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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