FleetCor Technologies, Inc. (Form: 8-K)  

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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):   May 24, 2011

FleetCor Technologies, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)

     
Delaware 001-35004 72-1074903
_____________________
(State or other jurisdiction 		_____________
(Commission 		______________
(I.R.S. Employer
of incorporation) File Number) Identification No.)
      
655 Engineering Drive, Suite 300, Norcross, Georgia   30092-2830
_________________________________
(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))

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Item 5.07 Submission of Matters to a Vote of Security Holders.

On May 24, 2011, FleetCor Technologies, Inc. held its annual meeting of stockholders. Proxies for the meeting were solicited pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended. The following matters were submitted to a vote of the stockholders.

Proposal 1 — votes regarding the election of three Class I Directors for a term expiring in 2014 were as follows:

                         
Name   For   Withheld   Broker Non-Votes
John R. Carroll
     62,205,233       800,591       226,842  
Mark A. Johnson
     62,756,906       248,922       226,842  
Steven T. Stull
     62,622,371       383,453       226,842  

Proposal 2 — votes on a proposal to ratify the appointment of Ernst & Young LLP as FleetCor’s independent auditor for the fiscal year ending December 31, 2011 were as follows:

                 
For   Against   Abstentions
63,160,547
    71,894       225  

Proposal 3 — the advisory votes on executive compensation, often referred to as “say on pay,” were as follows:

                         
For   Against   Abstentions   Broker Non-Votes
59,884,168
    3,024,686       96,970       226,842  

Proposal 4 — the advisory votes on the frequency of future advisory votes on executive compensation, often referred to as “say when on pay,” were as follows:

                                 
One year   Two years   Three years   Abstentions   Broker Non-Votes
15,123,062
    223,331       47,405,546       253,885       226,842  

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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.

         
    FleetCor Technologies, Inc.
          
May 25, 2011   By:   /s/ Sean Bowen
       
        Name: Sean Bowen
        Title: General Counsel