Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 16, 2020, the Board of Directors (the "Board") of FLEETCOR
Technologies, Inc. (the "Company" or "FLEETCOR"), upon the recommendation of the
Nomination and Governance Committee, voted to increase the size of the Board
from nine to ten directors and appointed Archie L. Jones as a director to fill
the vacancy. Mr. Jones will also serve on the Acquisition Committee and newly
formed Nomination and Governance Committee. Mr. Jones's term will expire at the
Company's 2021 annual meeting of shareholders.
Mr. Jones, 49, has served as a managing director at Six Pillars Partners, a
private equity firm since September 2019. Mr. Jones formerly served as the chief
financial officer for NOWaccount Network Corporation from 2014 to 2019. Since
2016, he has also served on the board of directors at 1st Choice Credit Union
and recently joined the board of directors at Jobvite. Mr. Jones also serves as
a senior lecturer at Harvard Business School and is involved in a number of
non-profit organizations, including as the chairman of the board for Project
Evident and as the vice chair of the board for Year Up. At the time of his
appointment, the Board considered Mr. Jones's more than 20 years of experience
as a leader in corporate M&A transactions and his expertise in executing other
complex transactions including strategic alliances and joint ventures, his
community ties, and his experiences serving on several large non-profit boards.
Mr. Jones was not elected pursuant to any arrangement or understanding with the
Company or any other person, and there are no actual or proposed transactions
between Mr. Jones or any of his immediate family members and the Company that
would require disclosure under Item 404(a) of Regulation S-K in connection with
his appointment as a director of the Company. The Board has affirmatively
determined that Mr. Jones qualifies as an independent director as defined by the
listing standards of the New York Stock Exchange and the Company's corporate
In connection with his service on the Board, Mr. Jones will be entitled to the
Company's customary non-employee director compensation package, commencing in
January 2021. The Company also expects to enter into an indemnification
agreement on the Company's standard form with Mr. Jones.
A copy of the press release issued by the Company on November 16, 2020 regarding
the Mr. Jones's appointment is filed as Exhibit 99.1 to this Current Report on
Form 8-K and is incorporated by reference into this Item 5.02.
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