Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

As described below, on June 9, 2022, the shareholders of FLEETCOR Technologies, Inc. ("FLEETCOR" or the "Company") approved at the 2022 annual meeting of the Company (the "Annual Meeting") the amendment of both (i) the Company's Amended and Restated Certificate of Incorporation filed with the Secretary of State of the State of Delaware on December 20, 2010, as amended by Certificates of Amendment filed with the Secretary of State of the State of Delaware on June 7, 2018 and on June 14, 2019 (the "Charter") and (ii) the Company's Amended and Restated Bylaws, dated as of October 28, 2020 (the "Bylaws"). Effective June 9, 2022 and as approved by the Company's shareholders, each of the Charter and the Bylaws were amended to establish a shareholder right to vote by written consent.

The foregoing description of the amendments to the Charter and the Bylaws does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Certificate of Amendment and the Amended & Restated Bylaws, which are attached hereto as Exhibits 3.1 and 3.2 and are incorporated by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On June 9, 2022, the Company held its Annual Meeting. Proxies for the Annual Meeting were solicited pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended. A total of 70,710,919 shares were represented at the Annual Meeting. The following matters were submitted to a vote of the shareholders.

I. Elect ten directors nominated by the Board for a one-year term:



NOMINEES

Steven T. Stull
FOR: 50,675,846
AGAINST: 15,680,560
ABSTAIN: 99,990
BROKER NON-VOTES: 4,254,523

Michael Buckman
FOR: 65,860,031
AGAINST: 573,041
ABSTAIN: 23,324
BROKER NON-VOTES: 4,254,523

Thomas M. Hagerty
FOR: 41,713,297
AGAINST: 24,719,761
ABSTAIN: 23,338
BROKER NON-VOTES: 4,254,523

Mark A. Johnson
FOR: 63,830,627
AGAINST: 2,602,462
ABSTAIN: 23,307
BROKER NON-VOTES: 4,254,523

Archie L. Jones, Jr.
FOR: 62,228,174
AGAINST: 4,204,915
ABSTAIN: 23,307
BROKER NON-VOTES: 4,254,523

Hala G. Moddelmog
FOR: 52,875,591
AGAINST: 13,480,401
ABSTAIN: 100,404
BROKER NON-VOTES: 4,254,523

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Jeffrey S. Sloan
FOR: 65,871,479
AGAINST: 561,273
ABSTAIN: 23,644
BROKER NON-VOTES: 4,254,523

Ronald F. Clarke
FOR: 62,073,922
AGAINST: 3,385,593
ABSTAIN: 996,881
BROKER NON-VOTES: 4,254,523

Joseph W. Farrelly
FOR: 59,279,075
AGAINST: 7,153,817
ABSTAIN: 23,504
BROKER NON-VOTES: 4,254,523

Richard Macchia
FOR: 65,125,987
AGAINST: 1,307,090
ABSTAIN: 23,319
BROKER NON-VOTES: 4,254,523

II. Ratify the reappointment of Ernst & Young LLP as FLEETCOR's independent public accounting firm for 2022:



FOR: 69,510,936
AGAINST: 1,188,661
ABSTAIN: 11,322
BROKER NON-VOTES: N/A

III. Advisory vote to approve named executive officer compensation:



FOR: 23,665,169
AGAINST: 42,773,017
ABSTAIN: 18,210
BROKER NON-VOTES: 4,254,523

IV. Approve the FLEETCOR Technologies, Inc. Amended and Restated 210 Equity
Compensation Plan:

FOR: 61,590,109
AGAINST: 4,848,344
ABSTAIN: 17,943
BROKER NON-VOTES: 4,254,523

V. Approve an amendment to the Charter and the Bylaws to adopt a shareholder right to vote by written consent:



FOR: 66,231,977
AGAINST: 199,571
ABSTAIN: 24,848
BROKER NON-VOTES: 4,254,523

VI. Shareholder proposal to modify the shareholder right to call a special
shareholder meeting:

FOR: 26,109,662
AGAINST: 40,234,562
ABSTAIN: 112,172
BROKER NON-VOTES: 4,254,523

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Item 9.01 Financial Statements and Exhibits.



(d) Exhibits
   Exhibit No.           Description

                         Certificate of Amendment to the Amended and Restated Certificate of
       3.1               Incorporation of FleetCor Technologies, Inc., filed with the Secretary of
                         State of the State of Delaware on June 9, 2022.
       3.2               FleetCor Technologies, Inc. Amended and Restated Bylaws, adopted June 9,
                         2022.
       104               Cover Page Interactive Data File (formatted as Inline XBRL).

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