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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