Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 27, 2023, FLEETCOR Technologies, Inc. (the "Company" or "FLEETCOR")
announced the appointment of Annabelle Bexiga to its Board of Directors and the
retirement of Mark Johnson. These changes are effective immediately.
Ms. Bexiga brings an accomplished career in technology to the FLEETCOR Board,
having served most recently as the Chief Information Officer at AIG,
multinational finance and insurance corporation, from 2015 to 2017 and TIAA, a
Fortune 100 financial services organization, from 2010 to 2015, and various
leadership positions at Bain Capital, a private investment firm, from 2008 to
2010 and JP Morgan, a multinational financial service company, from 2002 to
2006. She also serves on a number of private and public Boards, including Triton
International Limited, StoneX Group Inc., DWS Group GmbH & Co. KGaA, and
Quantexa Ltd., a private, advanced-analytics technology company. Ms. Bexiga will
join FLEETCOR's Information Technology and Security Committee.
Mr. Johnson is retiring from the FLEETCOR Board after 19 years of service.
Ms. Bexiga 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 Ms. Bexiga or any of her immediate family members and the Company that
would require disclosure under Item 404(a) of Regulation S-K in connection with
her appointment as a director of the Company. The Board has affirmatively
determined that Ms. Bexiga qualifies as an independent director as defined by
the listing standards of the New York Stock Exchange and the Company's corporate
governance guidelines.
In connection with her service on the Board, Ms. Bexiga will be entitled to the
Company's customary non-employee director compensation package, commencing in
January 2023. The Company has also entered into an indemnification agreement on
the Company's standard form with Ms. Bexiga.
A copy of the press release issued by the Company on January 27, 2023 regarding
Ms. Bexiga's appointment and Mr. Johnson's retirement 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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