Item 5.02 Departure of Directors or Certain Officers? Election of Directors? Appointment of Certain Officers? Compensatory Arrangements of Certain Officers.

On September 30, 2021, the Compensation Committee of the Board of Directors (the "Board") of FLEETCOR Technologies, Inc. ("FLEETCOR" or the "Company") approved a performance-based stock option award (the "Award") to Mr. Ronald F. Clarke, Chief Executive Officer of FLEETCOR. The Award will be earned based on FLEETCOR stock price appreciation performance and certain employment or service conditions. The Award is intended to further align Mr. Clarke's compensation interests with the Company stock price performance interests of the Company's shareholders, and to help retain Mr. Clarke's service during the period of time covered by the Award. In addition to not receiving any long-term equity grant in 2020, Mr. Clarke has agreed not to receive any additional long-term equity grants in 2021, 2022 and 2023.

The Award covers 850,000 shares of the Company's common stock at an exercise price of $261.27 per share. Tranches for 550,000 shares and 300,000 shares will vest based on achieving 10-consecutive-trading-day closing stock price hurdles of $350 and $400 per share, respectively, plus service-based ratable vesting by tranche in six-month increments for eighteen months after the date of grant. The Award will expire after December 31, 2024 (a 3.25-year term). As detailed in the final Award documentation, the Award is generally subject to accelerated vesting based on stock price hurdle achievement and/or shortened exercise periods in certain termination or change in control circumstances.

In considering and approving Mr. Clarke's Award, with the assistance of its advisors, the Compensation Committee considered the best interests of FLEETCOR shareholders and a desire to retain Mr. Clarke due to, among other considerations, his history of operational excellence, development of a strong management team, and ability to lead the Company's continued strategic development, transformation and expansion.

The foregoing description is qualified in its entirety by reference to the final Award documentation.

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