Corpay Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
$CPAY
Business Services
Consumer Discretionary
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
________________________________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): June 11, 2025
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________________________________________________________
(Exact name of registrant as specified in its charter)
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| (State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||
| (Address of principal executive offices) | (Zip Code) | |||||||||||||
Registrant’s telephone number, including area code: (770 ) 449-0479
Not Applicable
Former name or former address, if changed since last report
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbols(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 11, 2025, the Company held its Annual Meeting. Proxies for the Annual Meeting were solicited pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended. A total of 66,599,479 shares were represented at the Annual Meeting. The following matters were submitted to a vote of the shareholders.
I. Elect eleven directors nominated by the Board for a one-year term:
NOMINEES:
Steven T. Stull
FOR: 50,644,102
AGAINST: 11,197,343
ABSTAIN: 54,675
BROKER NON-VOTES: 4,703,359
Annabelle Bexiga
FOR: 59,840,806
AGAINST: 2,035,332
ABSTAIN: 19,982
BROKER NON-VOTES: 4,703,359
Ronald F. Clarke
FOR: 57,991,295
AGAINST: 3,884,151
ABSTAIN: 20,674
BROKER NON-VOTES: 4,703,359
Joseph W. Farrelly
FOR: 45,974,776
AGAINST: 15,900,505
ABSTAIN: 20,839
BROKER NON-VOTES: 4,703,359
Rahul Gupta
FOR: 59,511,568
AGAINST: 2,301,495
ABSTAIN: 83,057
BROKER NON-VOTES: 4,703,359
Thomas M. Hagerty
FOR: 59,377,102
AGAINST: 2,498,279
ABSTAIN: 20,739
BROKER NON-VOTES: 4,703,359
Archie L. Jones, Jr.
FOR: 57,201,275
AGAINST: 4,612,841
ABSTAIN: 82,004
BROKER NON-VOTES: 4,703,359
Richard Macchia
FOR: 55,419,856
AGAINST: 6,456,250
ABSTAIN: 20,014
BROKER NON-VOTES: 4,703,359
Hala G. Moddelmog
FOR: 51,866,134
AGAINST: 9,925,590
ABSTAIN: 104,396
BROKER NON-VOTES: 4,703,359
Jeffrey S. Sloan
FOR: 61,427,696
AGAINST: 446,781
ABSTAIN: 21,643
BROKER NON-VOTES: 4,703,359
Gerald Throop
FOR: 57,991,209
AGAINST: 3,884,197
ABSTAIN: 20,714
BROKER NON-VOTES: 4,703,359
II. Ratify the reappointment of Ernst & Young LLP as Corpay’s independent public accounting firm for 2025:
FOR: 62,678,435
AGAINST: 3,907,020
ABSTAIN: 14,024
BROKER NON-VOTES: N/A
III. Advisory vote to approve named executive officer compensation:
FOR: 33,094,144
AGAINST: 28,768,721
ABSTAIN: 33,255
BROKER NON-VOTES: 4,703,359
IV. Shareholder proposal regarding an independent Board chair requirement:
FOR: 24,063,837
AGAINST: 37,810,281
ABSTAIN: 22,002
BROKER NON-VOTES: 4,703,359
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits | ||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL) | ||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Corpay, Inc. | ||||||||||||||||||||
| June 16, 2025 | By: /s/ Alissa Vickery | |||||||||||||||||||
| Alissa Vickery | ||||||||||||||||||||
| Chief Financial Officer | ||||||||||||||||||||
Exhibit Index
| Exhibit No. | Description | |||||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL). | |||||||