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FleetCor shareholders submit proposals to change director election rules

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FleetCor shareholders submit proposals to change director election rules

FleetCor TechnologiesInc. investors have made three shareholder proposals to be consideredat the company's upcoming annual meeting.

Two proposals were submitted by the Comptroller of the City ofNew York, while the California StateTeachers' Retirement System issued the third, according to a definitiveproxy statement filed April 26.

The first would allow shareholders to nominate directors forelection to FleetCor's board who would appear in proxy materials prepared for shareholdermeetings. The number of shareholder-nominated candidates appearing in proxy materialswould not exceed one-quarter of the directors then serving. A nominating shareholderor group must have beneficially owned 3% or more of FleetCor's outstanding commonshares continuously for at least three years before submitting the nomination, amongother requirements.

The FleetCor board explicitly opposed the proposal, calling itunnecessary and not in the best interests of stockholders. The board stated thatbecause the company has demonstrated strong long-term performance, the proposalillustrated potential misuse of proxy access by special interest groups or othershareholders focused on personal, political or other issues that are not compatiblewith the interests of the company and its shareholders.

"Stockholders already have an effective voice in directorelections, and no stockholder has endeavored to use our existing process to proposecandidates for nomination," the board indicated as one of its reasons for opposingthe proposal.

The Comptroller of the City of New York said that in 2015, asimilar proposal received 46.90% of votes cast at that year's annual meeting.

The comptroller's second proposal requests that the board reportto shareholders by September on plans to increase gender and racial diversity onthe board. The shareholder noted that FleetCor has no female directors and no femalenamed executive officers.

The proposal put forth by CalSTRS would require director nomineesto be elected by the affirmative vote of the majority of votes cast at an annualmeeting of stockholders, with a plurality vote standard retained for contested directorelections.

Shareholders of record as of the close of business April 14 areentitled to vote at the June 8 annual meeting.