2002
Richard A. Kassar Chairman of the Technology and Operations Committee and Member of the Audit, Compensation and Governance Committees			63				2002
Myles Klein Member of the Audit and Governance Committees			72				1995
John L. Manley Member of the Audit and Governance Committees			62				2010
J. Thomas Presby Chairman of the Audit Committee and Member of the Governance Committee and Nominating Subcommittee of the Governance Committee, Lead Independent Director			71				2003
Stephen K. Roddenberry Chairman of the Governance Committee and Member of the Compensation Committee, Presiding Director			62				2006
Existing Directors Not Seeking Another Term:
Joachim Heel Member of the Governance and Technology and Operations Committees			45				2007

Background and Experience of Director Nominees:

PAUL H. STEBBINS has served as our Chairman of the Board of Directors and Chief Executive Officer since July 2002. He has served as a director of World Fuel since June 1995, and served as President and Chief Operating Officer of World Fuel from August 2000 to July 2002. From January 1995 to August 2000, Mr. Stebbins served as President and Chief Operating Officer of World Fuel Services Americas, Inc. (formerly Trans-Tec Services, Inc.), at the time our principal subsidiary engaged in the marine fuel services business. From September 1985 to December 1994, Mr. Stebbins was an officer, shareholder and director of Trans-Tec Services, Inc., a global marine fuel services company, and its affiliated companies. Mr. Stebbins co-founded Trans-Tec Services, Inc. in 1985 and has extensive executive experience in the fuel services business. Mr. Stebbins brings to the Board of Directors a unique understanding of our strategies and operations through his 15 years of service to our Company and 30 years of experience in the fuel services business. In December 2006, Mr. Stebbins joined the board of directors, and serves on the audit and compensation committees, of First Solar, Inc., a NASDAQ company. Mr. Stebbins is also a member of the Business Round Table.Roundtable.

MICHAEL J. KASBAR has served as a director of World Fuel since June 1995 and as President and Chief Operating Officer since July 2002. From January 1995 to July 2002, he served as Chief Executive Officer of World Fuel Services Americas, Inc. (formerly Trans-Tec Services, Inc.), at the time our principal subsidiary engaged in the marine fuel services business. From September 1985 to December 1994, Mr. Kasbar was an

officer, shareholder and director of Trans-Tec Services, Inc., a global marine fuel services company, and its affiliated companies. Mr. Kasbar co-founded Trans-Tec Services, Inc. in 1985 and has extensive executive experience in the fuel services business. Mr. Kasbar brings to the Board a unique understanding of our strategies and operations through his 15 years of service to our Company and 30 years of experience in the fuel services business. Mr. Kasbar is the first cousin of Richard A. Kassar, a director of the Company.

KEN BAKSHI has served as a director of World Fuel since August 2002. Mr. Bakshi has been Chairman of the Boardboard of Directorsdirectors and Chief Executive Officer of Amala Inc, a skin care products company, since April 2008 and managing partner of Trishul Capital Group LLC and Trishul Advisory Group LLC, two privately-owned equity investment and consulting companies, since June 2003. From March 2006 through June 2009, he was Vice Chairman of the Boardboard of Directorsdirectors of Row 2 Technologies, a software development firm he co-founded, and from December 2002 to February 2006, he was employed by Row 2 Technologies as Chief Executive Officer. From July 2000 to December 2002, he was employed as Executive Vice President and Chief Operating Officer of Vistaar, Inc., an incubator of business-to-business internet based marketplaces. From 1998 to 2000, Mr. Bakshi served as Senior Vice-President of Wyeth (formerly known as American Home Products Corp.), a NYSE company. Prior to 1998, Mr. Bakshi served in various capacities withat American Home Products Corp. and American Cyanamid Company, which was acquired by American Home Products Corp. in 1994. Mr. Bakshi has extensive experience in private equity investments, management consulting and technology and significant executive experience running operating units within large multinational publicly-traded corporations.

JOACHIM HEEL has served as a director of World Fuel since May 2007. Mr. Heel was the Senior Vice-President, Global Services, for Sun Microsystems, a NYSE company and software and systems developer, from February 2009 to February 2010 and the Senior Vice-President, Storage Practice for Sun Microsystems from July 2007 to January 2009. Prior to that, Mr. Heel was Senior Vice-President, Global Sales and Service for Sun Microsystems from March 2006 to June 2007 and Senior Vice-President, OEM Business Unit for Sun Microsystems from September 2005 through March 2006. From 1991 through August 2005, Mr. Heel held various positions with McKinsey & Company, a global management consulting partnership, becoming a partner with the firm in 1997. Mr. Heel served as a director of Intrinsyc Software, Inc., a mobility software and services company listed on the Toronto Stock Exchange, from April 2007 to April 2009. Mr. Heel has extensive experience in technology and software systems and services and significant experience advising large corporations as a consultant and working as an executive in a large multinational publicly-traded corporation in various roles.

RICHARD A. KASSAR has been a director of World Fuel since August 2002. Mr. Kassar has been employed as Chief Executive OfficerPresident of Freshpet Company, a pet food company, since October 2006,January 2011, and is currently a principal of Go7Brands, LLC, a brand management company, where he also serves as Senior Vice-President and Chief Financial Officer. From October 2006 to December 2010, he was the Chief Executive Officer of Freshpet Company, and, from February 2002 to July 2006, Mr. Kassar was the Senior Vice President and Chief Financial Officer of The Meow Mix Company, a cat food company. From May 2001 to January 2002, he was self-employed as a consultant to venture capital firms, advising them primarily on the acquisition of consumer brands. From December 1999 to May 2001, Mr. Kassar was employed as Co-President and Chief Financial Officer of Global Household Brands, a manufacturer of household products. From 1986 to December 1999, he was employed by Chock Full O’Nuts, a coffee company, in various positions, and most recently served as Senior Vice President and Chief Operating Officer. Mr. Kassar also serves as a director, member of the compensation committee and chairman of the audit committee of Vaughan Foods, Inc., a NASDAQ company until March 2010 and now an over-the-counter pink sheet company. Until March 2010, Mr. Kassar served as a director, member of the compensation committee and chairman of the audit committee of Velocity Express, Inc., a NASDAQ company until August 2009 and then an over-the-counter pink sheet company. Mr. Kassar has extensive executive experience in brand management, consumer products and corporate finance and has significant experience as a senior finance executive. Mr. Kassar is the first cousin of Michael J. Kasbar, our President and Chief Operating Officer and a director of World Fuel.

MYLES KLEIN has served as a director of World Fuel since February 1995. Mr. Klein is a Certified Public Accountant. From 1971 until 1985, Mr. Klein was a partner in the international accounting and auditing firm of Grant Thornton. Subsequent to 1985, Mr. Klein practiced as Myles Klein, P.A. or Klein & Barreto, P.A. until July 2006 when he sold his accounting practice to Klein, Mendez & Rothbard, LLC. Mr. Klein has over 35 years of experience advising a broad range of clients in corporate finance, tax and accounting matters and significant experience in the management of accounting firms.

JOHN L. MANLEY has served as a director of World Fuel since October 2010. Mr. Manley retired from Deloitte & Touche LLP in 2009 after more than 27 years as a partner, the last three years of which Mr. Manley was Managing Partner of Deloitte’s Northeast Region Audit and Enterprise Risk Services Practice. While at Deloitte, Mr. Manley was also a member of the Northeast Region’s Executive Committee, Deloitte’s Audit and Enterprise Risk Services Executive Committee and Deloitte and Touche LLP’s board of directors. Mr. Manley founded and was the National Director of Deloitte’s Regulatory Consulting Practice, which included practices in

financial services, health care, government contracting, energy and utilities. Before joining Deloitte, Mr. Manley had seven years of regulatory experience with the Securities and Exchange Commission (“SEC”) and the Commodity Futures Trading Commission (“CFTC”) in various positions, including serving as the Chief Accountant and Director of the Division of Trading and Markets of the CFTC. Mr. Manley is a Certified Public Accountant and has extensive executive management, financial reporting, risk management and regulatory experience.

J. THOMAS PRESBY has served as a director of World Fuel since February 2003. Mr. Presby has used his business experience and professional qualifications to forge a second career of essentially full-time board service since he retired in 2002 as a partner in Deloitte Touche Tohmatsu, an accounting and consulting firm. At Deloitte, Mr. Presby held numerous positions in the U.S. and abroad, including the posts of Deputy Chairman and Chief Operating Officer. Mr. Presby now serves as a director and chairman of the audit committee of American Eagle Outfitters, Inc., Tiffany & Co., and Invesco Ltd. and ExamWorks Group, Inc., each a NYSE company, and First Solar, Inc., a NASDAQ company. Mr. Presby was also a director of TurboChef Technologies, Inc., a NASDAQ company, from November 2003 until January 2009.2009 and American Eagle Outfitters, Inc. from December 2005 until January 2011. As Mr. Presby has no significant business activities other than board service, he is available full time to fulfill his board responsibilities. Mr. Presby is a Certified Public Accountant and a holder of the NACD Certificate of Director Education. Mr. Presby has extensive experience in finance and accounting as well as significant management experience in the U.S. and abroad and, as the chairman of the audit committees of four other public companies, he has extensive board experience.

STEPHEN K. RODDENBERRY has served as a director of World Fuel since June 2006. Mr. Roddenberry is a shareholder in the law firm of Akerman Senterfitt where he has been employed as an attorney since 1988. Mr. Roddenberry has extensive experience in private equity, mergers and acquisitions, investment management, venture capital, public finance and securities.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE

ELECTION OF THE ABOVE DIRECTOR NOMINEES

Existing Directors Not Seeking Another Term:

JOACHIM HEEL has served as a director of World Fuel since May 2007. Mr. Heel has been the Senior Vice President of Global Services of Avaya Inc., a privately-held telecommunication solutions company, since August 2010. Prior to that, Mr. Heel was the Senior Vice-President, Global Services, for Sun Microsystems, a NYSE company and software and systems developer, from February 2009 to February 2010, Senior Vice-President, Storage Practice for Sun Microsystems from July 2007 to January 2009, Senior Vice-President, Global Sales and Service for Sun Microsystems from March 2006 to June 2007 and Senior Vice-President, OEM Business Unit for Sun Microsystems from September 2005 through March 2006. From 1991 through August 2005, Mr. Heel held various positions with McKinsey & Company, a global management consulting partnership, becoming a partner with the firm in 1997. Mr. Heel served as a director of Intrinsyc Software, Inc., a mobility software and services company listed on the Toronto Stock Exchange, from April 2007 to April 2009.

BOARD OF DIRECTORS

The Board of Directors (the “Board”) has four committees: the Governance Committee, the Audit Committee, the Compensation Committee and the Technology and Operations Committee. During 2009,2010, the Board met foursix times. Each director attended at least 75% of the aggregate of the total number of meetings of the Board and the total number of meetings held by all of the Board committees on which he served.

Corporate Governance Matters

The Board has established and adopted Corporate Governance Principles which govern the appointment, retention, responsibilities, qualifications and conduct of the Board and its committees. The Corporate Governance Principles require that a majority of our directors meet the standards for independence required by the listing standards of the NYSE.

In addition, members of our Audit Committee must meet the independence standards for Audit Committee members adopted by the Securities and Exchange Commission, or SEC including that a member must not receive any consulting, advisory or other compensatory fee from us, other than in his or her capacity as a member of our Audit Committee, our Board or any other Board committee and a member must not be an affiliate of ours or any subsidiary of ours apart from his or her capacity as a member of the Board or any Board committee. Ownership of 10% or less of our voting securities is deemed not to affect independence. Members of the Audit Committee must also have no relationship with us that interferes with their exercise of independent judgment. Members of our Compensation Committee must meet the independence standards of Rule 16b-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Section 162(m) of the Internal Revenue Code. Pursuant to the provisions of Rule 16b-3 and Section 162(m), members of the Compensation Committee must not (i) be an officer, a former officer or an employee of the Company or any subsidiary, nor a former employee who receives compensation for prior services other than under a qualified retirement plan, (ii) receive compensation from us or any subsidiary for services rendered as a consultant or in any capacity other than as a director or (iii) possess an interest in any transaction with us in an amount in excess of $120,000.

The discussion above is not exhaustive, and the Board could consider other factors in making its determination that a director has no material relationship with us that could compromise that director’s independence.

Our Corporate Governance Principles provide that no more than two members of management shall serve on the Board. Our Board affirmatively determined that all sixseven existing non-management directors, Messrs. Bakshi, Heel, Kassar, Klein, Manley, Presby and Roddenberry are independent of us and our management under NYSE standards, and our Audit Committee members and Compensation Committee members are independent under the standards applicable to membership in such committees. In making this determination, our Board considered that Mr. Kassar is the first cousin of Mr. Kasbar, and the Board determined that the familial relationship between Messrs. Kasbar and Kassar was not material because it would not adversely affect Mr. Kassar’s ability to exercise his independent judgment as our director. Messrs. Stebbins and Kasbar are considered inside directors because of their employment as our senior executives. As a result of this analysis, Messrs. Stebbins and Kasbar are precluded from sitting on our Audit, Compensation and Governance Committees.

Our sixAll of our non-management directors compriseserve on our Governance Committee and meet in executive session (without management present) prior to each scheduled Board meeting and at other times as they may deem necessary. In accordance with the Governance Committee charter, the Chairman of the Governance Committee, which since May 2007 has been Mr. Roddenberry, presides over the meetings of our non-management directors as the “presiding director” for NYSE purposes.

All of our employees, officers (including our principal executive, financial and accounting officers) and directors are held accountable for adherence to our Code of Corporate Conduct and Ethics, or Code of Conduct.

The Code of Conduct is intended to provide guidance to all of our employees, officers and directors as to conduct over a wide range of business practices and procedures. Failure to comply with the Code of Conduct may result in disciplinary action, up to and including dismissal. The Code of Conduct covers all areas of professional conduct, including compliance with laws (including antitrust, embargoes and trade sanctions, antiboycott, money laundering and the environment), work environment, conflicts of interest, protecting corporate assets, taking corporate opportunities, company records, insider trading, political activities and contributions, external communications, financial reporting and disclosure, accounting controls as well as specific matters that relate to conducting business on behalf of the Company such as bribes and kickbacks, gifts and entertainment and dealing with government officials. We intend to disclose any substantive amendments to our Code of Conduct and any waivers with respect to our Code of Conduct granted to our principal executive, financial and accounting officers on our website athttp://www.wfscorp.com within four business days of the amendment or waiver. Our website and information contained on our website are not part of this Proxy Statement and are not incorporated by reference in this Proxy Statement.

We encourage employees and others to report violations of the Code of Conduct and any other unlawful or inappropriate practices they discover relating to our business. The Code of Conduct sets forth procedures for employees to file confidential and anonymous reports of any such violations or practices. In addition, the Audit Committee has established procedures to receive, retain and treat complaints regarding accounting, internal accounting controls or auditing matters and to allow for the confidential and anonymous submission by employees of concerns regarding questionable accounting or auditing matters. The procedure for employees to contact our Vice President of Internal Audit, the Audit Committee, any other committee, the Board or any Board member regarding questionable accounting or auditing matters is set forth in the Code of Conduct. We have advised employees of our policy not to retaliate or take any other detrimental action against employees who submit such complaints in good faith.

It is our policy that each director should attend all meetings of shareholders, absent extenuating circumstances. All of our directors attended the 2009 Annual Meeting of Shareholders.Shareholders in April 2010, with the exception of Mr. Manley who joined the Board in October 2010.

Our Corporate Governance Principles, the Code of Conduct and the charters of each of the Board committees are available on our website athttp://www.wfscorp.com by clicking on Investor Relations and then Corporate Governance. Copies of these documents may also be obtained by any shareholder, without charge, by writing to our Corporate Secretary at our address shown below.

Any interested party can contact our Board, any Board committee, our presiding director, our lead independent director, the non-management directors as a group or any individual director by (i) writing to any of them, c/o Corporate Secretary, at our principal office at 9800 Northwest 41^st Street, Suite 400, Miami, Florida 33178, (ii) contacting the Company’s compliance hotline at 877-787-8742 (Toll Free Domestic) or 770-776-5690 (Collect) or (iii) accessinghttp://www.reportlineweb.com/wfs on the Internet. Such communications may be submitted on an anonymous or confidential basis. Any communications received from interested parties in the manner described above will be collected and organized by our Corporate Secretary and will be periodically, but in any event prior to each regularly-scheduled Board meeting, reported and/or delivered to the appropriate director or directors.

Our Corporate Governance Principles provide that directors may serve on the Board until the annual meeting next following their 73^rd birthday unless the Board determines to waive the retirement age. Our Corporate Governance Principles also prohibit our independent directors from serving on the board of directors of more than three other publicly-traded companies, unless the Board determines that such service will not impair the ability of such director to effectively perform his obligations as our director (including as Chairman of our Audit Committee). The Board has determined that Mr. Presby’s service on the board of directors of four other public companies (including more than three public company audit committees) will not impair his ability to effectively perform his obligations as our director because: (i) he is fully retired and has ample time to devote to

his director and committee responsibilities; (ii) service on multiple audit committees results in specialization and

increased knowledge of regulations and audit committee issues and should thereby improve quality and efficiency; and (iii) twoone of the companies for which he serves havehas a different fiscal year-endsyear-end from our fiscal year-end.

Board Leadership Structure

Mr. Stebbins currently serves as both our Chief Executive Officer and Chairman of the Board, and the Board believes that the current leadership structure is the best structure for the Company at this time. The Board believes that no one structure is suitable for all companies and that different Board leadership structures may be appropriate for the Company at different times. Although the Company’s By-Laws currently require that the positions of Chief Executive Officer and Chairman of the Board be combined, the Board has the ability to amend the By-Laws to separate the two positions in the future if the Board determines that such a separation would be in the best interest of the Company and our shareholders. The Board believes that Mr. Stebbins’ leadership and vision have been instrumental in the Company’s continued strong performance despite troubled economic conditions, and Mr. Stebbins has the confidence of the Board, the Company and our shareholders. As the individual with primary responsibility for managing the Company’s day-to-day operations, the Board believes that Mr. Stebbins has detailed and in-depth knowledge of the issues, opportunities and challenges facing the Company and its businesses and is best positioned to chair regular Board meetings to discuss such matters. During Mr. Stebbins’ tenure as Chief Executive Officer and Chairman of the Board, the Board has been able to observe that Mr. Stebbins has effectively served as a bridge between the Board and management and has provided critical leadership for carrying out the Company’s strategic initiatives and confronting its challenges. The Board also has the following strong governance structures and processes in place to ensure the independence of the Board, eliminate conflicts of interest and prevent the dominance of the Board by senior management: (i) the Board is comprised of a super-majority of non-management directors,directors; (ii) each of the Board’s standing committees is comprised of and chaired solely by a non-management directors,director; (iii) the non-management directors meet in regular executive sessions without management present to discuss the effectiveness of the Company’s management, the quality of the Board meetings and any other issues and concernsconcerns; and (iv) all Board members have unrestricted access to management and outside advisors. Further, in accordance with their respective charters, the Compensation Committee is responsible for evaluating the performance of the Chief Executive Officer and the other named executive officers, and the Governance Committee is responsible for evaluating the overall performance of the Board.

In addition, due to the Board’s continuing commitment to strong corporate governance structures and Boardboard independence, the Board amended the Corporate Governance Principles in February 2010 to add the position of lead independent director. The lead independent director will beis elected annually by the non-management directors and will performperforms the following duties: (i) presidepresides at all meetings of the Board at which the Chairman of the Board is not present, including executive sessions of the non-management directors at which the Chairman of the Governance Committee is not present; (ii) serveserves as a liaison between the Chairman of the Board and the non-management directors; (iii) approveapproves information sent to the Board; (iv) approveapproves meeting agendas for the Board; (v) approveapproves meeting schedules to assure that there is sufficient time for discussion of all agenda items; (vi) havehas the authority to call meetings of the non-management directors; and (vii) if requested by major shareholders, ensureensures that s/he or she is available for consultations and direct communication. The non-management directors have electedCurrently, Mr. Presby to serveserves as the Company’s first lead independent director. The Board believes that having a lead independent director will benefitbenefits the Company and our shareholders by providing leadership and an organizational structure for the non-management directors.

Board’s Role in Risk Oversight

The Board has determined that it is management’s responsibility to manage risk, to identify and bring to the Board’s attention material risks faced by the Company and to establish and implement processes, policies and systemsprocedures designed to respond to and mitigate the risks faced by the Company. The role of the Board of Directors is to

understand the nature of the material risks the Company faces and the Company’s risk management processprocesses, policies and

related systems. procedures. As part of its oversight role, and based upon the information brought to its attention by management, the Board evaluates the adequacy of thosethe processes, policies and systemsprocedures and determines whether the Board believes that the processes, policies and systemsprocedures are reasonably designed to respond to and mitigate the risks faced by the Company. Throughout the year, the Board and its committees receive periodic reports from management identifying and explaining key areas of risk applicable to the Company and an explanation of the processes, policies and procedures in place to monitor and assess those risks.

The Board and its committees oversee the risks pertaining to their principal areas of focus as described below:

As the Board is primarily responsible for risk oversight, the committees provide periodic reports to the Board on the risks pertaining to their principal areas of riskfocus so that the Board is informed of the Company’s risk profile.

In November 2009, the Company engaged an outside consultant to perform an enterprise-wide risk management assessment. The principal purposes of the ongoing assessment arewere to (i) ensure that enterprise risk management efforts are focused and directly linked to the underlying strategy of the organization; (ii) implement a sustainable and scalable framework to identify, manage and monitor risk; (iii) assign responsibility for each risk, put mitigation plans in place and assess the effectiveness of such mitigation plans; (iv) enhance our risk management capabilities for priority risks and continue the development of risk management policies and action plans; and (v) refine the Company’s risk management structure and operating model. The results of this risk assessment will bewere communicated to the Board when completed in the spring of 2010.

Each year management conducts, and the Compensation Committee oversees, a risk assessment of our compensation policies and practices with respect to all employees, including named executive officers. The employee population is segmented into groups based on commonalities across their reward programs. Each program is then evaluated using the key design features of the program and the applicable risk mitigation features that exist in such programs. Once the assessment is completed, management reviews the assessment data, methodology and findings with the Compensation Committee. The Compensation Committee’s goals in this process include ensuring that there are controls in place to (i) safeguard the Company from unwarranted exposure to particular risks that individual employees might choose to take and (ii) avoid any inadvertent incentives for employees to take inappropriate business risks by making decisions that may be in their best interests but not in the best interests of our shareholders.

Committees of the Board

The following table illustrates the current membership of each of our committees, which are composed entirely of independent directors:

As discussed above, Mr. Heel has decided not to seek another term on the Board, thus the size of the Governance Committee will be reduced to six members and the Technology and Operations Committee will be reduced to two members.

The Governance Committee and Nominating Subcommittee

TheCurrently, the Governance Committee consists of our sixseven independent directors: Messrs. Bakshi, Heel, Kassar, Klein, Manley, Presby and Roddenberry, who serves as Chairman. Since Mr. Heel has decided not to seek another term on the Board, the Governance Committee will consist of six independent directors after the 2011 Annual Meeting of Shareholders. The Board has determined that each member of the Governance Committee is independent pursuant to NYSE listing standards. The Governance Committee operates pursuant to a written charter that can be found on our website athttp://www.wfscorp.com by clicking on Investor Relations and then Corporate Governance. The Governance Committee meets in executive session (without management present) prior to each scheduled Board meeting and at other times as it deems necessary. Each meeting of the Governance Committee is presided over by its Chairman. The Governance Committee held four meetings during 2009.2010.

The primary functions of the Governance Committee are to recommend to the Board the corporate governance principles and polices applicable to us;the Company; to lead the Board in its annual performance evaluation of the Board and its individual members; to identify individuals qualified to become members of the Board; to recommend to the Board the director nominees for the next annual meeting of shareholders; to recommend to the Board the members to serve on the Board’s committees; to review and approve related person transactions; and to annually evaluate the performance of the named executive officers and discuss any changes to the named executive officers’ compensation. In addition, as described above, the Governance Committee is responsible for oversight of risks pertaining to its principal areas of focus. In 2010,2011, members of each of the Audit Committee, the Compensation Committee, the Governance Committee and the Technology and Operations Committee conducted evaluations of their respective committee’s performance during 2009,2010, in accordance with the requirements of theirthe applicable committee charters.

In considering Board nominees, the Governance Committee reviews various skills and characteristics required of Board members in the context of the current composition of the Board. Although there are no specific, minimum qualifications that must be met by each nominee, the Governance Committee generally evaluates the candidate’s intellect, integrity and judgment, and his or her knowledge, skills and experience, including experience in the fuel and transportation industries, securities markets, business and finance as well as public service in light of prevailing business conditions and the knowledge, skills and experience already

possessed by other members of the Board. The Governance Committee makes this determination in the context of an assessment of the perceived needs of the Board at the time of the evaluation. The Governance Committee believes that its goal is to assemble the best Board possible that will bring to the Company a variety of perspectives and skills derived from high quality business and professional experience. The Governance Committee does not consider racial or gender diversity in its selection of director nominees.

The Nominating Subcommittee was formed by the Governance Committee on April 26, 2005 to assist the Governance Committee with identifying and recruiting qualified candidates for Board membership. The Nominating Subcommittee does not have a separate charter and consists of two of the members at large of the Governance Committee, Messrs. Presby and Bakshi, who serves as Chairman.

The Governance Committee evaluates all nominees for director based on the above criteria, including nominees recommended by shareholders. All nominees for director included on the enclosed proxy card were nominated by our Governance Committee and our Board.

In November 2008,The Nominating Subcommittee was formed by the Governance Committee on April 26, 2005 to assist the Governance Committee with identifying and recruiting qualified candidates for Board amendedmembership. The Nominating Subcommittee, which does not have a separate committee charter, consists of two of the members at large of the Governance Committee, Messrs. Presby and restated ourBakshi, who serves as Chairman.

Our By-Laws to include advance notice provisions for the nomination of directors by shareholders. Aprovide that a shareholder wishing to nominate a director at a shareholders’ meeting must deliver written notice to our Corporate Secretary that meets the procedural and disclosure requirements set forth in our By-Laws, including disclosure of: (1) the relationship between the nominating shareholder and the underlying beneficial owner, if any, and such parties’ stock holdings and derivative positions in the Company’s securities; (2) information the Company deems appropriate to ascertain the nominee’s qualifications to serve on the Company’s Board, including disclosure of compensation arrangements between the nominee, the nominating shareholder and the underlying beneficial owner, if any; and (3) any other information

required to comply with the proxy rules and applicable law. These requirements are more fully described in Article I, Section 7 of our By-Laws, a copy of which will be provided without charge to any shareholder upon written request to our Corporate Secretary.

Pursuant to these advance notice provisions, any shareholder who intends to nominate a director at the 20112012 Annual Meeting of Shareholders must deliver a notice to the Corporate Secretary of the Company no earlier than the close of business on January 25, 2011 and no later than the close of business on February 24, 2011 at World Fuel Services Corporation, 9800 Northwest 41^st Street, Suite 400, Miami, FL 33178.33178 no earlier than the close of business on February 13, 2012 and no later than the close of business on March 12, 2012. A nomination not made in accordance with the procedures set forth in our By-Laws will be void. If a submission is in proper form as provided under our By-Laws, the Governance Committee will apply the same standards to the evaluation of a shareholder nominee as it applies to nominees submitted by others.

In addition to considering candidates suggested by shareholders, the Governance Committee considers potential candidates recommended by current directors, employees and others. The Governance Committee may also retain professional search firms to identify director candidates. The Governance Committee has the sole authority to approve the fees and other retention terms of any such firms.

The Audit Committee

The Audit Committee consists of Messrs. Kassar, Klein, Manley and Presby, who serves as Chairman. The Audit Committee held nine meetings during 2009.2010.

The Audit Committee operates pursuant to a written charter which was last amended on February 23, 2010 and is available on our website athttp://www.wfscorp.com by clicking on Investor Relations and then Corporate Governance. In accordance with NYSE listing standards, the charter addresses the purpose, duties and responsibilities, and requires an annual performance evaluation, of the Audit Committee.

The Board has determined that all of the members of the Audit Committee meet the NYSE standards of independence, financial literacy and accounting or related financial management expertise, and the SEC’s requirements with respect to the independence of audit committee members. The Board has determined that at least one membertwo members of the Audit Committee, Mr.Messrs. Manley and Presby, meetsmeet the SEC’s definition of an “audit committee financial expert.”

The charter provides that a member of the Audit Committee shall not simultaneously serve on the audit committees of more than two other public companies unless the Board determines that simultaneous service would not impair the ability of the member to effectively serve on the Audit Committee. The Board has determined that Mr. Presby’s simultaneous service on the audit committees of four other public companies will not impair his ability to effectively serve on our Audit Committee or as Chairman of our Audit Committee because (i) he is fully retired and has ample time to devote to his director and committee responsibilities; (ii) service on multiple audit committees results in specialization and increased knowledge of regulations and audit committee issues and should thereby improve quality and efficiency; and (iii) twoone of the companies for which he serves havehas a different fiscal year-endsyear-end from that of the Company.

Our management is responsible for preparing our consolidated financial statements and for the financial reporting process. The independent registered certified public accounting firm is responsible for expressing an opinion on the conformity of our consolidated financial statements with accounting principles generally accepted in the United States. Acting for the Board, the Audit Committee provides oversight of the financial reporting process and the internal control system. More specifically, the Audit Committee performs the following principal functions: reviews the qualifications, independence and performance of our independent registered certified public accounting firm; approves the appointment of our independent registered certified public accounting firm for the ensuing year; reviews the scope and budget for the annual audit; reviews with the independent registered certified public accounting firm the results of the audit engagement, including a review of the consolidated

financial statements and the management letter; approves all audit and non-audit services to be provided by the independent registered certified public accounting firm; reviews the scope of, and compliance with, our internal controls; reviews the effectiveness of our internal audit function; and recommends to the Board that the audited consolidated financial statements be included in our Annual Report on Form 10-K. In addition, as described above, the Audit Committee is responsible for oversight of risks pertaining to its principal areas of focus. While the Audit Committee has the responsibilities set forth in the charter, it is not the Audit Committee’s duty to prepare the Company’s financial statements or to provide any expert or special assistance as to the Company’s financial statements or any professional certifications as to the work of our independent auditors’ work.registered certified public accounting firm.

Effective January 1, 2010, the Audit Committee adopted a policy for pre-approving all work to be performed by our independent registered certified public accounting firm. The pre-approval policy is described in the section of this Proxy Statement titled “Proposal No. 2—4—Ratification of Independent Registered Certified Public Accounting Firm.”

Report of the Audit Committee

The Audit Committee has reviewed and discussed with management and with the independent registered certified public accounting firm the audited consolidated financial statements for the 20092010 fiscal year. The Audit Committee has also performed the other reviews and duties set forth in its charter. The Audit Committee discussed with the independent registered certified public accounting firm the matters required to be discussed byStatement on Auditing Standards No. 61 (Communication with Audit Committees), as amended, as adopted by the Public Company Accounting Oversight Board in Rule 3200T.

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

In reliance on the foregoing reviews and discussions, the Audit Committee recommended to the Board that the audited consolidated financial statements referred to above be included in our Annual Report on Form 10-K for the 20092010 fiscal year for filing with the SEC.

J. Thomas Presby, Chairman

Richard A. Kassar, Member

Myles Klein, Member

John L. Manley, Member

The Compensation Committee

The Compensation Committee consists of Messrs. Kassar, Roddenberry and Bakshi, who serves as Chairman. The Board has determined that each member of the Compensation Committee is independent pursuant to NYSE listing standards, Rule 16b-3 of the Exchange Act and Section 162(m) of the Internal Revenue Code. The Compensation Committee operates pursuant to a written charter which is available on our website athttp://www.wfscorp.com by clicking on Investor Relations and then Corporate Governance. During 2009,2010, the Compensation Committee held nine meetings.

The role of the Compensation Committee is to establish and oversee the compensation plans, policies and programs applicable to our executive officers. The Compensation Committee’s primary responsibilities are:

The Technology and Operations Committee

The Technology and Operations Committee was formed on November 4, 2005 and currently consists of three independentnon-management directors, Messrs. Bakshi, Heel and Kassar, who serves as Chairman. Since Mr. Heel is not seeking another term on the Board, the Technology and Operations Committee will consist of two non-management directors after the 2011 Annual Meeting of Shareholders. The Technology and Operations Committee operates pursuant to a written charter which is available on our website athttp://www.wfscorp.com by clicking on Investor Relations and then Corporate Governance. The primary purpose of the Technology and Operations Committee is to oversee our significant technology and operations initiatives. In addition, as described above, the Technology and Operations Committee is responsible for oversight of risks pertaining to its principal areas of focus.

Compensation of Directors

Fees Earned or Paid in Cash

In 2009,As the Company’s non-employee director compensation had not changed since 2006, the Compensation Committee performed an analysis of current trends as reported in recent surveys. Based on such analysis and in keeping with the increased amount of time directors, and in particular, committee chairmen, are required to devote to their responsibilities, on May 25, 2010, the Board approved modifications to the fee structure for our non-management directors, were paid the following fees:which became effective on June 1, 2010. The current fee structure for our non-management directors is as follows:

Directors who are not employed by us are also reimbursed by us for their travel, food, lodging and related expenses incurred in connection with attending Board, committee and shareholder meetings, as well as continuing education programs.

Equity Awards

In 2009,2010, the Board elected to grant each non-management director (i) approximately $60,000$70,000 worth of restricted stock units, or RSUs (of which $10,000 worth of RSUs was for service on the Governance Committee) which resulted in each non-management director receiving 1,414 (2,828 following our 2-for-1 stock split effected December 7, 2009)2,837 RSUs, and (ii) approximately $60,000 worth of stock-settled stock appreciation rights, or SSARs, which resulted in each non-management director receiving 3,200 (6,400 post-split)5,495 SSARs. The RSUs vest in twelve equal monthly installments of approximately 118 (236 post-split)236 RSUs per month, but the directors will not receive the shares corresponding to such RSUs until they cease to be a director. The SSARs vest on the first anniversary of the grant date or on the date of the next annual meeting that follows the grant date, whichever occurs first.

The table below summarizes the compensation paid by us to our non-management directors for services rendered in 2009.2010. Directors who are employed by us do not receive additional compensation for serving as directors.

DIRECTOR COMPENSATION

Director Stock Ownership Guidelines

Each non-management director is required to accumulate, over a period of five years following election to the Board, a minimum of five times the annual fee for service on the Board, or $250,000, in our common stock. All of our directors have achieved stock ownership levels in excess of the amount required.required with the exception of Mr. Manley who joined the Board in October 2010. Vested RSUs and stock units that a director has elected to defer until retirement are included in the calculation of whether the minimum ownership requirement has been achieved.

INFORMATION CONCERNING EXECUTIVE OFFICERS

The following table sets forth certain information with respect to our executive officers.officers in 2010. A summary of the background and experience of each executive officer, other than Messrs. Stebbins and Kasbar, is set forth in the paragraphs following the table. The background and experience of Messrs. Stebbins and Kasbar are described above in the section titled “Proposal No. 1—Election of Directors.” All executive officers serve at the discretion of the Board.

IRA M. BIRNS assumed the duties of Executive Vice President and Chief Financial Officer onin April 16, 2007. From August 2004 to March 2007, Mr. Birns served as Vice-President and Treasurer and Vice President—Investor Relations of Arrow Electronics, Inc., a NYSE company and electronics distributor. From May 2002 until August 2004, he served as Vice President and Treasurer of Arrow Electronics, Inc. Prior thereto and from 1996, he served as Treasurer of Arrow Electronics, Inc. He was Assistant Treasurer of Arrow Electronics, Inc. from 1989-1996.1989 to 1996.

MICHAEL S. CLEMENTI has served as Aviation Segment President of World Fuel Services, Inc., our principal domestic operating subsidiary, since April 1998. From August 1994 to March 1998, he served as Senior Vice President of World Fuel Services, Inc.

FRANCIS X. SHEA was appointed Chief Risk and Administrative Officer on January 13, 2005 and has served as an Executive Vice President since September 2001. From June 2006 to April 2007, Mr. Shea served as our Interim Chief Financial Officer. He previously served as our Chief Financial Officer from July 2002 to January 2005. From September 1999 to August 2001, he served as director and senior advisor for the Center for Business and Advisory Services, an affiliate of Arthur Andersen, based in Jakarta, Indonesia, that provided consulting and financial services. He served as the Jakarta, Indonesia representative of our marine fuel services subsidiaries from January 1999 to December 1999. From February 1991 to December 1994, he also served as President and Chief Operating Officer of Trans-Tec Services, Inc., a marine fuel services business acquired by us in 1995.

PAUL M. NOBEL joined us in 2005 as Senior Vice President of Finance. In June 2006, Mr. Nobel was appointed Senior Vice President and Chief Accounting Officer. From June 2008 through September 2008, Mr. Nobel was Interim Treasurer and, from October 2008 to April 2009, Mr. Nobel served as Interim Vice President, Audit and Business Controls. From 2003 to 2005, Mr. Nobel served as Vice President—Finance of Mayor’s Jeweler’s, Inc., a jewelry retailer and manufacturer. From 1993 to 2003, Mr. Nobel held various positions in the Assurance and Advisory Group of Deloitte & Touche LLP, an accounting and consulting firm, serving as senior manager during his last three years.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information with respect to the beneficial ownership of our common stock and stock units, as of April 1, 2010,2011, by (i) each person known to us to beneficially own more than 5% of our outstanding common stock; (ii) our named executive officers for the fiscal year ended December 31, 2009;2010; (iii) each director and nominee for director and (iv) all of the executive officers and directors as a group. Except as shown in the table, no other person is known by us to beneficially own more than 5% of our outstanding common stock. Unless otherwise stated, all shares are held with sole dispositive and voting power.

related restricted stock and receive dividends thereon, but may not transfer the shares or receive dividends prior to vesting. In March 2007, the Compensation Committee determined that cash dividends on futureThe only named executive officer with unvested restricted stock awards would be held until the awards vest, at which time the dividends would be paid. The restricted stock andis Mr. Birns. Mr. Birns has 4,000 shares of performance-related restricted stock that will vest in 2011 for Messrs. Stebbins, Kasbar, Clementi and Shea and in 2011 and 2012 for Mr. Birns. The named executive officers own the following number of unvested restricted stock and performance-related restricted stock:

(11)

Based on information disclosed in a Schedule 13G filed with the SEC as of February 12, 2010, NFJ Investment Group LLC. located at 2100 Ross Avenue, Suite 700, Dallas, TX 75201, an investment adviser registered under Section 203 of the Investment Advisers Act of 1940, as amended, is the beneficial owner of 3,121,900 shares of our outstanding common stock.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires our directors and executive officers, and persons who own more than 10% of our common stock, to file with the SEC reports of ownership and changes in ownership of our common stock and other equity securities. Based solely on a review of such reports that were filed with the SEC, all filings required of directors and executive officers and persons who own more than 10% of our common stock in 20092010 were made on a timely basis except that (i) Mr. Klein reported an exerciseJohn L. Manley inadvertently failed to timely file a Form 3 upon joining the Board in October 2010 and a Form 4 to report the grant of options one day late, (ii) Mr. Clementi reported eleven late filings from January 2006 through October 2008 reflecting eleven unreported purchases resulting fromRSU and SSAR awards for service as a brokerage account automatic dividend reinvestment program and two late filings from August and December 2006 for unreported sales and (iii) Mr. Shea reported six late filings from April 2007 through July 2008 reflecting six unreported purchases resulting from a brokerage account automatic dividend reinvestment program and one late filing from September 2008 for an unreported sale.non-management director.

COMPENSATION OF EXECUTIVE OFFICERS

The following Compensation Discussion and Analysis contains statements regarding future individual and Company performance goals. These performance goals are disclosed in the limited context of our executive compensation program and should not be understood to be statements of management’s expectations or estimates of results or other guidance. We specifically caution investors not to apply these statements to other contexts.

Compensation Discussion and Analysis

This section discusses and analyzes our executive compensation policies and principles for our named executive officers and describes the compensation provided to these named executive officers in 2009.2010. For 2009,2010, our named executive officers were Paul H. Stebbins, Michael J. Kasbar, Ira M. Birns, Michael S. Clementi and Francis X. Shea.

Executive Summary

The Company expects to create exceptional shareholder value by achieving above-average corporate growth and profitability. Our unique business model involves a minimal amount of fixed assets and entails high risk and high variability in business conditions. Thus, achieving sustained earnings growth is driven almost entirely by the quality and performance of management, making the need for appropriate recognition and rewards especially critical. However, high variability in business conditions makes it difficult to set specific, quantitative goals for long-term earnings growth. In addition, high quality executive talent with the experience and capabilities upon which our growth and profitability is dependent is scarce. In light of these difficulties, the Compensation Committee continually reviews our executive compensation programs in order to assess whether the programs are (i) effective in attracting, motivating, rewarding and retaining the exceptional management talent required to achieve above-average corporate growth and profitability, (ii) strongly linked to performance in creating shareholder value and (iii) reasonable relative to the level of shareholder value thereby created.

In March 2009, the Compensation Committee conducted a review of the compensation program for Messrs. Stebbins, Kasbar, Birns and Shea in light of extraordinary growth achieved in 2008 in the Company’s net after-tax income. As a result of its review, the Compensation Committee approved a new compensation program for Messrs. Stebbins, Kasbar, Birns and Shea with a curvilinear incentive compensation award approach that balances annual cash and equity-based incentive awards at each level of Company performance by sharing with these four named executive officers an increasing portion of the incremental value created at that performance level. Under the new compensation program, Messrs. Stebbins, Kasbar, Birns and Shea were each eligible to receive programmatic annual cash and equity-based incentive awards for 2009 based on the achievement of specified levels of growth in the Company’s net after-tax income. If the Company achieved at least 5% growth in net after-tax income, Messrs. Stebbins, Kasbar, Birns and Shea were eligible to receive annual cash incentive awards, depending upon the level of growth achieved. If the Company achieved at least 11.5% net after-tax income growth, these four named executive officers were also eligible to receive performance-related equity-based awards, depending on the level of growth achieved.

Mr. Clementi’s compensation is awarded under a separate program, approved by the Compensation Committee in March 2008, which ties his compensation to the performance of the Company’s Aviation Segment, of which he is President.

The Company’s net after-tax income for 2009 was 11.52% higher than the Company’s 2008 net after-tax income, which was strong growth in light of the significant worldwide recession. As a result of this earnings growth, Messrs. Stebbins, Kasbar, Birns and Shea each earned the annual cash incentive awards for 2009 shown on page 30, and all five named executive officers each earned a portion of the allocated 2009 tranche of the mega-grant performance-related restricted stock awards granted in 2006 (2007 in the case of Mr. Birns) shown on page 32. In 2009, the year-over-year Growth in Aviation NOI (as defined below under the heading “Clementi Compensation Program”) was 26.89%, which earned Mr. Clementi (i) the annual cash incentive award for 2009 shown on page 30 and (ii) an additional performance-related restricted stock unit, or RSU, award shown on page 33.

The Compensation Committee strives to set named executive officer pay that is reasonable in relation to financial performance. For Messrs. Stebbins, Kasbar, Birns and Shea, financial performance asis measured by growth in our net after-tax income, or U.S. GAAP net income. Mr. Clementi’s compensation is determined under a separate program that measures financial performance by the net operating income growth (Growthof the Company’s Aviation Segment (“Growth in Aviation NOI”), of which he is President.

In 2010, the Compensation Committee chose to maintain the comprehensive incentive award compensation approach it adopted in 2009 for Messrs. Stebbins, Kasbar, Birns and Shea. This approach provides these four named executive officers a portion of the casenet after-tax income created at each performance level or level of Mr. Clementi)net after-tax income growth. As performance goes up (i.e. higher levels of net after-tax income growth are achieved), the portion of the net after-tax income earned by these four named executive officers also goes up (i.e. the slope of the incentive payouts at each growth level is curvilinear, which is why we refer to that slope as the “incentive payout curve”). In addition, as the incentive awards that may be earned by these four named executive officers increase, an increasing portion of the incentive awards is provided as equity-based incentive awards with retention requirements, and total shareholder return.a decreasing portion is provided as cash incentive awards. The Committee has also established substantial equity components with retention requirementschose to divide the incentive awards between cash and equity-based awards in order to keep a significant portion of named executive officer pay at risk until the sustainability of Company performance has been tested over some reasonable period of time.

Under the 2010 program, if the Company achieved at least 3% net after-tax income growth, Messrs. Stebbins, Kasbar, Birns and Shea were each eligible to receive (absent the exercise of negative discretion by the Compensation Committee) annual cash incentive awards and performance-related equity-based awards (11% for equity-based awards in the case of Mr. Birns), depending on the level of growth achieved. Mr. Clementi was eligible to receive programmatic annual cash and equity-based incentive awards based on the achievement of specified levels of Growth in Aviation NOI in 2010.

In 2010, our year-over-year net after-tax income growth was 25.4% which resulted in Messrs. Stebbins, Kasbar, Birns and Shea each earning (i) the annual cash incentive awards shown on page 33 and (ii) the performance-related restricted stock awards shown on pages 35-37. The year-over-year Growth in Aviation NOI was 42.6%, which earned Mr. Clementi (i) the annual cash incentive award shown on page 33 and (ii) the performance-related restricted stock unit, or RSU, award shown on page 37. In addition, based on year-over-year net after-tax income growth, each of the five named executive officers earned the allocated 2010 tranche of the mega-grant performance-related restricted stock awards granted to them in 2006 (2007 in the case of Mr. Birns) shown on page 35.

The overall compensation program for our named executive officers includes the following components:*

The following pie charts illustrate the Compensation Committee’s policy that the portion of pay that is performance-based should increase with the executive’s responsibilityrole in contributing to our success. The pie charts show the base salary, incentive compensation and benefits and perquisites paid to each of our named executive officers in the manner it was considered by the Compensation Committee (see Alternate Summary Compensation Table on page 38 for our success:more information). The performance-based compensation represents the actual payments made to the named executive officers as a result of 2010 performance.

Executive Compensation Philosophy

The Compensation Committee has designed our executive compensation programs based on the following principles:

Role of Compensation Committee and Management in Executive Compensation

The Compensation Committee, which is comprised entirely of independent directors and is advised by independent compensation consultants retained by the Compensation Committee, establishes and oversees our executive compensation programs to ensure that they reflect our executive compensation philosophy. In determining individual compensation, the Compensation Committee assesses each named executive officer’s responsibilities and roles with respect to overall corporate policy-making and strategy, management, operations and administration, the importance of retaining the executive and the executive’s length of service.

The Compensation Committee establishes and approves the compensation of our Chief Executive Officer and our Chief Operating Officer after careful consideration of our corporate growth and profitability and relevant business conditions. The Compensation Committee also reviews and approves the compensation of other executive officers (including the other named executive officers)officers based upon the written individual performance evaluations by the Chief Executive Officer and the Chief Operating Officer and upon the recommendations of the Chief Executive Officer and the Chief Operating Officer regarding compensation actions for the other executive officers.Officer.

The Compensation Committee also annually reviews the nature, amounts, award terms and mix of all elements of the named executive officers’ compensation, both separately, for internal consistency, and in the aggregate, to ensure that our executive compensation programs are:

The Compensation Committee is also provided annually with a review by management of (i) the structure of our executive compensation programs and (ii) the business risks faced by us, our strategy for addressing these risks and our overall performance objectives for the year. The Compensation Committee’s goals in this process include assuring that there are controls in place that (i) safeguard the Company from unwarranted exposure to particular risks that individuals might choose to take and (ii) avoid any inadvertent incentives for executives to take inappropriate business risks by making decisions that may be in their best interests but not in the best interests of our shareholders.

The Compensation Committee also reviews comprehensive tally sheets to ensure that it is fully informed of all the compensation and benefits the named executive officer has received as an employee of the Company when making decisions regarding current compensation. The tally sheets include the aggregate amounts realized from prior years’ compensation and the current value (as compared to the grant date value) of outstanding equity awards and of the named executive officers’ stockholdingsshareholdings in the Company (what some commentators call an “accumulated wealth analysis”). However, the Compensation Committee does not specifically use the tally sheets or accumulated wealth analysis as a material factor in determining the named executive officer’s compensation for a given year.

The Compensation Committee strongly believes that:

The Compensation Committee strongly believes that it is an unnecessary risk to shareholder value to give significant weight to an accumulated wealth analysis when making decisions regarding current compensation. High quality executive talent with the experience and capabilities upon which our growth and profitability is dependent is scarce. To reduce current year compensation because an executive has realized gains based on a desired creation of shareholder value is seen by the Compensation Committee as counterproductive.

Following these reviews and assessments, the Compensation Committee determines what it believes to be an appropriate current year compensation packagepackages for each named executive officer.officers, with the exception of Mr. Clementi whose compensation package was established in connection with his new employment agreement that was entered into 2008. This process is subjective and involves the exercise of discretion and judgment. The Compensation Committee does not use a formula in which stated factors or their interrelationships are quantified and weighted (either in general or as to each named executive officer).

By the end of the first quarter of each year, the Compensation Committee establishes the incentive payout curve that determines the annual cash incentive and performance-related equity-based awards that will earned by the named executive officers at each level of Company performance for that year. The Compensation Committee establishes the incentive payout curve afterholds discussions with our Chief Executive Officer, Chief Operating Officer and Chief OperatingFinancial Officer, as part of our business planning process, taking into account such relevant factors as our recent and historical growth, profitability, stock price, and current and expected business conditions and cost of capital.

Based on these discussions, the Compensation Committee determines the levels of annual cash incentive awards and performance-related equity-based awards to our named executive officers that would make theirthe total compensation of Messrs. Stebbins, Kasbar, Birns and Shea reasonable in relation to the levels of shareholder value created at each level of Company performance for that year. However, the Compensation Committee has the discretion to decrease any annual cash incentive award or performance-related equity-based award after reviewing our total shareholder return for the full year in accordance with the terms of the Company’s 2008 Executive Incentive Plan (the “EIP”) and 2006 Omnibus Plan, as amended and restated (the “Omnibus Plan”).

Independent Compensation Consultants

In 2009,2010, the Compensation Committee used two independent compensation consultants: Independent Compensation Committee Adviser, LLC (“ICCA”) and Mr. John R. Benbow. ICCA has been providing consulting services to the Compensation Committee since January 2004 and was engaged directly by the Compensation Committee to provide ongoing advice with respect to our compensation programs for our named executive officers. ICCA assists the Compensation Committee in identifying key issues, reviews and comments upon all plans, agreements or other documents the Compensation Committee is asked to adopt or approve, reviews reports, explains relevant information, provides feedback to the Compensation Committee and attends meetings of the Compensation Committee. Mr. Benbow served as Chairman of the Compensation Committee until his retirement from the Board in May 2007 and was thereafter engaged directly by the Compensation Committee to assist the Compensation Committee in the fulfillment of its duties and responsibilities and to

provide ongoing advice with respect to our compensation programs for our named executive officers. ICCA and Mr. Benbow reported directly and exclusively to the Compensation Committee and did not provide services to management. ICCA and Mr. Benbow, following his retirement from the Board and engagement as a compensation consultant, have not performed other services for the Company unrelated to executive compensation and non-employee director compensation.

20092010 Compensation Program for Messrs. Stebbins, Kasbar, Birns and Shea

The growth in the Company’sIn 2008, management achieved very significant year-over-year net after-tax income for 2008—at 62% higher than our 2007 net after-tax income—proved to be extraordinary, especially in light ofgrowth (62%) that would not have been adequately rewarded by the significant worldwide recession.programmatic annual cash incentive awards under the 2008 compensation program. As a result of this above-average earnings growth, (i) Messrs. Stebbins, Kasbar, Birnsoccurrence, and Shea each earned their maximum annual cash incentive awards for 2008, (ii)after taking into account the five named executive officers each earned the maximum amountchanging complexity of the allocated 2008 tranche ofCompany and the mega-grant performance-related restricted stock awards made in 2006changing landscape for future employment and (iii) based on the compound annual growth rate in our earnings per share for 2006-2008, Messrs. Stebbins, Kasbar, Shea and Clementi each earned the maximum amount under the mega-grant performance-related stock-settled stock appreciation rights, or SSAR, awards made in 2006. Although the 2008 annual cash incentive awards made byopportunities, the Compensation Committee were performance-based, the Compensation Committee did not believe that they fully addressed management’s achievement of very significant earnings growth inconducted a year in which there were very difficult market conditions worldwide. Thus, in February 2009, in accordance with our pay-for-performance philosophy, the Compensation Committee decided to award special cash and stock awards to Messrs. Stebbins, Kasbar, Birns and Shea in recognition of their achievements in 2008. The special stock awards were made subject to a special retention requirement which requires the executive to retain the net after-tax shares realized from the award for a period of three years after the grant date.

In view of the significant growth achieved in 2008, the Compensation Committee also determined that a broadercomprehensive review of the compensation program for Messrs. Stebbins, Kasbar, Birns and Shea was warranted.in 2009. The guiding principles in the Compensation Committee’s review were to:

In lightBased on the results of such review, and the extraordinary earnings growth achieved in 2008 which would not have been rewarded underCompensation Committee decided that the 2008 compensation program the Compensation Committee determined that the annual cash incentive award formula adopted in 2008 and the mega-grant performance-related equity-based awards, which were originally granted in 2006 (2007 in the case of Mr. Birns), did not provide adequate incentive or reward to management for achieving extraordinary earnings growth. As a result,Accordingly, in March 2009, the Compensation Committee approvedestablished a newcomprehensive incentive compensation award approach that provides these four named executive officers a portion of the net after-tax income created at each performance level or level of net after-tax income growth. As performance goes up (i.e. higher levels of net after-tax income growth are achieved), the portion of the net after-income earned by these four named executive officers also goes up (i.e. the slope of the incentive payouts at each growth level is curvilinear, which is why we refer to that slope as the “incentive payout curve”). In addition, as the incentive awards that may be earned by these four named executive officers increase, an increasing portion of the incentive awards is provided as equity-based incentive awards with retention requirements, and a decreasing portion is provided as cash incentive awards. The Committee chose to divide the incentive awards between cash and equity-based awards in order to keep a significant portion of named executive officer pay at risk until the sustainability of Company performance has been tested over some reasonable period of time.

In 2010, the Compensation Committee reviewed the compensation program for Messrs. Stebbins, Kasbar, Birnsthese four executives using the guiding principles discussed above and Sheaapproved the following compensation program for 2009 as follows:2010:

Clementi Compensation Program

Mr. Clementi’sUnder the separate compensation is determined under a separate program that was established by the Compensation Committee in March 2008. Under this program,2008 for Mr. Clementi, he is eligible to receive cash and equity-based incentive awards (in the form of RSU awards) based on the performance of the Company’s Aviation Segment, of which he is President. When the Compensation Committee adopted the program in 2008, it established a formula under which Mr. Clementi receives a percentage of the net operating income of the Aviation Segment that varies according to the achievement of specified levels of growth in the Aviation Segment’s net operating income (“Growth in Aviation NOI”) starting at 1% Growth in Aviation NOI up to a maximum of 59%. Under the program, Growth in Aviation NOI is calculated as the percent of growth above a baseline net operating income established at the beginning of the year. The baseline net operating income for a particular year is the final net operating income of the Aviation Segment for the preceding year, adjusted to reflect the annualized net operating income of any businesses

acquired in the preceding year. At year end, the final net operating income of the Aviation Segment, which may be further adjusted either positively or negatively to reflect any year-over-year increase or decrease in working capital (“Aviation NOI”), is used to determine the level of growth over the baseline net operating income.

After subtracting Mr. Clementi’s base salary from the total compensation calculated under the program, any balance is allocated to his annual cash incentive award. In the event Mr. Clementi’s total compensation under the program for a particular calendar year exceeds $1 million, the excess amount is allocated 50% to an annual cash incentive award and 50% to a performance-related RSU award.award (50% of which will vest on the third anniversary of the grant date and 50% of which will vest on the fourth anniversary of the grant date). Mr. Clementi’s compensation under the program for any calendar year is capped at $5,000,000, and the maximum positive impact from any acquisitions in the calendar year in which such acquisitions are completed may not exceed $750,000. For any calendar year in which Growth in Aviation NOI is zero or negative, Mr. Clementi will not receive an annual cash incentive award or performance-related RSU award (although as described below under the heading “Performance-Related Equity-Based Awards,” he may be entitled to earn all or a part of the 2009relevant year’s tranche of the mega-grant performance-related restricted stock awards that were made in 2006, which were dependent upon the growth in the Company’s net after-tax income)income growth), and, for any calendar year in which the Growth in Aviation NOI is negative, the total compensation calculation for the following calendar year will be negatively impacted by lowering the percentages of net operating income paid out at each level of Growth in Aviation NOI achieved for that year.

Components of Executive Compensation Program

In 2009,2010, our executive compensation program for our named executive officers consisted of the following five elements:

The Compensation Committee determined the amounts that could be earned for each of the five elements of our 20092010 executive compensation program in accordance with our pay-for-performance philosophy. Base salary was the only fixed portion of the named executive officers’ compensation (aside from standard benefits and minimal perquisites) and with the exception of Mr. Birns, represented the smallest portion of their total compensation, and wecompensation. We do not provide any pension or other defined benefit retirement plans. The 20092010 base salaries of all of the named executive officers ranged from 18%16% to 33%31% of the maximum cash compensation that each executive could earn if the maximum performance targetslevels were achieved. The rest of the compensation for the named executive officers (consisting of annual cash incentive and performance-related equity-based awards) was variable and designed to share with the named executive officers an increasinga portion of the Company’s net after-tax income (Aviation NOI in the case of Mr. Clementi) at each level of growth that is achieved. As higher growth levels are achieved, and increase the equity pay componentportion of the incentive award payouts as greater growth is achieved.increases while the cash portion decreases accordingly.

The following sections describe each of the five individual elements of our executive compensation program for 2009.2010.

Base Salary

Base salary is reviewed, annually, but not necessarily increased, annually by the Compensation Committee. The Compensation Committee believes that providing competitive base salaries for performing management job responsibilities is necessary to attract, retain and motivate executives but should not be the primary means of recognizing their talent and performance. The Compensation Committee considers the individual’s responsibilities,

experience, tenure and capacity for growth when determining the base salary for each named executive officer. There were no base salary increases in 20092010 for our named executive officers with the exception of Mr. Birns who received an increase of $25,000.officers.

Annual Cash Incentive Awards

Our named executive officers are eligible for annual cash incentive awards under the EIP, which is administered by our Compensation Committee. TheUnder the 2010 compensation program for Messrs. Stebbins, Kasbar, Birns and Shea, the Compensation Committee set the performance goals of achievement of specified levels of year-over-year growth in our net after-tax income for the 20092010 annual cash incentive awards of Messrs. Stebbins, Kasbar, Birns and Shea using an incentive payout curve based oncurve. Under the achievement in 2009terms of specified levels of year-over-year growth in our net after-tax income, whilethe EIP, the Compensation Committee has the discretion to decrease or eliminate an annual cash incentive award. Under Mr. Clementi’s compensation program, his performance goals were based on the achievement in 20092010 of specified levels of year-over-year Growth in Aviation NOI pursuant to his separate compensation program. The Compensation Committee used these performance metrics because it believes that sustained earnings growth is fundamental to creating shareholder value. Under the terms of the EIP, the Compensation Committee has the discretion to decrease or eliminate an annual cash incentive award.

For 2009,2010, the award percentages for the annual cash incentive awards that could have been earned by Messrs. Stebbins, Kasbar, Birns and Shea in 20092010 based upon the threshold and maximum performance goals for the percentage growth in our net after-tax income and the actual growth percentagepercentages and award payoutpayouts were as follows:

20092010 Annual Cash Incentive Awards

In 2009,2010, the year-over-year Growth in Aviation NOI was 26.89%42.6%. Under Mr. Clementi’s program, this entitled him to receive total compensation equal to 2.59%3.38% of the Aviation NOI for 2009,2010, or $2,243,255.$3,637,078. After subtracting Mr. Clementi’s base salary of $500,000 from the calculated compensation, the balance of $1,743,255$3,137,078 was allocated to his annual incentive award. Because Mr. Clementi’s compensation for 20092010 exceeded $1 million, $500,000 was allocated to his annual cash incentive award and the remaining $1,243,255$2,637,078 was allocated 50% to his annual cash incentive award and 50% to a performance-related RSU award. As a result, Mr. Clementi received a total annual cash incentive award of $1,121,628.$1,818,539. Additional information regarding the 20092010 annual cash incentive awards can be found in the Grants of Plan-Based Awards Table on page 3944 and the related footnotes.

Performance-Related Equity-Based Awards

Our named executive officers are eligible to receive grants of performance-related equity-based awards pursuant to our Omnibus Plan, which is administered by our Compensation Committee. The Compensation Committee believes that such performance-related equity-based awards are appropriate long-term incentive compensation vehicles for our executives because they promote retention of our executives and provide further long-term incentives for creating shareholder value. Under the terms of the Omnibus Plan, the Compensation Committee has the discretion to reduce the amount of any performance-related equity-based award.

For 2009,

Under both the 2010 compensation program for Messrs. Stebbins, Kasbar, Birns and Shea and the separate compensation program applicable to Mr. Clementi, there were two types of performance-related equity-based awards that the five named executive officers were eligible to earn: (i) earn for 2010:

The Compensation Committee chose to award restricted stock for the additional performance-related equity awards for Messrs. Stebbins, Kasbar, Birns and Shea in order to comply with the requirements under Section 409A of the Internal Revenue Code. These restricted stock awards will vest one-third ratably on the first, second and third anniversary of the grant date.

The mega-grants of performance-related restricted stock awards made to Messrs. Stebbins, Kasbar, Clementi and Shea in 2006 provided that a maximum of 20% of the awarded restricted stock could be earned during each of the five calendar years from January 1, 2006 through December 31, 2010, based upon the achievement of 11.5% to 21% growth in the Company’s net after-tax income for that year. Shares which arewere not earned in a particular year arewere forfeited. The Compensation Committee set the performance goals for each of the calendar years in the five-year performance period in 2006 and hashad no discretion to alter them. The shares of performance-related restricted stock granted in 2006 that arewere earned each year will not vest unless the executive continues to be employed by us through the later of: (i) the date after December 31, 2010,vested on which the Compensation Committee certifies in writing, based upon the Company’s audited financial statements, the extent to which the requisite growth in net after-tax income has been achieved for 2010 or (ii) March 21, 2011. This five year service-based cliff vesting schedule providesprovided an incentive for the executive to remain employed by us throughout the vesting period.

Mr. Birns also received a multi-yearmega-grant of performance-related award of 10,000 shares of restricted stock in 2007, which is subject to the same terms and performance goals described above for the 2006 multi-yearmega-grant performance-related restricted stock awards to our other named executive officers, with the exception that the performance period for Mr. Birns’ grant is each of the five calendar years from January 1, 2007 through December 31, 2011 and theany shares that are earned for the fifth performance periodin 2011 will not vest unless Mr. Birns continues to be employed by us through the later of: (i) the date after December 31, 2011, on which the Compensation Committee certifies in writing, based upon the Company’s audited financial statements, the extent to which the requisite growth in net after-tax income has been achieved for 2011 or (ii) March 21, 2012.

The portion of the 20092010 tranche of the mega-grant performance-related restricted stock awards that could have been earned by the named executive officers based upon the threshold, target and maximum performance goals from 11.5% to 21% growth in the Company’s net after-tax income and the number of shares of restricted stock that were earned by the named executive officers based on the Company’s achievement of 11.52%25.4% growth the Company’s net after-tax income in 20092010 were as follows:

20092010 Tranche of Multi-Year Performance-Related Restricted Stock Grants⁽¹⁾

From over 21%

In addition to 45% growth in the Company’s net after-tax income,2010 tranche of mega-grant restricted stock awards discussed above, Messrs. Stebbins, Kasbar, Birns and Shea were also eligible to receive additional unspecified performance-related equity-basedrestricted stock awards with grant date values corresponding to a percentage of base salary. salary based on (i) 3% to 33% growth in the Company’s net after-tax income for Messrs. Stebbins and Kasbar, (ii) 11% to 34% growth in net-after tax income for Mr. Birns and (iii) 3% to 34% growth in the Company’s net after-tax income for Mr. Shea.

The grant date values of thesethe threshold and maximum performance-related equity-basedrestricted stock awards that could have been earned by Messrs. Stebbins, Kasbar Birns and Shea at 22%, 30%3% and 45%33-4% net income growth were as follows and the grant date values of the restricted stock that was earned by these three named executive officers based on the Company’s achievement of 25.4% growth in 2010 were as follows:

2009 Unspecified2010 Performance-Related Equity-BasedRestricted Stock Awards as a Percentage of Base Salary

(2)	The potentialmaximum performance goal for Messrs. Stebbins and Kasbar was 33% growth in net after-tax income while the maximum performance goal for Messrs. Birns and Shea was 34% growth.

The grant date values of the threshold and maximum performance-related restricted stock awards that could have been earned by Mr. Birns at 11% and 34% net income growth were as follows and the grant date value of the restricted stock that was earned by Mr. Birns based on the Company’s achievement of 25.4% net after-tax income growth in 2010 was as follows:

2010 Performance-Related Restricted Stock Award

percentage points, the maximum performance goal thatexecutive would be rewarded underearn a portion of net-after tax income based upon the program.incentive payout curve established by the Compensation Committee.

Because the growth in the Company’s net after-tax income for 2009 was 11.52%, Messrs. Stebbins, Kasbar, Birns and Shea did not earn any additional performance-related equity-based awards.

Under Mr. Clementi’s compensation program, if his compensation for any calendar year exceededexceeds $1 million, the amount in excess of $1 million would beis allocated 50% to an annual cash incentive award and 50% to a performance-related RSU award. As discussed above in “Annual Cash Incentive Awards,” Mr. Clementi’s compensation under the program did exceed $1 million in 2009.2010. As a result, Mr. Clementi received a performance-related equity-based award of 21,384$1,318,539 or 34,781 RSUs, 50% of which will vest on the third anniversary of the grant date and 50% of which will vest on the fourth anniversary of the grant date.

Additional information regarding Mr. Clementi’s RSU award has not been included in the 2009 performance-related equity-based awards can be found inSummary Compensation Table or the Grants of Plan-Based Awards Table in accordance with SEC rules but can be found in the Alternate Summary Compensation Table on page 3938.

In summary, the other four named executive officers earned in 2010: (i) the maximum number of shares of the tranche of the mega-grant performance-related restricted stock awards that were made in 2006 (2007 in the case of Mr. Birns) that had been allocated to the year 2010 listed on page 35 and (ii) additional performance-related restricted stock awards discussed on page 36 in the related footnotes.following amounts:

Stebbins and Kasbar: 41,483 shares of restricted stock

Birns: 10,219 shares of restricted stock

Shea: 9,209 shares of restricted stock

Both of these restricted stock awards for 2010 performance for Messrs. Stebbins, Kasbar, Birns and Shea have not been included in the Summary Compensation Table or the Grants of Plan-Based Awards Table in accordance with SEC rules but can be found in the Alternate Summary Compensation Table on page 38.

Benefits and Perquisites

In keeping with our pay-for-performance philosophy, only limited standard benefits and perquisites are provided to our named executive officers as described below in order for us to be successful in attracting and retaining executives. The total amount of benefits and perquisites provided to the named executive officers during 20092010 was only a small percentage of each named executive officer’s total compensation. These amounts are included in the second to last column of the Summary Compensation Table at page 3742 under “All Other Compensation” and related footnotes.

Retirement and Deferred Compensation

We maintain the World Fuel Services Corporation 401(k) Profit Sharing Plan, or our 401(k) Plan, to enable eligible employees to save for retirement through a tax-advantaged combination of elective employee contributions and our matching contributions. The 401(k) Plan allows eligible employees to elect to contribute a percentage of their eligible compensation on a pre-tax basis, up to the maximum dollar amounts permitted by law. In 2009,2010, the maximum employee elective contribution to the 401(k) Plan was $16,500, plus an additional $5,500 for employees who were at least 50 years old in 2009.2010. Eligible compensation generally means all wages, salaries and fees for services from us. Matching contributions under the 401(k) Plan are discretionary. For 2009,2010, we matched 25%50% of the first 4%3% of eligible compensation that each eligible participant elected to contribute to the 401(k) Plan. The portion of an employee’s account under the 401(k) Plan that is attributable to matching contributions vests immediately.

We do not maintain any non-qualified deferred compensation plan or supplemental executive retirement plan for our named executive officers. However, the prior employment agreements in effect for Messrs. Stebbins and Kasbar provided that any bonuses payable to either of them that would not be deductible under Section 162(m) for the year earned would be deferred until a fiscal year in which they would be deductible. Payment of the deferred bonus would be made in all events in the year in which the executive’s employment terminates or the employment agreement expired.terminates. Any amount deferred in this manner is being credited with interest at the prime rate as published in the Wall Street Journal. Please refer to the Non-Qualified Deferred Compensation Table on page 47 for more information.

Other Benefits and Perquisites

Our named executive officers are eligible for the same health and welfare benefits as are available to all of our eligible employees during active employment. These benefits include medical, dental, vision, short-term and long-term disability and up to $50,000$300,000 of term life insurance and accidental death and dismemberment coverage. We pay the entire cost of coverage for short-term disability and term life insurance and a portion of the cost of coverage for medical insurance for the named executive officers and their covered dependents.

Messrs. Stebbins, Kasbar, Birns and Clementi are also provided with a country club membership to be used for business entertainment purposes and to facilitate business meetings.

Other Compensation

In March 2010, the Compensation Committee awarded Mr. Birns the following equity award in order to recognize and reward his outstanding contributions since joining the Company, to retain and further motivate him to achieve long-range goals and to further align his interests with those of the Company’s shareholders and thereby promote the long-term financial interest of the Company:

This equity award is included in the Stock Awards column of the Summary Compensation Table at page 42 and the Grants of Plan-Based Awards Table on page 44.

Alternate Summary Compensation Table

The table below shows the base salary and incentive award compensation paid to Messrs. Stebbins, Kasbar, Birns, Clementi and Shea for their performance in 2010 in the manner it was considered by the Compensation Committee. This presentation differs from that contained in the Summary Compensation Table by (i) showing the full grant date value of the restricted stock awarded to Messrs. Stebbins, Kasbar, Birns and Shea on March 15, 2011, which was awarded based on 2010 performance but is not reflected in the Summary Compensation Table because it was granted after the end of our 2010 fiscal year, (ii) showing the full grant date value of the 2010 tranche of the mega-grant restricted stock awards granted in 2006 (2007 for Mr. Birns), which was earned based on performance in 2010 but is not reflected in the Summary Compensation Table because the awards were granted in 2006 and 2007 and (iii) excluding the full grant date value of the RSU award granted to Mr. Clementi on March 15, 2010, which related to 2009 performance but is included in the Summary Compensation Table for 2010. In addition, the “All Other Compensation” column is omitted, as these amounts were not material elements of any of the named executive officers’ compensation.

Agreements with Executives

Our Compensation Committee believes that it is important to protect our intellectual capital. Accordingly, we maintain agreements with certain of our named executive officers that provide consideration for, and thus ensure the effectiveness of, important non-compete and other restrictive covenants and consulting obligations applicable under such agreements following termination of employment. The Compensation Committee believes that these agreements serve to encourage the continued attention and dedication of the executives to their assigned duties and mitigate the uncertainty and questions a potential change of control may raise among executives. The Compensation Committee also deems these agreements to be appropriate and necessary to attract and retain these executives.

Our Compensation Committee generally views the potential payments and benefits payable under a termination or change of control scenario as a separate compensation element because such payments and benefits are not expected to be paid in a particular year and serve a different purpose for the executive than other elements of compensation. Accordingly, those payments and benefits do not significantly affect decisions regarding other elements of compensation.

See “Potential Payments upon Termination of Employment or Change of Control” beginning on page 4354 for a discussion of these agreements and certain compensation and benefits that will be provided in the event of the termination of the employment of our named executive officers.

Equity Grant Practices

On March 6, 2008,In November 2010, the Compensation Committee adopted anrevised the quarterly grant dates in the equity grant policy whichin order to align the vesting of equity awards with the Company’s open trading windows. The revised policy provides for equity grants to be effective on only one of four quarterly dates per year—March 15, June 15, September 15February 10, May 10, August 10 and December 15. EquityNovember 10 with equity grants made to executive officers in connection with the Company’s annual performance review process are effective on March 15 of each year. Equity grants made to executive officers upon hiring or for purposes of promotion, retention or special recognition will be effective on the quarterly date that follows the date of hire or the date on which the promotion or special recognition award is made.

Under the terms of the Omnibus Plan, we are not permitted to cancel outstanding stock options or SSARs for the purpose of repricing or otherwise replacing or re-granting such options or SSARs with an exercise or conversion price that is less than the exercise or conversion price of the original stock option or SSAR without shareholder consent. We do not have a program, plan or practice of timing equity award grants in order to benefit our executive officers or in coordination with the release of material non-public information. All grants of equity awards to executive officers are approved by the Compensation Committee at a meeting of the Compensation Committee and not by written consent.

Tax and Accounting Implications

Deductibility of Executive Compensation

As part of its role, the Compensation Committee reviews and considers the deductibility of executive compensation under Section 162(m) of the Internal Revenue Code. Section 162(m) provides that the Company may not take a federal income tax deduction for compensation in excess of $1 million paid in any year to any of our named executive officers (excluding our Chief Financial Officer) to the extent that such compensation is not “performance-based” as defined under Section 162(m). To qualify as “performance-based,” certain pre-established objective performance goals or certain other conditions must be met. Annual cash incentive awards under our EIP and equity-based awards under our Omnibus Plan may be granted in a manner so that they will qualify for the “performance-based” exception to Section 162(m).

We generally seek to preserve such tax deductibility for compensation to the extent practicable, although the Compensation Committee retains flexibility to approve, when appropriate, compensation arrangements which promote the objectives of our compensation program but which do not qualify for full tax deductibility. Accordingly, in the future, the Compensation Committee may also determine, in light of applicable circumstances, to award certain compensation in a manner that will not preserve the deductibility of such compensation under Section 162(m).

Accounting for Share-Based Compensation

Before granting equity-based compensation awards, the Compensation Committee considers the accounting impact of the award, including the compensation cost and the grant date fair value, as structured and under various other scenarios in order to analyze the expected impact of the award.

Stock Retention Requirement

Our named executive officers are required to retain 50% of any shares acquired (net of any shares that would need to be sold to satisfy any applicable income and employment taxes relating to the award) pursuant to any equity award granted since 2005 for five years after the shares are issued (or until termination of employment, if earlier). In 2009, the Compensation Committee awarded Messrs. Stebbins, Kasbar, Birns and Shea special bonus awards in cash and stock in recognition of their achievements in 2008 in accordance with our pay-for-performance philosophy. Under the stock portion of the 2008those special bonus awards, Messrs. Stebbins, Kasbar, Birns and Shea are required to comply with a special stock retention requirement, pursuant to which they must retain 100% of the award, net of taxes, for three years after grant. All of our named executive officers are in compliance with these retention requirements.

Stock Ownership Requirement

In March 2010, the Compensation Committee approved a stock ownership requirement to augment the stock retention requirement already in place for the named executive officers. The Compensation Committee believes that these two requirements will serve to further align management interests with those of shareholders. The ownership requirements are set forth below and are expressed as a multiple of base salary determined by leadership level.

Equity vehicles that will count towards compliance with the ownership requirement include: common stock, unvested service-based restricted stock or restricted stock units,RSUs, including the earned portion of performance awards. Unexercised stock options or stock appreciation rights and the unearned portion of performance awards will not count.

The Company will use the three-year average stock price at the end of each fiscal year to determine compliance and to manage against the risk of the named executive officers falling out of compliance due to volatility in the stock price. Should a named executive officer who, after becoming compliant, become non-compliant, the Compensation Committee, in its discretion, may determine the appropriate hardship relief, if any, including allowing the named executive officer additional time to regain compliance or suspending the ownership requirement until the stock price stabilizes.

The current named executive officers have three years from adoption of the stock ownership requirement to become compliant and persons hired into one of the covered roles have five years from their start date to become compliant. The Compensation Committee has the discretion to determine penalties for non-compliance, including requiring the deferral of cash incentives into equity, instituting a higher equity retention requirement than the current 50% prohibition on selling shares and reduction or elimination of incentive compensation.

Compensation Committee Report on 20092010 Executive Compensation

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

Ken Bakshi, Chairman

Richard A. Kassar, Member

Stephen K. Roddenberry, Member

Compensation Committee Interlocks and Insider Participation

During the 20092010 fiscal year, the following individuals served as members of our Compensation Committee: Ken Bakshi, Richard A. Kassar and Stephen K. Roddenberry. During the 20092010 fiscal year, none of the members of the Compensation Committee were employed by us, and there were no “compensation committee interlocks” as described under the SEC rules.

EXECUTIVE COMPENSATION TABLES

Summary Compensation Table

The following table summarizes the “total compensation” of our named executive officers for the fiscal year ended December 31, 2010. We believe that the better way to view this information is as set forth under “Compensation Discussion and Analysis—Alternate Summary Compensation Table” above as the information set forth below (i) does not include in 2010 compensation for Messrs. Stebbins, Kasbar, Birns and Shea restricted stock awards that relate to 2010 performance, which were awarded on March 15, 2011, (ii) does not include the 2010 tranche of the mega-grant restricted stock awards granted in 2006 (2007 for Mr. Birns) which were earned based on performance in 2010 but are not reflected below because they were granted in 2006 and 2007, (iii) includes in 2010 compensation for Mr. Clementi RSUs that relate to 2009 performance, which were awarded on March 15, 2010 and does not include RSUs that relate to 2010 performance, which were awarded to Mr. Clementi on March 15, 2011, and (iv) includes in 2009 compensation for Mr. Clementi RSUs that relate to 2008 performance, which were awarded on March 15, 2009.

SUMMARY COMPENSATION TABLE

cash incentive award based on 42.6% Growth in Aviation NOI. For 2009, Messrs. Stebbins, Kasbar, Birns, and Shea earned annual cash incentive awards based on the achievement of net after-tax income growth of 11.52%, while Mr. Clementi earned his annual cash incentive award based on the26.89% Growth in Aviation NOI (as defined above under the heading “Clementi Compensation Program”).NOI. For 2008, Messrs. Stebbins, Kasbar, Birns, and Shea earned their respective maximum annual cash incentive awards based on the achievement of the maximum growth in net after-tax income established forin 2008, while Mr. Clementi earned his annual cash incentive award based on the growth2.3% Growth in the net operating income of the Company’s Aviation Segment. For 2007, the minimum performance targets in net after-tax income were not met, and none of the five officers received an annual cash incentive award. However, Mr. Birns received a guaranteed minimum annual bonus for 2007 pursuant to the terms of his offer letter (see footnote 8). See the Grants of Plan—Based Awards table for more information on the 2009 annual cash incentive awards.

NOI.

(4)	The amounts shown in this column represent interest earned by Messrs. Stebbins and Kasbar on deferred compensation. Messrs. Stebbins and Kasbar did not earn any amounts exceeding 120% of the applicable federal long-term rate, as published by the Internal Revenue Service.

Grants of Plan-Based Awards

The following Grants of Plan BasedPlan-Based Awards Table provides additional information about stock and option awards and equity and non-equity incentive plan awards granted to our named executive officers during the year ended December 31, 2009.

GRANTS OF PLAN-BASED AWARDS TABLE2010.