2016

April 26, 2016

Sincerely,

Ronald F. Clarke

Chairman and Chief Executive Officer

At each annual meeting of stockholders, a class of directors will be elected for a three-year term to succeed the directors of the same class whose terms are then expiring. The terms of the class I directors, class II directors and class III directors identified above will expire upon the election and qualification of successor directors at the annual meeting of stockholders held during the calendar years 2017, 2018 and 2016, respectively.

Three class III directors have been nominated for election at the Annual Meeting to hold office until the annual meeting of Stockholders in 2019, and until their respective successors are elected and qualified. The accompanying proxy will be voted in favor of the nominees named below to serve as directors unless the Stockholder indicates to the contrary on the proxy. All the nominees are current directors.

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

NOMINEES

Joseph W. Farrelly, 72 Class III Director since 2014 If elected, term expires 2019		Mr. Farrelly joined our Board of Directors in April 2014. From 2006 through March 2015, Mr. Farrelly served as the Senior Vice President, Chief Information Officer at Interpublic Group of Companies, Inc. (NYSE:IPG), a global provider of advertising and marketing services. Prior to joining Interpublic Group in 2006, he held the position of Executive Vice President and Chief Information Officer at Aventis, Vivendi Universal, Joseph E. Seagrams and Sons, and Nabisco. His experience covers the advertising, pharmaceutical, consumer products, entertainment, financial services and software industries. Mr. Farrelly is currently a member of the board of directors of NetNumber Inc. He previously serviced as a director of Helium, GridApps, and Aperture Technologies, Inc., all of which were acquired by larger companies in their respective industries. In deciding to nominate Mr. Farrelly, the Board considered Mr. Farrelly’s substantial experience in and in-depth knowledge regarding information technology and security, as well as his experience in advertising and marketing.
Richard Macchia, 64 Class III Director since 2010 If elected, term expires 2019		Mr. Macchia joined our Board of Directors in July 2010 and has served as chairman and financial expert of our audit committee since that date. Mr. Macchia served as chief financial officer and senior vice president of administration for Internet Security Systems, Inc., an information security provider, from December 1997 through October 2005, in which he oversaw financial functions, human resources, facilities and investor relations. Mr. Macchia remained employed with Internet Security Systems, Inc. during the following year to transition the chief financial officer role to his successor. Internet Security Systems, Inc. was acquired by International Business Machines Corporation in October 2006. Prior to this, Mr. Macchia served in senior executive roles, including as principal financial officer and accounting officer, with several public companies, including with MicroBilt Corporation (financial information services), First Financial Management Corporation (credit card authorization, processing and settlement services; healthcare claims processing services; and document management/imaging services). Earlier in his career, from 1973 to 1985, Mr. Macchia worked at KPMG LLP, an international accounting firm, ultimately serving as a partner in the audit and assurance practice for two years. Mr. Macchia has been a certified public accountant in good standing since 1976. In deciding to nominate Mr. Macchia, the Board considered Mr. Macchia’s over twenty years of experience in the financial and information services industry, his deep knowledge of our business, financial matters and industry, as well as his detailed and in-depth knowledge of the issues, opportunities and challenges facing the Company.

CONTINUING DIRECTORS

Mark A. Johnson, 63 Class II Director since 2003 Term expires 2018		Mr. Johnson joined our Board of Directors in March 2003. Since September 2008, Mr. Johnson has served as a partner with Total Technology Ventures, a venture capital firm specializing in financial services. Mr. Johnson also serves on the board of directors of a number of private companies. From 2003 to 2008, Mr. Johnson was vice chairman—mergers and acquisitions at CheckFree Corporation, an electronic payments company (a previously Nasdaq-listed company until it was acquired in 2007 by Fiserv, Inc.), where he led and had direct oversight over business development and evaluating strategic growth opportunities. Mr. Johnson joined CheckFree in 1982 as vice president of operations. Additionally, Mr. Johnson was responsible for the development and launch of CheckFree’s commercial and consumer electronic funds transfer services and CheckFree’s electronic bill payment and bill presentment businesses; as well as the development of key strategic alliances and marketing initiatives. Mr. Johnson also served on the Board of Directors of CheckFree from 1982 to 2007. Mr. Johnson is also a founder of e-RM Ventures, a private investing consultancy focused on early-stage payments-related companies; has former experience with the Federal Reserve Bank of Cleveland and Bank One with responsibilities for checking and cash management operations; was a member of balance sheet committee of CheckFree; and also has public company audit committee experience. At the time of his election, the Board considered Mr. Johnson’s deep knowledge of our business, financial matters and industry, as well as his detailed and in-depth knowledge of the issues, opportunities and challenges facing the Company.
Jeffrey S. Sloan, 48 Class II Director since 2013 Term expires 2018		Mr. Sloan joined our Board of Directors in July 2013. Mr. Sloan has been with Global Payments Inc. (Global), a leading international payments technology company, since June 2010. He has served as president since June 2010, chief executive officer since October 2013, and a member of the board of directors of Global since January 2014. Prior to joining Global, Mr. Sloan served in several executive positions with Goldman Sachs Group, Inc. (Goldman) from 1998 to 2010, where he was a partner and the worldwide head of the financial technology group in New York. With Goldman, Mr. Sloan focused on mergers and acquisitions and corporate finance and pioneered the development of the firm’s payments practice in investment banking, where he led many of the landmark transactions in payments. Mr. Sloan is a member of the executive committee and a trustee of Pace Academy, a private school in the Atlanta area, serves on the board and is secretary of Camp Twin Lakes, and serves on the board and is a member of the executive committee of the Metro Atlanta Chamber of Commerce. Mr. Sloan is also a board member and treasurer of the Electronic Transactions Association (ETA) and is the chairman of the ETA finance committee. At the time of his election, the Board considered Mr. Sloan’s more than twenty years of experience in the financial services and payments industries, which contribute to his deep knowledge of our business, financial matters and industry, as well as his detailed in-depth knowledge of the issues, opportunities and challenges facing the Company.

EVALUATION AND EVOLUTION OF OUR BOARD

As part of our focus on stockholder value, we regularly evaluate the performance of our Board of Directors and its committees and engage in an annual self-evaluation process. We also evaluate the mix of experience, expertise and tenure of our individual directors. Our corporate governance guidelines reflect this approach. As demonstrated by the biographies above, our directors have diverse backgrounds. We believe this helps us to make the most of opportunities and to effectively manage risk. Over the past three years, four of our eight independent directors joined the Board of Directors to fill gaps we perceived and to bring fresh perspective.

Messrs. Buckman and Sloan joined us during 2013. Mr. Buckman has rich experience in the business travel industry, which provides valuable perspective regarding our workforce lodging and payments businesses. Mr. Sloan runs a global payments technology company, bringing extensive industry and operating experience. During 2014, Messrs. Farrelly and Hagerty joined our Board of Directors. Mr. Farrelly has exceptional experience as a global chief information officer, providing us more in-depth systems technology and security expertise. He chairs our information technology and security committee. Mr. Hagerty joined us at the end of 2014 upon completion of our acquisition of Comdata, Inc. He brings us substantial experience regarding executive compensation programs across a variety of companies and industries, which we believe will help us to improve our compensation processes and programs. He chairs our compensation, nominating and corporate governance committee.

Mr. Macchia joined our Board of Directors during 2010 and is a financial accounting expert, having served in many financial accounting roles during his career, including as chief financial officer of a publicly traded company. Mr. Macchia chairs our audit committee. Our other two independent directors have served us for more than ten years, providing continuity and institutional memory, having helped us during our formative years and throughout our continuing growth and success. Mr. Johnson provides payments industry and operating expertise and Mr. Stull has extensive experience across a variety of businesses and industries. Most of our directors also have substantial experience relating to acquisitions, which is an important part of our growth strategy, and those with a private equity background enhance our analytical discipline. Mr. Clarke, our CEO, is the chairman of our Board of Directors and has led our Company since 2000. He also chairs our executive and acquisitions committee. One of our independent directors presides during meetings of independent directors and acts as a liaison between the independent directors and the chairman and CEO in connection with regular meetings. We believe that our efforts have and will continue to result in a board and management focused on delivering exceptional value to our stockholders.

BOARD OF DIRECTORS AND COMMITTEES

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

The Board held four meetings in 2015 and each director attended at least seventy-five percent of all Board and applicable committee meetings. Our independent directors meet in executive session at each regularly scheduled in-person Board meeting, when deemed appropriate. The Board does not have a policy regarding directors’ attendance at annual meetings. Two of our directors attended our 2015 annual meeting of stockholders.

In 2015, our Board had four standing committees: an audit committee, a compensation, nominating and corporate governance committee (“compensation committee”), an executive and acquisitions committee, and an information technology and security committee. The table below provides current membership and fiscal year 2015 meeting information for each of the Board committees that existed during 2015.

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

Audit Committee

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

Our audit committee is responsible for, among other matters:

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

Compensation, Nominating and Corporate Governance Committee

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

The compensation committee is responsible for, among other matters:

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

See “Compensation Discussion and Analysis” for a description of the processes and procedures of the committee and for additional information regarding the committee’s role and management’s role in determining compensation for executive officers and directors.

Executive and Acquisitions Committee

Our executive and acquisitions committee consists of Messrs. Clarke (chairman), Hagerty, Johnson and Sloan. Between meetings of our Board of Directors, the executive and acquisitions committee has and may exercise the powers of the Board of Directors to act upon any matters which, in the view of the Chairman of the Board, should not be postponed until the next previously scheduled meeting of the Board of Directors, except for those powers expressly reserved to the Board. In particular, the executive and acquisitions committee may assist the Board of Directors in connection with capital expenditures, investments, acquisitions, financing activities and other matters. Our Board of Directors has adopted a written charter for the committee, which is available on our website.

Information Technology and Security Committee

Our information technology and security committee consists of Messrs. Farrelly (chairman), Buckman, Macchia and Sloan. The Board determined to create the committee during its January 2015 meeting. Our Board of Directors has adopted a written charter for the committee, which is available on our website. The information technology and security committee is responsible for providing oversight and leadership for our information technology and security planning processes, policies, priorities and objectives. In furtherance of this role, the primary purpose of the committee is to review, assess and make recommendations regarding the long term

strategy for global information security and the evolution of our technology direction in a competitive environment. To accomplish this purpose the committee has four roles: (1) to understand the security controls and assessments conducted on major card platforms and concur that such controls are comparable to industry best practices and standards as appropriate; (2) to assess technology modernization plans and processing platform strategies to validate proper investment in multi-year initiatives that maintain effective and efficient use of our resources; (3) to review progress on significant information technology and security projects against milestones and quality indicators and evaluate actions intended to drive quality and timeliness; and (4) to evaluate the prioritization of strategies for intellectual property protection.

Board Leadership

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

One of our independent directors presides during the meeting of independent directors, and the presiding director acts as a liaison between the non-management directors and the chairman and CEO in connection with each regular meeting. The presiding director performs the essential functions of a “lead director.”

We believe that having a combined chairman and CEO, a Board with a majority of independent directors who meet regularly in executive session, and independent chairs for the Board’s audit committee and compensation committee provides the best form of leadership for FleetCor and our stockholders and provides an appropriate balance between strategy development and independent oversight of management. The Board of Directors believes that having our CEO serve as chairman of the Board facilitates the Board’s decision making process because Mr. Clarke possesses detailed and in-depth knowledge of the issues, opportunities and challenges facing the Company and its business and thus is best positioned to develop agendas that ensure the Board’s time and attention is focused on the most critical matters. The combined role enables decisive leadership, ensures accountability and enhances our ability to communicate our message and strategy clearly and consistently to our stockholders, employees and customers.

Risk Oversight

Our Board is responsible for overseeing our risk management. Under its charter, the audit committee is responsible for discussing with management the annual internal audit plan, FleetCor’s major financial risk exposures, steps management has taken to monitor and control such exposures, risk management and risk assessment policies, significant findings and recommendations and management’s responses. The audit committee is also responsible for discussing with management and the independent auditors, periodically, normally on at least an annual basis, the independent auditors’ annual audit scope and plan and risk assessment and risk management policies. The Board’s other committees oversee risks associated with their respective areas of responsibility. For example, the compensation committee considers risks associated with our compensation policies and practices, with respect to both executive compensation and compensation generally. Our information technology and security committee focuses on risks associated with information technology and security, such as security controls, technology initiatives and intellectual property protection.

Our Board regularly engages in discussing the most significant risks and how the risks are being managed, and receive reports from senior management and from committee chairs. We believe that our leadership structure, as

described above, supports the risk oversight function of the Board. While we have a combined chairman and CEO, independent directors chair the audit committee, the compensation committee, and the information technology and security committee, which are involved with risk oversight.

DIRECTOR INDEPENDENCE

Our corporate governance guidelines provide that a majority of our directors will be independent. Our Board of Directors has adopted director independence guidelines to assist in determining each director’s independence. These guidelines are included in our corporate governance guidelines available on our website atinvestor.fleetcor.com. The guidelines exceed the independence requirements of the New York Stock Exchange on which our shares are traded.

Under the director independence guidelines, the Board of Directors must affirmatively determine a director has no relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. To facilitate this determination, annually each director completes a questionnaire that provides information about relationships that might affect the determination of independence. Management provides the compensation committee and our Board with relevant facts and circumstances of any relationship bearing on the independence of a director or nominee that is outside the categories permitted under the director independence guidelines.

Based on the review and recommendation by the compensation committee, the Board of Directors analyzed the independence of each director and determined that Messrs. Buckman, Farrelly, Hagerty, Johnson, Macchia, Sloan and Stull meet the standards of independence under our director independence standards, and applicable New York Stock Exchange listing standards, including that each member is free of any relationship that would interfere with his individual exercise of independent judgment.

COMPENSATION OF DIRECTORS

The non-employee members of our Board of Directors receive compensation for serving as directors. We believe restricted stock awards are an appropriate form of compensation for our directors because the value of the grants will increase as the value of our stock price increases, thus aligning the interests of these directors with those of our stockholders. Annual grants for director service generally have had a value at grant of approximately $175,000, with prorated grants determined by the Board of Directors from time to time for newly elected directors. The amount of these grants was determined based on our Board of Directors’ general experience with market levels of director compensation.

In addition, the Board of Directors approved a cash payment in the amount of $50,000 for the audit committee chairman and information technology and security chairman, Messrs. Macchia and Farrelly, respectively, for 2015. The decision to provide cash compensation is reviewed on an annual basis.

All members of our Board of Directors are reimbursed for actual expenses incurred in connection with attendance at Board meetings. Mr. Clarke does not receive any compensation for service on our Board of Directors.

The following table sets forth the total compensation provided to each non-employee director that served during any part of 2015.

		Fees earned or paid in cash ($)				Stock awards ($)(1)				Total ($)
Michael Buckman			—				197,676				197,676
Joseph W. Farrelly			50,000				197,676				247,676
Thomas M. Hagerty			—				197,676				197,676
Mark A. Johnson			—				197,676				197,676
Richard Macchia			50,000				197,676				247,676
Jeffrey S. Sloan			—				197,676				197,676
Steven T. Stull			—				197,676				197,676
Andrew B. Balson(2)			—				—				—

(1)

During 2015, the compensation committee granted Messrs. Buckman, Farrelly, Hagerty, Johnson, Macchia, Sloan and Stull each 1,270 shares of restricted stock for their service on the Board of Directors during 2015, which vested on January 1, 2016. The value for stock awards in this column represents the grant date fair value for the stock award granted in 2015, computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718.

(2)	Mr. Balson retired from the Board during October 2015 and forfeited his restricted stock award for 2015 service.

Messrs. Buckman, Farrelly, Hagerty, Johnson, Macchia, Sloan and Stull did not hold any stock option awards as of December 31, 2015.

DIRECTOR QUALIFICATIONS

The qualifications for directors are described in our corporate governance guidelines, which is available on our website. The following factors, among others, are assessed when considering a director’s or nominee’s qualifications:

the highest personal and professional ethics, integrity, values, ability and judgment;

understanding our business environment;

ability to make independent analytical inquiries and judgments;

skills and experience in the context of the needs of the Board;

breadth of business and organizational skills, background and experience;

the number of other public company Boards on which each director serves to consider whether such other board service impairs the director’s service by unduly limiting the director’s attendance, participation or effectiveness; and

“independence” as contemplated by applicable legal and regulatory requirements and in accordance with our guidelines and standards.

Our corporate governance guidelines provide that no director should serve on more than four other public company Boards, unless the compensation committee determines otherwise. Directors are expected to advise the Chairman of the Board and the chair of the compensation committee in advance of accepting an invitation to serve on another public company board.

The Board of Directors does not believe that it should limit the number of terms for which a person may serve as a director or require a mandatory retirement age, because such limits could deprive us of the valuable contributions made by a director who develops, over time, significant insights into FleetCor and its operations.

The re-nomination of existing directors is not viewed as automatic, but is based on continuing qualification under the criteria stated above. In addition, the committee considers the existing directors’ performance on the Board and any committee.

SELECTION OF DIRECTOR NOMINEES

Our compensation committee is responsible for evaluating candidates for election to our Board of Directors. It also evaluates candidates for election to fill vacancies that may arise between annual meetings. The director qualifications referenced above under “Director Qualifications” are used to evaluate candidates. The committee may retain a third party search firm to identify director candidates and has sole authority to select the search firm and approve the terms and fees of any director search engagement.

The committee’s process for selecting nominees begins with an evaluation of the qualifications and performance of incumbent directors and a determination of whether the Board or its committees have specific unfulfilled needs. The committee considers candidates identified by the committee, other directors, executive officers and stockholders, and, if applicable, a third party search firm. Consideration would include determining whether a candidate qualifies as “independent” under the various standards applicable to the Board and its committees. The committee selects nominees to recommend to the Board, which considers and makes the final selection of director nominees and directors to serve on its committees. The committee may use whatever process it deems appropriate under the circumstances when evaluating nominees recommended by stockholders.

We do not have a formal policy regarding Board diversity. Our compensation committee currently believes that, while diversity and variety of experiences and viewpoints represented on the Board should be considered, a director nominee should not be chosen or excluded based on race, gender, national origin or sexual orientation or identity. In selecting a nominee, the committee focuses on skills, expertise or background that would complement the existing directors.

STOCKHOLDER RECOMMENDATIONS OF NOMINEES

The compensation committee of the Board of Directors considers recommendations for candidates for nomination to the Board of Directors by a stockholder. It will consider and evaluate candidates recommended by stockholders in the same manner as candidates recommended from other sources. If the Board determines to nominate a stockholder-recommended candidate and recommends his or her election, then that nominee’s name will be included in the proxy statement for the next annual meeting.

Our stockholders also have the right under our bylaws to directly nominate director candidates and should follow the procedures outlined in our bylaws. To be timely for consideration at our 2017 annual meeting, a stockholder’s notice to the corporate secretary regarding a direct nomination must be received no earlier than February 9, 2017, or later than March 10, 2017. However, in the event that the 2017 annual meeting is called for a date that is not within thirty days before or after June 8, 2017, notice by the stockholder must be received by the later of the tenth day following the date of the Public Announcement (as defined in our bylaws) of the date of the annual meeting and the 90th day prior to the annual meeting.

Stockholder nominations must be addressed to: FleetCor Technologies, Inc., Attention: Corporate Secretary, 5445 Triangle Parkway, Suite 400, Norcross, Georgia 30092, DIRECTOR CANDIDATE RECOMMENDATION.

STOCKHOLDER PROPOSALS

Any proposal that a stockholder wishes to be considered for inclusion in our proxy statement and proxy card for the 2017 annual meeting of stockholders must comply with the requirements of Rule 14a-8 under the Exchange Act and must be received no later than December 22, 2016 at the following address, FleetCor Technologies, Inc., Attention: Corporate Secretary, 5445 Triangle Parkway, Norcross, Georgia 30092, STOCKHOLDER PROPOSAL. However, in the event that the annual meeting is called for a date that is not within thirty days before or after June 8, 2017, notice by the stockholder must be received a reasonable time before we begin to print and mail our proxy materials for the 2017 annual meeting of stockholders.

If a stockholder wishes to present a proposal before the 2017 annual meeting but does not wish to have a proposal considered for inclusion in our proxy statement and proxy in accordance with Rule 14a-8 or to nominate someone for election as a director, the stockholder must give written notice to our Corporate Secretary at the address noted above. To be timely, a stockholder’s notice to the Corporate Secretary must be received no earlier than February 9, 2017, nor later than March 10, 2017. However, in the event that the annual meeting is called for a date that is not within thirty days before or after June 8, 2017, notice by the stockholder must be received by the later of the tenth day following the date of the Public Announcement (as defined in our bylaws) of the date of the annual meeting and the 90th day prior to the annual meeting. Our bylaws contain specific procedural requirements regarding a stockholder’s ability to nominate a director or submit a proposal to be considered at a meeting of stockholders. The bylaws are available on our website atinvestor.fleetcor.comunder Corporate Governance.

COMMUNICATIONS WITH THE BOARD OF DIRECTORS

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

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

Eric Dey

FleetCor Corporate Secretary

5445 Triangle Parkway, Suite 400

Norcross, GA, 30092

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

FleetCorBoard@FleetCor.com

FleetCorNonManagementDirectors@FleetCor.com

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

GOVERNANCE DISCLOSURES ON OUR WEBSITE

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

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

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

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

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

INFORMATION REGARDING BENEFICIAL OWNERSHIP

OF PRINCIPAL STOCKHOLDERS, DIRECTORS, AND MANAGEMENT

This table shows common stock that is beneficially owned by our directors, our chief executive officer, our chief financial officer and our next three most highly compensated executive officers, whom we refer to as our “named executive officers” and all persons known to us to own 5 percent or more of our outstanding common stock, as of February 14, 2016. Percentages are based on 92,616,940 shares outstanding as of February 14, 2016.

AMOUNT AND NATURE OF SHARES BENEFICIALLY OWNED

Name and Address(1)		Common Stock Owned(2)				Right To Acquire(3)				Total Securities Owned(4)				Percent of Outstanding Shares
Principal Stockholders:
Lone Pine Capital LLC(5)			6,434,203				—				6,434,203				6.9	%
Two Greenwich Plaza
Greenwich, CT 06830
The Vanguard Group(6)			5,896,000				—				5,896,000				6.4	%
100 Vanguard Boulevard
Malvern, PA 19355
Jennison Associations, LLC(7)			4,648,959				—				4,648,959				5.0	%
466 Lexington Avenue
New York, NY 10017
Named Executive Officers and Directors:
Ronald F. Clarke(8)			889,283				2,633,331				3,522,614				3.7	%
Eric R. Dey(9)			8,980				—				8,980				*
Andrew R. Blazye (10)			30,054				—				30,054				*
Armando Netto(11)			43,663				11,250				54,913				*
Gregory Secord (12)			10,740				—				10,740				*
Michael Buckman(13)			10,830				—				10,830				*
Joseph W. Farrelly(14)			3,930				—				3,930				*
Thomas M. Hagerty(15)			2,730				—				2,730				*
Mark A. Johnson(16)			119,330				—				119,330				*
Richard Macchia(17)			12,006				—				12,006				*
Jeffrey S. Sloan(18)			5,830				—				5,830				*
Steven T. Stull(19)			10,577				—				10,577				*
Directors and Executive Officers as a Group (20 Persons)(20)			1,315,785				2,777,620				4,093,405				4.3	%

*	Less than 1%

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

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

(3)	Includes shares that can be acquired through stock option exercises through April 14, 2016.

(4)	Includes common stock, restricted stock, and shares that can be acquired through stock option exercises through April 14, 2016.

(5)

This information was reported on a Schedule 13G filed by Lone Pine Capital LLC with the SEC on February 16, 2016. The Schedule 13G was filed on behalf of the following entities: (1) Lone Pine Capital LLC, a Delaware limited liability company (“Lone Pine Capital”), which serves as investment manager to (2) Lone Spruce, L.P., a Delaware limited partnership (“Lone Spruce”), (3) Lone Tamarack, L.P., a Delaware limited partnership (“Lone Tamarack”), (4) Lone Cascade, L.P., a Delaware limited partnership

(“Lone Cascade”), (5) Lone Sierra, L.P., a Delaware limited partnership (“Lone Sierra”), (6) Lone Cypress, Ltd., a Cayman Islands exempted company (“Lone Cypress”), (7) Lone Kauri, Ltd., a Cayman Islands exempted company (“Lone Kauri”), (8) Lone Savin Master Fund, Ltd., a Cayman Islands exempted company (“Lone Savin Master Fund”) and (9) Lone Monterey Master Fund, Ltd., a Cayman Islands exempted company (“Lone Monterey Master Fund”), and together with Lone Spruce, Lone Tamarack, Lone Cascade, Lone Sierra, Lone Cypress, Lone Kauri, Lone Savin Master Fund and Lone Monterey Master Fund, (the “Lone Pine Funds”), with respect to the Common Stock directly held by each of the Lone Pine Funds; and (10) Stephen F. Mandel, Jr. (“Mr. Mandel”), the managing member of Lone Pine Managing Member LLC, which is the Managing Member of Lone Pine Capital, with respect to the common stock directly held by each of the Lone Pine Fund and reported that each of the reporting persons beneficially owned and had shared voting and dispositive power with respect to 6,434,203 shares.

(6)

This information was reported on a Schedule 13G filed by The Vanguard Group with the SEC on February 10, 2016. The Schedule 13G was filed on behalf of: (1) Vanguard Fiduciary Trust Company (“VFTC”), a wholly-owned subsidiary of The Vanguard Group, Inc., is the beneficial owner of 55,172 shares or 0.05% of the common Stock outstanding of the Company as a result of its serving as investment manager of collective trust accounts, and (2) Vanguard Investments Australia, Ltd. (“VIA”), a wholly-owned subsidiary of The Vanguard Group, Inc., is the beneficial owner of 53,639 shares or 0.05% of the common stock outstanding of the Company as a result of its serving as investment manager of Australian investment offerings.

(7)

This information was reported on a Schedule 13G filed by Jennison Associations LLC with the SEC on February 4, 2016. The Schedule 13G was filed by the Jennison Associates LLC (“Jennison”), which furnishes investment advice to several investment companies, insurance separate accounts and institutional clients (“Managed Portfolios”). As a result of its role as investment adviser of the Managed Portfolios, Jennison may be deemed to be the beneficial owner of the shares of the Issuer’s Common Stock held by such Managed Portfolios. Prudential Financial, Inc. (“Prudential”) indirectly owns 100% of equity interests of Jennison. As a result, Prudential may be deemed to have the power to exercise or to direct the exercise of such voting and/or dispositive power that Jennison may have with respect to the Company’s common stock held by the Managed Portfolios. Jennison does not file jointly with Prudential, as such; shares of the Company’s common stock reported on Jennison’s 13G are also included in the shares reported on the 13G filed by Prudential on February 10, 2016, in which Prudential states it has sole voting power on an additional 234,488 shares of the Company’s common stock.

(8)	Includes 739,283 shares of common stock, vested options of 2,633,331 and 150,000 shares of restricted stock subject to vesting requirements.

(9)	Includes 6,250 shares of common stock and 2,730 shares of restricted stock subject to vesting requirements.

(10)	Includes 20,260 shares of common stock and 9,794 shares of restricted stock subject to vesting requirements.

(11)	Includes 933 shares of common stock, vested stock options of 11,250 and 42,730 shares of restricted stock subject to vesting requirements.

(12)	Includes 10,740 shares of restricted stock subject to vesting requirements.

(13)	Includes 9,370 shares of common stock and 1,460 shares of restricted stock subject to vesting requirements.

(14)	Includes 2,470 shares of common stock and 1,460 shares of restricted stock subject to vesting requirements.

(15)	Includes 1,270 shares of common stock and 1,460 shares of restricted stock subject to vesting requirements.

(16)	Includes 117,870 shares of common stock and 1,460 shares of restricted stock subject to vesting requirements.

(17)	Includes 10,546 shares of common stock and 1,460 shares of restricted stock subject to vesting requirements.

(18)	Includes 4,370 shares of common stock and 1,460 shares of restricted stock subject to vesting requirements.

(19)

Represents 6,247 shares of common stock held by Advantage Capital Financial Company, LLC (“Advantage Capital”) and related entities, 2,870 shares of common stock held by Mr. Stull and 1,460 shares of restricted stock subject to vesting requirements. Mr. Stull has shared voting power with respect to such shares of common stock held by Advantage Capital, and as a result, may be deemed to beneficially own such shares. Mr. Stull disclaims ownership of the shares held by the Advantage Capital entities except to the extent of his pecuniary interest therein. Advantage Capital is a private equity fund that invests on behalf of other investors.

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

COMPENSATION DISCUSSION AND ANALYSIS

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

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

This compensation discussion and analysis describes the compensation policies and programs, the material compensation decisions we have made under those programs and policies and the material factors that we have considered in making those decisions. Following this section is a series of tables containing specific information about the compensation earned or paid in 20152016 to the following individuals. We refer to these individuals as our “named executive officers” or “NEOs” for purposes of this proxy statement. The discussion below is intended to explain the detailed information provided in the tables contained in this section and to put that information into context within our overall compensation program.

Our named executive officers for 2015 are:

2016 were:

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

Eric R. Dey—Chief Financial Officer

Andrew R. Blazye—

John S. Coughlin—Executive Vice President—InternationalGlobal Corporate Development

Armando Netto—

Charles Freund—Executive Vice President—Brazil

Gregory Secord—Global Sales

Todd W. House—President—Comdata North America Trucking

2015Direct Issuing, U.S.Telematics and Efectivale

2016 Executive Overview

As discussed in our Management Discussion and Analysis contained in our annual report on Form 10-K for 2015,2016, we accomplished the following:

Reported revenues,Revenues, net of $1.703$1.832 billion, an increase of 42%8% over 2014.

2015.

Reported adjusted netNet income of $592.6$452.4 million, an increase of 32%25% over 2014.

2015.

•	Adjusted net income1 of $659.2 million, an increase of 11% over 2015.

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

•	Reported adjustedAdjusted net income per diluted share1 of $6.30,$6.92, an increase of 22%10% over 2014.2015.

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

•		Exited the fourth quarter of 20152016 with over $1.7$2 billion of run rate revenues, net1, approximately 14%20% higher than the same time in 2014.2015.

2014 wasAcquired STP for $1.3 billion, the second largest business development yearacquisition in the Company’s history, (besting the previous largest in 2013), closing several announced acquisitions, the largest of which was our acquisition of Comdata Inc. for approximately $3.4 billion, a significant success that furthers the Company’s position in the US fuel cardBrazil tolls market, and adding a virtual payments product. Significant efforts were undertaken in 2015 to integrate Comdata into the FleetCor business.

as well as three smaller acquisitions for approximately $75 million.

Grew the Company’s stock price from $27.25 on December 15, 2010 to $142.93$141.52 on December 31, 2015,2016, an increase of over 425%419%, leading our sector, and besting the S&P 500 by over 240%330% and the Russell 2000 by over 376%340%.

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

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1

Non-GAAP financial measure. A reconciliation of adjusted net income and adjusted net income per diluted share to our GAAP numbers is provided on page 7971 of our Form 10-K for the years ended December 31, 2016, 2015 2014 and 2013,2014, as well as in Appendix A to this proxy statement for the years ended December 31, 2016, 2015, 2014, 2013, 2012, 2011 and 2010 (2010 on a pro forma basis). The $1.7$2 billion of revenues, net run rate is calculated as fourth quarter 20152016 revenues, net provided on page 119109 of our Form 10-K for the year ended December 31, 20152016 multiplied by four.

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*

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

FleetCor has grown profitability measured as net income and adjusted net income per diluted share over 20% annuallyat a compounded annual growth rate of 27% and 30%, respectively, since our initial public offering. This financial performance has resulted in significant increase in value to our stockholders and the overall value of the Company since our initial public offering, resulting in significantly greater returns than any other Company in our sector, as well as compared to Russell 2000 Index andindex, S&P 500^® Data Processing & Outsourced Services industry.index, S&P 500

^® index and Dow Jones Industrial average.

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

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

On the basis of stockholder returns, FleetCor’s performance has also been outstanding. The following graph assumes $100 invested on December 15, 2010 (the date our shares first commenced trading),30, 2011, at the closing price

of our common stock on that day ($27.25)29.87), and compares (a) the percentage change of our cumulative total stockholder return on the common stock (as measured by dividing (i) the difference between our share price at the end and the beginning of the period presented by (ii) the share price at the beginning of the periods presented) with (b) (i) the Russell 2000 Indexindex and (ii) the S&P 500^® Data Processing & Outsourced Services index, (iii) the average of our performance peer groupS&P 500^® and (iv) the average of our industry peer group.Dow Jones Industrial average.

		FleetCor Technologies, Inc.				Russell 2000				S&P Data Processing and Outsourced Services				Performance Peer Group Average				Industry Peer Group Average
12/15/2010		$	100.00			$	100.00			$	100.00			$	100.00			$	100.00
12/31/2010		$	113.47			$	101.99			$	95.75			$	100.95			$	100.57
12/31/2011		$	109.61			$	96.43			$	117.85			$	127.11			$	114.16
12/31/2012		$	196.88			$	110.54			$	150.85			$	197.47			$	129.08
12/31/2013		$	429.98			$	151.44			$	228.94			$	256.89			$	193.56
12/31/2014		$	545.72			$	156.79			$	256.74			$	270.64			$	216.00
12/31/2015		$	524.51			$	147.83			$	283.80			$	253.59			$	235.89

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

______________________

Pay for Performance

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

Our executive compensation programs are materially aligned with short and long-term Company performance. They incentincentivize and reward our executives for achievement of short-term goals aligned with the fiscal year operating plan (annual cash incentive program)

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

For our chief executive officer, as well as our other named executive officers, target achievement criteria under our short-term and long-term incentive programs in 20152016 are 100% performance-based. For the other named executive officers, a portion of their incentive compensation is performance-based, the only exception beingexcept for certain time-based stock option grants; however,grants. However, we view these stock option grants as being performance-based, because they have no value to the executives unless our stock price increases. In addition, our long-term incentives are 100% stock-based, so that the value of the shares earned fluctuates with stock price during the performance and vesting periods, aligning our executives’ interests with those of our stockholders. Executives are also subject to stock ownership guidelines, and the shares they are required to hold under that program also fluctuate with stock price.

As described above, our operating performance for 2015 was exceptional,2016 continued to be strong, despite the unfavorable macroeconomic environment. This strong performance is reflected in the pay earned by the named executive officers in 2015.

2016.

In aggregate for fiscal year 2015,2016, the named executive officers earned 106%125% of target for the annual cash incentive program, excluding guaranteed and other discretionary bonus amounts. These payouts were a result of achieving specific profitability, adjusted cash net income earnings per share, and individual goals set in March 2015.

February 2016.

In aggregate, executives earned 85%approximately 80% of targets for the long-term equity incentive plan in connection with the performance based restricted share awards utilizing financial measures.measures in 2016. The payouts were a result of achieving specific adjusted net income per diluted share “EPS” and personal performance goals, with certain awards containing additional time based vesting criteria. The value of the restricted awards changes as our stock price changes, thereby continuing to align executive and shareholder interests.

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

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

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

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

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

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

We provide our stockholders with the opportunity to cast an advisory vote on executive compensation (a “say-on-pay proposal”) every three years. Therefore, the next say-on-pay vote will beis at ourthis annual meeting in 2017.meeting. The compensation committee will continue to consider the outcome of our say-on-pay votes when making future compensation decisions for the named executive officers. We welcome input from our stockholders on our compensation policies and compensation program at any time, not just in the years when we conduct a say-on-pay vote.

Our Compensation Philosophy

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

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

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

Overview of Elements of Compensation

Our compensation program consists of the following five principal components:

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

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

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

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

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

Role of the Independent Compensation Consultant

The compensation committee retained Mercer LLC (“Mercer”) as its compensation consultant in 2013 and 2014. However it did not engage them on any specific projects during 2015. The consultant takes guidance from and reports directly to the compensation committee. The consultant has advised the compensation committee on current and future trends and issues in executive compensation and on the competitiveness of the compensation structure and levels of our executives, including named executive officers. At the request of the compensation committee, and to provide context for the compensation committee’s compensation decisions, the consultant performed the following key services for the compensation committee during 2014:

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

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

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

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

Attended compensation committee meetings at the request of the committee.

The same consultant was approved for work in 2015 as determined by the compensation committee. The compensation consultant performed no other services for the Company during 2015.

Compensation Consultant Conflict of Interest and Independence Assessment

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

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

Peer Groups

We considered the compensation levels, programs, and practices of peer companies to assist us in setting our executive compensation so that it is market competitive. The peer groups used by the compensation committee during 20152016 for the establishment of certain 20152016 compensation and subsequent years’ compensation were developed in conjunction with a compensation consultant in 2014, based on input from management and approved by the compensation committee. The compensation consultant performed no services for the Company during 2015.

We have identified two peer groups: a performance-based group that consists of organizations with similar financial performance characteristics to the Company and an industry-based group that consists of organizations

with similar businesses to that of the Company. We believe that we compete for talent with companies in each of these peer groups. We believe that identification of peer groups both in our industry and with comparable performance and market capitalization is useful in analyzing our payment practices and compensation programs.

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

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

		Sales				Market Cap				EBIT				EBIT Margin
PVH Corp.		$	8,020			$	7,845			$	744				9	%
Affiliated Managers Group Inc. Inc		$	2,500			$	8,451			$	891				36	%
B/E Aerospace Inc		$	2,730			$	4,710			$	451				17	%
Equinix Inc		$	2,726			$	22,348			$	510				19	%
United Rentals Inc		$	5,817			$	5,553			$	1,530				26	%
Hollyfrontier Corp		$	12,992			$	6,306			$	1,254				10	%
Sunoco Logistics Partners LP.		$	10,486			$	6,458			$	530				7	%
Colfax Corp		$	3,967			$	3,475			$	285				7	%
Under Armour Inc.		$	3,963			$	18,139			$	401				10	%
Polaris Industries Inc		$	4,719			$	6,347			$	673				14	%
Ulta Salon Cosmetics and Fragrances.		$	3,924			$	12,215			$	507				13	%
Ocwen Financial Corp.		$	1,741			$	306			$	353				20	%
Median		$	3,965			$	6,403			$	520				14	%
FleetCor Technologies Inc.		$	1,703			$	13,499			$	665				39	%

Markwest Energy Partners LP was removed from the performance peer group in 2015 from 2014 due to its merger in December 2015 with another entity.

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

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

Our industry based peer group was identified by considering publicly traded companies that have a business that is similar to the Company’s. At the time the peer group was constructed, our market capitalization (“market cap”) fell near the median of the group as a whole. Certain of the peers utilized in prior year have been removed in an effort to produce a median market capitalization more in-line with Company’s.

		Sales				Market Cap				EBIT				EBIT Margin
Intuit Inc.		$	4,348			$	26,209			$	953				22	%
Fidelity National Information Services		$	6,595			$	20,575			$	1,232				19	%
Fiserv Inc.		$	5,254			$	22,184			$	1,226				23	%
Alliance Data Systems Corp.		$	6,440			$	12,507			$	1,262				20	%
Western Union Co.		$	5,484			$	9,461			$	1,123				21	%
Total System Services Inc.		$	2,780			$	8,422			$	538				19	%
Global Payments Inc		$	2,843			$	7,767			$	474				17	%
Henry (Jack) & Associates		$	1,298			$	6,547			$	332				26	%
Vantiv Inc.		$	3,160			$	10,014			$	403				13	%
Wex Inc.		$	855			$	3,165			$	237				28	%
Verifone Systems Inc.		$	2,028			$	3,072			$	115				6	%
Median		$	3,160			$	9,461			$	538				20	%
FleetCor Technologies Inc.		$	1,703			$	13,499			$	665				39	%

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

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

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

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

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

Consideration of Peer Groups and Compensation Levels

Periodically, the compensation committee may determine it appropriate to engage a compensation consultant. The compensation committee engaged a compensation consultant in both 2013 and 2014, and determined the analysis provided by the compensation consultant was performed sufficiently recent for use in 2015.2015 and 2016. The compensation committee will continue to engage a compensation consultant as it deems appropriate in future periods. During 2014, and for use with considering and setting compensation, the independent consultant collected and analyzed comprehensive market data for the compensation committee’s use. Mercer conducted a study of four distinct market references, three of which were scoped based on comparable market capitalization (performance group, industry group and general industry survey group (scopedscoped based on all companies in the general industry with market capitalization of $5 billion to $18 billion, or approximately 0.5x to 2x that of the Company) and the final group based on annual revenues.

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

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

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

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

Given the significance of this second finding and the need of the Company to retain top talent at all levels, including our CEO, and given the current market capitalization of the Company, the compensation committee has determined that the two peer groups are the most likely competitors for talent and as such represent the most

appropriate reference when considering the compensation of executives. The Company continued to perform at the top quartile in 2015 for revenue, EBIT and EBIT margin growth in relation to each of these peer groups, including the broader market as a whole. The compensation committee concludes that while revenue is a strong metric on which to gauge the Company’s performance, the Company significantlyconsistently out-performs the general market of companies with similar revenues, and this may not be a useful metric on which to evaluate appropriate peers for compensation levels of the Company’s executives, especially the CEO.

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

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

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

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Determining Compensation for the Named Executive Officers

The compensation committee is responsible for administering our compensation practices and making decisions with respect to the compensation paid to our named executive officers. The compensation committee considers the recommendations of the compensation consultant. In addition, compensation for our executive officers continues to be individualized, impacted by arm’s-length negotiations at the time of employment, and thereafter based on a variety of factors, including:

our compensation committee’s evaluation of the competitive market based on its general market experience;

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

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

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

our overall financial performance;

our financial condition and available resources; and

our need for a particular position to be filled.

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

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

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

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

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

Annual cash incentive awards are designed to reward recent results. These awards support our annual operating plan and are earned only if we meet the performance goals established by the compensation committee.

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

Equity awards are our chosen vehicle to motivate long-term performance and align our executives’ interests with those of our stockholders. Equity awards are granted in the form of stock options and performance-based restricted stock. Stock options have value for our executives only if our stock price increases. Someperformance-based restricted stock has value to our executives only if the executive meets the executive’s individual performance goals established by the compensation committee. Other performance-based restricted stock has value to our executives only if the Company meets its performance metrics (e.g., earnings per share).

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

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

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

Our chief executive officer has the greatest responsibility in managing and driving the performance of our Company. He joined our company in 2000, and has managed our significant growth through a combination of organic initiatives, product and service innovation and over 6570 acquisitions of businesses and commercial account portfolios, growing our revenue from $33.0 million in 2000 to over $1.7$1.8 billion in 2015.2016. As a result of

our compensation committee’s assessment of our chief executive officer’s role and responsibilities within our Company, his nearly 1617 years of service to our Company and the competitive market for chief executive officer compensation, there is a significant compensation differential between his compensation levels and those of our other named executive officers.

Components of Compensation

Historically, we have not applied specific formulas to set compensation,compensation; however we have sought to benchmark our compensation programs against similarly situated companies. As recently asIn 2014, the compensation committee engaged a compensation consultant to help benchmark the Company’s payment practices against other companies in our performance-based and industry-based peer groups, as well as the general industry as a whole.

Base salary

Initial base salaries for our executive officers are typically negotiated at arm’s-length at the time of hiring. Base salaries are reviewed annually and adjusted from time to time, taking into account individual responsibilities, individual performance for the year, the experience of the individual, current salary, retention incentives, internal equity and the compensation committee’s evaluation of the competitive market, based on its general market experience. No particular weight is assigned to each factor.

Annual Salaries
Executive		2014 Salary				2015 Salary				Increase
Ronald F. Clarke		$	1,000,000			$	1,000,000				—
Eric R. Dey(1)		$	325,000			$	344,231				6%(1)
Andrew R. Blazye(2)		$	362,582			$	340,137				(2)
Armando Netto(3)		$	214,843			$	280,048				(3)
Gregory Secord(4)			—			$	135,385				(4)

Annual Salaries
Executive		2015 Salary				2016 Salary				Increase
Ronald F. Clarke		$	1,000,000			$	1,000,000			—
Eric R. Dey(1)		$	344,231			$	373,077			7	%
John S. Coughlin(2)		$	372,116			$	398,077			7	%
Charles Freund(3)		$	315,384			$	343,077			8	%
Todd W. House(4)		$	372,116			$	398,077			7	%

___________

(1)	Mr. Dey received a salary increase from $350,000 in 2015 to $350,000 per year,$375,000 in 2016, resulting in an 8% increase over his base salary for 2014.

(2)

As Mr. Blazye is based in the U.K., his compensation is denominated in British Pounds. All amounts for Mr. Blazye for 2014 and 2015 have been converted into U.S. dollars at an exchange rate of $1 to £0.6068 and $1 to £0.6541, the average exchange rate during 2014 and 2015, respectively. Mr. Blazye received ana 7% increase in his base salary in 2015 from £220,000 to £235,000 per year, an increase of 7%. Remaining fluctuations in Mr. Blazye salary are a result of changes in foreign exchange rates.salary.

(3)

As

(2)

Mr. Netto is based in Brazil, his compensation is denominated in Brazilian Real. Mr. Netto was hired as President—Brazil effective June 2, 2014, with a beginning annual salary of R$872,093 ($368,299). He received R$508,725 ($214,843) in 2014. Mr. NettoCoughlin received a salary increase from $375,000 in 2015 related to mandatory inflationary adjustments required$400,000 in Brazil,2016, resulting in an annual salary of R$916,356, ana 7% increase of 5%. Amounts for 2014 and 2015 have been converted into U.S. dollars at an exchange rate of R$2.3679 to $1 and $R3.2721 to $1, the average exchange rate during the period which Mr. Netto was employed in 2014 and 2015, respectively. Remaining fluctuations in Mr. Netto’s salary are a result of changes in foreign exchange rates.his base salary.

(3)	Mr. Freund received a salary increase from $320,000 in 2015 to $345,000 in 2016, resulting in a 8% increase in his base salary.

(4)	Mr. Secord was hired as President—Comdata North America Trucking effective July 21,House received a salary increase from $375,000 in 2015 withto $400,000 in 2016, resulting in a beginning annual salary of $300,000.7% increase in his base salary.

Annual cash incentive compensation

The primary objectives of our annual cash incentive compensation program are to provide an incentive for superior work, to motivate our employees toward even higher achievement and business results, to tie our

employees’ goals to Company performance and to enable us to attract and retain highly qualified individuals. The annual cash incentive program is intended to compensate our executive officers for achieving company-wide or individual or business unit performance goals that are important to our success during the fiscal year. Certain goals, which tie directly to our operating budget, we believe, are attainable with good performance. Other goals, which we refer to as “stretch targets”, are considered far more difficult to achieve and in general require extraordinary performance to attain.

Our compensation committee approves all targets and payouts, in consultation with our chief executive officer. Executives are eligible for payments only if they are employed by us both on the last day of the applicable fiscal year and on the actual payment date of the incentive award, except as stipulated by employment agreements.

In March 2015,January 2016, the compensation committee approved our 20152016 annual cash incentive program for our executive officers employed at that time. The annual cash incentive program was intended to compensate our executives for the achievement of both our annual financial goals and individual or business unit performance objectives, as outlined below, and was structured to result in significant

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compensation payouts only if performance goals were achieved. If performance goals are not achieved, the named executive officer may receive no payment under the program.

Our compensation committee set the target payout levels, generally as a percentage of base salary, for the executive officers based on recommendations from the chief executive officer (except with respect to his own level). The compensation committee determined these target payout levels based on a combination of factors, including each executive’s role and responsibilities, experience and skills, expected contribution to the Company and potential impact on revenue and net income growth.

Mr. Clarke’s target payout level was set at 100% of his base salary and he had the opportunity to earn an additional 75%88% of the bonus target based on stretch goals.

Mr. Dey’s target payout level was set at 50% of his base salary and he had the opportunity to earn an additional 50%30% of the bonus target based on stretch goals.

Mr. Blazye’sCoughlin's target payout level was set at 50% of his base salary and he had the opportunity to earn an additional 35%50% of the bonus target based on stretch goals.

Mr. Netto’sFreund's target payout level was set at 50% of his base salary and he had the opportunity to earn an additional 30%40% of the bonus target based on stretch goals. In accordance with

Mr. House's target payout level was set at 50% of his offer letter, Mr. Netto was guaranteed a minimum payoutbase salary and he had the opportunity to earn an additional 55% of $200,000 in 2015.

Mr. Secord’sthe bonus objectives were not set during the year due to mid-year hiring and thus, in accordance with his offer letter, Mr. Secord was eligible to receive $75,000, prorated for the period during 2015 in which he was employed by the Company.

target based on stretch goals.

20152016 Performance goals and results.Our compensation committee structured the 20152016 annual cash incentive program to include a combination of company-wide, business unit and individual performance goals, as appropriate, for the named executive officers. Individual or business unit performance goals are tied to the particular area of expertise and responsibilities of the executive and histheir performance in attaining those objectives.

Our named executive officers prepare recommendations regarding their individual or business unit performance goals, which are reviewed by our chief executive officer and approved by the compensation committee. Certain goals could be paid out in amounts up to 200% of the individual target amounts for performance exceeding objectives. Other goals could be paid out in amounts as low as 33%50% of the individual target amounts if actual performance achieved minimum thresholds.

Certain goals are based on achieving an earnings per share target based on adjusted net income. Adjusted net income is GAAP net income as reflected in our statement of income, adjusted to eliminate (a) non-cash stock based compensation expense related share-based compensation awards, (b) amortization of deferred financing

costs and intangible assets (c) amortization of the premium recognized on the purchase of receivables, (d) our proportionate share of amortization of intangible assets at our equity method investment and (e) loss on the extinguishment of debt, (f) impairment of our equity method investment and (g) other non-cash adjustments and adjusted for the income tax effect of such items.investment. The reconciliation of adjusted net income per diluted share to our GAAP numbers is provided on page 7971 of our Form 10-K for the fiscal year ended December 31, 20152016 and in Appendix A to the proxy statement.

Mr. Clarke’s award was determined as follows:

(i)

50% of his target award, or $500,000, could be earned if we achieved a 20152016 adjusted net income per diluted share “EPS” of $6.05,$6.55, with the ability to receive 50%, 150% and 200% of the potential payout with results within a specified range above or below this target. The Company achieved adjusted net income per diluted share “EPS” of $6.30$6.92 for the year ended December 31, 2015,2016, exceeding the target performance and Mr. Clarke attained 200%, or $1,000,000, of this award.

(ii)	25% of his target award, or $250,000, could be earned if we achieved growth targets through acquisitions or divestment of prescribed businesses, with the ability to receive 150% and 200% of potential payout for exceeding the target within a specified range. Mr. Clarke did not attainattained 100% of this award.award with the acquisition of the STP business in 2016.

(iii)

25% of his target award, or $250,000, could be earned if we achieved growth targets through contractual relationships, new partner deals or entry into new geographic markets in 2015,acquisitions with the ability to receive 150% of potential payout for exceeding the target by 100%.target. Mr. Clarke attained 150% of his award, or $375,000, with the renewalsigning of the BPSpeedway partner relationship agreement in the U.S., the successful acquisition of two tuck-in acquisitions in 2016 and entry into five new markets with our European outsourcing relationship with Shell,renewed contractual relationships, exceeding the target performance.

Mr. Dey’s award was determined as follows:

(i)

33%30% of his target award, or $57,750,$56,250, could be earned if we completed projects resulting in asuccessfully modified our Credit Facility to facilitate acquisitions as prescribed, amountmodified our Securitization Facility as prescribed or modified certain aspects of tax savings in 2015,our Credit Facility requirements as prescribed, with the ability to receive 150%50%, 100% and 200%150% of the potential payout with completion of more than one project producing prescribed savings at 250% of the target.each incremental project. As the Company achievedcompleted two of the tax savings projectsthree targets during 2015, just below the maximum annual savings target,2016, Mr. Dey attained 150%100%, or $86,625,$56,250, of this award.

(ii)

33%30% of his target award, or $57,750,$56,250, could be earned if he successfully implemented the new designated general ledger system in European markets in 2015,2016, with the ability to receive 150% of the potential payout with successful execution at 200%267% of the prescribed number of markets at the target level. Mr. Dey attained 150% of his award, or $86,625, with the implementation of the new general ledger system in five of the European markets in which the Company operates.

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of lines of business and markets at the target level. Mr. Dey attained 50% of his award, or $28,125, with the implementation of the new general ledger system in two European lines of business and remaining Shell markets in which the Company operates.

(iii)	34%30% of his target award, or $59,500,$56,250, could be earned for the successful recruitment of three new key finance executives,investors, at prescribed levels in prescribed markets and positions, with the ability to achieve one-third of the target award for each successful hire in 2015.2016. Mr. Dey attained 100% of the award, or $59,500.$56,250.

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

Mr. Blazye’sCoughlin’s award was determined as follows:

(i)

30%100% of his target award, £35,250 or $53,887,$200,000, could be earned if we achieved growth targets through acquisitions of businesses, with the ability to receive 150% of potential payout for exceeding the target within a specified range. Mr. Coughlin attained 150% of this award, or partnerships$300,000, with the acquisition of the STP, TravelCard and several smaller businesses in which Mr. Blazye was significantly involved in 2015. Mr. Blazye did not attain this award.2016.

Mr. Freund’s award was determined as follows:

(ii)	40%
(i)	50% of his target award, £47,000 or $71,849,$86,250, could be earned if we achieved certain sales targets as prescribed, with the ability to receive 50%, 100% and 150% of the potential payout with achievement of the target revenue resultswithin a specified range. Mr. Freund attained 50% of this award, or $43,125.

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

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

Mr. House's award was determined as follows:

(i)

40% of his target award, or $80,000, could be earned if we achieved certain growth targets in businesses he directly manages, (in local currency), with the ability to receive 50%, 100% and 150% of the potential payout with results within a specified range above or below this target in 2015.his target. Mr. BlazyeHouse attained 100%50% of his award, £47,000 or $71,849, with attainment of the target criteria.$40,000.

(iii)

20% of his target award, £23,500 or $35,925, could be earned if we achieved growth targets through a new contractual partnership relationship in 2015. Mr. Blazye attained 100% of his award, £23,500 or $35,925.

(iv)	10% of his target award, £11,750 or $17,962, could be earned for the development of a new universal product in Europe during 2015. Mr. Blazye did not attain this award.

Mr. Netto’s award was determined as follows:

(i)

30% of his target award, or $60,000, could be earned if we achieved certain target revenue results in businesses he directly manages (in local currency), with the ability to receive 50% and 150% with results within a specified range above or below this target in 2015. Mr. Netto did not attain this award.

(ii)

30% of his target award, or $60,000, could be earned if we successfully achieved certain target sales resultstargets in businessesspecified products he directlydirect manages, (in local currency), with the ability to receive 50%, 100% and 150% with resultsof the potential payout within a specified range above or below this target in 2015.his target. Mr. NettoHouse did not attain this award.

(iii)

10%30% of his target award, or $20,000,$60,000, could be earned if he achieved afor the achievement of certain specified business initiativegrowth initiatives in 2015, directly related to businesses he manages.directly manages, weighted equally with a maximum achievement of 167% of the target. Mr. NettoHouse attained 100%67% of his award, or $20,000.$40,000, with the signing of Speedway services agreement and implementation of new functionality for customers in GFN in the U.S.

(iv)	10% of his target award, or $20,000, could be earned if we achieved growth targets through a new contractual partnership relationship in 2015. Mr. Netto did not attain this award.

(v)	20% of his target award, or $40,000, could be earned if we achieved the successful acquisition of a specified target company, with direct leadership required by Mr. Netto. Mr. Netto did not attain this award.

The annual incentive award amounts earned by each named executive officer under our cash incentive program are included in the Non-Equity Incentive Plan Compensation column in the Summary Compensation Table for 2015.

2016.

20152016 Discretionary bonuses and guaranteed bonus.The compensation committee did not award anyawarded additional discretionary bonuses to certain of our named executive officers for 2015, other than2016 for strong performance outside of predetermined performance targets, as guaranteed as part of offers of employment.follows:

Mr. NettoFreund was guaranteedawarded a $200,000 (R$654,427) bonus based on the terms of his offer letter dated July 29, 2014. Mr. Netto achieved certain of his performance criteria during 2015 under the cash incentive plan described above, which offset a portion of this guaranteed payment. Mr. Netto is eligible to receive an additional annual guaranteeddiscretionary bonus of R$100,000 ($30,561 paid in 2015), in lieu$56,875.

Mr. House was awarded a discretionary bonus of his participation in traditional Brazilian employee benefits, such as Christmas bonuses, vacation bonuses and pension contributions.

Mr. Secord was eligible to receive a $75,000 bonus based on the terms of his offer letter dated May 29, 2015. Mr. Secord’s bonus objectives were not set during the year due to mid-year hiring and thus, in accordance with his offer letter, he was eligible to receive and was paid $75,000, which represents his annual bonus target of $150,000, or 50% of his annual salary, prorated for the period during 2015 during which he was employed by the Company.

$70,000.

The discretionary and guaranteed bonus amounts for 20152016 are included in the Bonus column in the Summary Compensation Table.

20162017 Annual cash incentive program.The compensation committee has approved a 20162017 annual cash incentive program that is materially consistent with our 20152016 program. Each executive officer will have the opportunity to earn a target award based on Company-wide targets and/or individual targets. In March 2016,February 2017, the compensation committee approved the 20162017 annual cash incentive program based upon the recommendations of our chief executive officer.

Long-term equity incentive awards

The goal of our long-term, equity-based incentive awards is to motivate long-term performance and align the interests of our executive officers with the interests of our stockholders. Most of our equity awards require

achievement of performance goals for the awards to vest. For other awards, because vesting is based on continued employment, our equity-based incentives also encourage the retention of our executive officers through the vesting period of the awards. We believe that stock options are an effective tool for meeting our compensation goals because executives are able to profit from stock options only if our stock price increases relative to the stock

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option’s exercise price. In addition, we believe that performance-based restricted stock and stock awards are effective tools for meeting our compensation goals because the conditions to vesting motivate the achievement of performance goals and the value of the grants will increase as the value of our stock price increases.

We have not historically provided equity awards (in the form of stock options or performance-based restricted stock) to our executives on an annual basis. The compensation committee has established an annual program to award performance-based restricted stock to executive officers based on Company-wide performance (e.g. EPS), which was again renewed for 2016.

2017.

We typically use equity awards to compensate our executives in the form of (1) initial grants in connection with the commencement of employment and additional “refresher” grants when an executive has vested in his or her existing grants and (2) grants designed to encourage specific performance goals. To date there has been no set program for the award of refresher grants, and our compensation committee retains discretion to make equity awards at any time, including in connection with the promotion of an executive, to reward an executive, for retention purposes or for other circumstances. Our compensation committee has established a pool of shares available for equity awards. All awards are subject to the availability of shares from this pool.

In determining the size of the long-term equity incentives to be awarded to our executives, we take into account a number of internal factors, such as the relative job scope, the value of existing long-term incentive awards, individual performance history, prior contributions to the Company, the size of prior grants, arm’s-length negotiation at the time of an executive’s hiring and availability of shares in our pool. Our chief executive officer makes equity award grant recommendations for each executive, considering the recommendations of our compensation consultant, including our named executive officers (other than himself). Grant recommendations are presented to the compensation committee for its review and approval.

Prior to our initial public offering, we granted options and performance-based restricted stock to our employees, including executive officers, under the FleetCor Technologies, Inc. Amended and Restated Stock Incentive Plan, which we refer to as our “2002 Plan.” Since our initial public offering, we have granted time-based stock options, performance-based stock options, time-based restricted stock, market-based restricted stock and performance-based restricted stock to our employees, including our executive officers, under the FleetCor Technologies, Inc. 2010 Equity Compensation Plan, which we refer to as our “2010 Plan.”

The compensation committee may, at any time and from time to time, amend, modify or terminate any outstanding award. Award modifications may be made in order to realign the performance objectives of the award with the current goals of the company and role of the participant in the Company. Award modifications are revalued at the date of modification in accordance with applicable accounting guidance.

20152016 Equity awards.During 2015,2016, we granted the following equity awards to our named executive officers:officers (excluding award modifications):

Name		Performance-based restricted stock				Performance- based stock options				Time-based stock options
Ronald F. Clarke			50,000				—				—
Eric R. Dey			1,270				—				44,000
Andrew R. Blazye			1,270				—				44,000
Armando Netto			1,270				—				—
Gregory Secord			5,530				—				44,000

Name	Performance-based restricted stock		Time-based stock options
Ronald F. Clarke	50,000		425,000
Eric R. Dey	1,460		44,000
John S. Coughlin	1,460		64,250
Charles Freund	1,460		44,000
Todd W. House	1,460		44,000

Performance-based restricted stock grants.Certain of our performance-based restricted stock grants contain individual or business unit performance conditions. Such shares typically do not vest until these performance conditions have been satisfied. For 2015,2016, approximately 85%80% of stretch targets related to performance-based restricted stock grants were attained. The excess earning of these performance based restricted stock awards over the target is indicative of the performance of the Company during the same period.

We also provide performance-based restricted stock grants based on Company-wide performance conditions. The compensation committee approved an annual program for granting of performance-based restricted stock grants based on the Company achieving adjusted earnings per share “EPS” targets. This program awarded each executive officer annual grants tied to Company-wide goals and helps align their interests and compensation with those of our stockholders. We refer to these awards as EPS grants. The Company has historically attained its performance goals and thus these EPS grants have historically vested at 100%. The EPS grants award program was reviewed in 2016 and approved by the compensation committee for continuance in 2016.

2017.

Performance-based stock option grants.We also may provide performance-based stock option grants based on Company-wide performance conditions. The compensation committee approved a December 2014 stock option grant to our CEO based on the Company achieving adjusted earnings per share targets in 2015. The criteria under which the performance related to this award is achieved was clarified by the compensation committee in July 2015, resulting in a modification to the award in accordance with accounting guidance in ASC 718. This award is tied to Company-wide goals and helps to align our CEO’s interests and compensation with those of our stockholders. This award wasThese awards are typically designed as a stretch target awardawards at the time of grant. The exercise price of each stock option grant is the fair market value of our common stock on the grant date (closing stock price) and typically vests over a

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period of three years and are attainable only with continued employment through the EPS target approved by the committee set at a higher level than the EPS restricted share grants award program in which our other executives participate, such thatvesting period, as well as successful achievement of thisthe related performance goal is significantly more challenging for the CEO.

criteria.

Time-based stock option grants.The exercise price of each stock option grant is the fair market value of our common stock on the grant date (closing stock price). Stock option awards to our named executive officers typically vest ratably over a period of fourtwo to sixfour years and are attainable only with continued employment through the vesting period. We believe our vesting schedules generally encourage long-term employment with the Company while allowing our executives to realize compensation only when they create value for our stockholders.

2016 change to neutral macro-economic environment methodology.In 2016, the compensation committee conducted an assessment of the impact of the macro-economic environment on the evaluation of executive performance and equity goal achievement. After several years of relatively steady diesel prices and foreign exchange rates, recent volatility in macro-economic factors made it difficult to measure executive performance in 2015 and 2016 in a manner consistent with the Company’s historic practices. As shown in the graphs below, diesel fuel prices remained relatively steady in 2012 through 2014 but took a sharp turn downward in 2015 and 2016. Similarly, exchange rates were relatively steady in 2012 through 2014 but also took an unfavorable turn in 2015 and 2016. As a result, the compensation committee shifted its methodology in 2016 to evaluate equity target achievement based on a steady macro-economic environment - i.e., holding fuel prices and foreign exchange rates steady to be consistent with 2014. This resulted in a modification to some awards in accordance with accounting guidance in ASC 718.

U.S. Diesel Retail Prices (source: U.S. Energy Information Administration)Euro v. USD Exchange Rates (source: Forex)