World Fuel Services Corporation filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Regulation FD Disclosure, Financial Statements and Exhibits
$INT
Oil Refining/Marketing
Energy
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): June 15, 2023
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||
| (Address of principal executive offices) | (Zip Code) | |||||||||||||
Registrant’s telephone number, including area code: (305 ) 428-8000
(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:
Securities registered pursuant to Section 12(b) of the Act:
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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 5.03. Amendments to Articles of Incorporation or Bylaws
On June 15, 2023, World Fuel Services Corporation (the "Company") held its 2023 Annual Meeting of Shareholders (the "2023 Annual Meeting"). At the 2023 Annual Meeting, the Company’s shareholders voted in favor of an amendment to the Company’s Articles of Incorporation, as amended (the "Name Change Amendment") changing the Company’s name to World Kinect Corporation (the "Name Change"). The Name Change Amendment was filed with the Secretary of State of the State of Florida, and was effective on June 15, 2023. Effective at the open of market trading on June 16, 2023, the Company’s common stock began trading on the New York Stock Exchange under its new name, World Kinect Corporation, as well as the Company’s new ticker symbol, "WKC."
Item 5.07. Submission of Matters to a Vote of Security Holders
The matters voted upon at the Company’s 2023 Annual Meeting and the results of the votes were as follows:
Proposal 1: Amendment to the Company’s Articles of Incorporation
As described above, the shareholders approved the Name Change Amendment.
Votes For | Votes Against | Abstentions | ||||||
57,416,326 | 170,888 | 18,649 | ||||||
Proposal 2: Election of Directors
The shareholders elected each of the Company’s nominees for director for a term expiring on the date of the 2024 Annual Meeting of Shareholders or until their successors are duly elected and qualified.
Nominee | Votes For | Votes Withheld | Broker Non-Votes | ||||||||
Michael J. Kasbar | 51,765,076 | 3,089,760 | 2,751,027 | ||||||||
Ken Bakshi | 44,959,688 | 9,895,148 | 2,751,027 | ||||||||
Jorge L. Benitez | 52,776,729 | 2,078,107 | 2,751,027 | ||||||||
Sharda Cherwoo | 53,731,511 | 1,123,325 | 2,751,027 | ||||||||
Richard A. Kassar | 33,336,373 | 21,518,463 | 2,751,027 | ||||||||
John L. Manley | 52,469,455 | 2,385,381 | 2,751,027 | ||||||||
Stephen K. Roddenberry | 34,394,619 | 20,460,217 | 2,751,027 | ||||||||
Jill B. Smart | 52,041,068 | 2,813,768 | 2,751,027 | ||||||||
Paul H. Stebbins | 52,601,620 | 2,253,216 | 2,751,027 | ||||||||
Proposal 3: Non-Binding, Advisory Vote on Executive Compensation
The shareholders approved, by a non-binding, advisory vote, the compensation of the Company’s named executive officers.
Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||
27,044,346 | 26,945,124 | 865,366 | 2,751,027 | ||||||||
Proposal 4: Non-Binding, Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation
The shareholders voted in favor of a frequency of every one year for future advisory votes to approve the compensation of the Company’s named executive officers.
One Year | Two Years | Three Years | Abstentions | ||||||||
49,035,142 | 14,344 | 5,740,903 | 64,447 | ||||||||
Based upon the voting results of the advisory proposal on the frequency of future advisory votes on executive compensation set forth in Proposal 4 above, the Company’s Board of Directors has determined that future advisory votes on executive compensation will be submitted to shareholders on an annual basis until the next required vote on the frequency of such votes.
Proposal 5—Ratification of Appointment of Independent Registered Certified Public Accounting Firm
The shareholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the 2023 fiscal year.
Votes For | Votes Against | Abstentions | ||||||
55,869,258 | 1,686,348 | 50,257 | ||||||
Item 7.01. Regulation FD Disclosure
On June 15, 2023, the Company's Board of Directors declared a quarterly cash dividend of $0.14 per share, which is payable on July 10, 2023 to shareholders of record on June 26, 2023.
This information and the information contained in Exhibit 99.1 shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as may be expressly set forth by specific reference in any such filing.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. | Description | ||||
| 104 | Cover Page Interactive Data File, formatted in 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, thereunto duly authorized.
| Date: June 20, 2023 | World Fuel Services Corporation | |||||||
/s/ Amy Quintana Avalos | ||||||||
Amy Quintana Avalos | ||||||||
| Senior Vice President, Chief Corporate Counsel, Chief Sustainability Business Officer and Corporate Secretary | ||||||||