On March 15, 2023, FLEETCOR Technologies, Inc. entered into a Cooperation Agreement with D.E. Shaw Oculus Portfolios, L.L.C. and D.E. Shaw Valence Portfolios, L.L.C. regarding the election of members to the Company's Board of Directors and certain other matters. Pursuant to the Cooperation Agreement, the Company agreed, among other things, to (1) appoint Rahul Gupta to the Board as an independent director with a term expiring at the Company's 2023 annual meeting of shareholders and nominate for election, and recommend that shareholders vote to elect Mr. Gupta, as director at the 2023 Annual Meeting for a term expiring at the Company's 2024 annual meeting of shareholders. In connection with his service on the Board, Mr. Gupta will be entitled to the Company's customary non-employee director compensation package, commencing in April 2023.

The Company has also entered into an indemnification agreement on the Company's standard form with Mr. Gupta.