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1.	To elect three Class II directors as described in this Proxy Statement.

2.	To ratify the selection of Ernst & Young LLP as the Company's independent registered public accounting firm for fiscal year 2018.

3.	To approve, on an advisory basis, the compensation of the Company's named executive officers.

4.	To amend the Company’s Amended and Restated Certificate of Incorporation (the “Charter”) to eliminate the supermajority voting provisions in the Charter.

5.	To vote on a stockholder proposal to declassify the Company's Board of Directors, if properly presented at the Annual Meeting.

6.	To transact such other business as may properly come before the Annual Meeting.

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•	Mark A. Johnson

•	Hala G. Moddelmog

•	Jeffrey S. Sloan

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1.	If approved, the Company will amend and restate Article SIXTH, Section 8, of the Charter as follows:

2.	If approved, the Company will amend and restate Article TENTH of the Charter as follows:

3.	If approved, the Company will amend and restate Article TWELFTH of the Charter as follows:

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1.

Long-Term Focus / Continuity. The Board believes that a classified board encourages directors to look to the long-term best interests of the Company and its stockholders by strengthening the independence of non-employee directors against the short-term focus of some investors and special interests. Annual election of all directors can in some cases lead to a short-term focus, which can discourage long-term investments and initiatives, and requires a period of training and learning about the Company’s business and competitive environment before new board members get up to date. In addition, a classified board allows for a stable and continuous board, providing institutional perspective and knowledge both to management and other directors. By its very nature, a classified board ensures that at any given time there will be experienced directors serving on our Board who are fully immersed in and knowledgeable about our business, including our relationships with our current and potential strategic partners, as well as the competition, opportunities, risks and challenges that exist in our industry.

2.

Stockholder Value. Recent research concludes that a classified board structure increases stockholder value, that declassification decreases stockholder value, and that earlier studies suggesting otherwise are based on older statistical techniques that fail to account for “clustered standard errors” by using “cluster-robust standard errors” techniques. Thus, “[a]dopting a staggered board (‘staggering up’) is associated with a statistically and economically significant increase in firm value, while decisions to destagger a board (‘staggering down’) are associated with a corresponding reduction in firm value.” Cremers & Sepe, The Shareholder Value of Empowered Boards, 68 STAN. L.REV. 67, 72 (2016). The results of earlier studies “suggesting that firms with a staggered board have firm values that are 2.4% lower than the average … becomes statistically insignificant (a t-statistic of -1.17) when we use robust standard errors clustered at the firm level - a standard technique in today’s empirical studies, but less frequent a decade ago.” Id. at 102. Other recent studies confirm these results. Ge, Tanlu & Zhang, What Are the Consequences of Board Destaggering?, pg. 24 (March 29, 2016) (“firm value decreases after the destaggering decision”); Cremers, Litov & Sepe, Staggered Boards and Firm Value, Revisited, pg. 4 (September, 2015) (“the valuation of firms that stagger up (down) increases (decreases) by 2.9% (t-statistic of 2.00) after two years and 4.7% (t-statistic of 2.65) after three years”). This latter study notes that “‘one-size-fits-all’ policies that unambiguously favor the repeal of staggered boards - the current policy of major institutional investors such as American Funds, Blackrock, CalPERS, Fidelity, TIAA-CREF, and Vanguard, as well as the two most prominent proxy advisors, ISS and Glass Lewis (Cohen and Wang, 2013) - do not reflect the findings of a large body of literature (including this paper) that shows that the relation between board features and firm value is nuanced and heterogeneous, with structural differences in how firms function (Adams et al., 2010). To this respect, our results highlight, in particular, the importance of investments in R&D (Eberhart et al., 2004; Bushee, 1998), strategic alliances (Bodnaruk et al., 2013), employees (Edmans, 2011), and large customers and suppliers (Johnson et al., 2014).” Id. at 6.

3.

Increased Value In The Event Of An Acquisition. A classified board can reduce vulnerability to potential abusive takeover tactics by encouraging persons seeking control of the Company to negotiate with the Board, thereby better positioning the Board to negotiate effectively on behalf of all stockholders. Because less than a majority of directors stand for election at each annual meeting under a classified board structure, a hostile bidder could not simply replace a majority of the Board at a single annual meeting with directors aligned with the hostile bidder’s own interests, thereby gaining control of the Company without paying a fair market price to all stockholders. Studies indicate that “target shareholders of firms with classified boards receive a larger proportional share of the total value gains to mergers relative to the gains to target shareholders of firms with a single class of directors. Overall, the evidence is inconsistent with the view that board classification is associated with managerial entrenchment and instead suggests that classification improves the relative bargaining power of target managers on behalf of their constituent shareholders.” Bates, Becher & Lemmon, Board Classification and Managerial Entrenchment; Evidence from the Market for Corporate Control, HKUST Business School Research Paper No. 07-05 (September 2007).

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•	the class I directors are Messrs. Buckman, Hagerty and Stull;

•	the class II directors are Messrs. Johnson and Sloan and Ms. Moddelmog; and

•	the class III directors are Messrs. Clarke, Farrelly and Macchia.

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•	appointing, compensating, retaining, evaluating, terminating and overseeing our independent registered public accounting firm;

•	discussing with our independent registered public accounting firm their independence from management;

•	reviewing with our independent registered public accounting firm the scope and results of their audit;

•	approving all audit and permissible non-audit services to be performed by our independent registered public accounting firm;

•	overseeing the financial reporting process and discussing with management and our independent registered public accounting firm the interim and annual financial statements that we file with the Securities and Exchange Commission;

•	reviewing and monitoring our accounting principles, accounting policies, financial and accounting controls and compliance with legal and regulatory requirements;

•	establishing procedures for the confidential, anonymous submission of concerns regarding questionable accounting, internal controls, or auditing matters; and

•	reviewing and approving related person transactions.

•	annually reviewing and approving our goals and objectives for executive compensation;

•	annually reviewing and approving for the chief executive officer and other executive officers (1) the annual base salary level, (2) the annual cash incentive opportunity level, (3) the long-term incentive opportunity level, and (4) any supplemental benefits or perquisites;

•	reviewing and approving employment agreements, severance arrangements and change of control agreements for the chief executive officer and other executive officers, as appropriate;

•	making recommendations and reports to the Board of Directors concerning matters of executive compensation;

•	administering our executive incentive plans;

•	reviewing compensation plans, programs and policies;

•	developing and recommending criteria for selecting new directors;

•	screening and recommending to the Board of Directors individuals qualified to become executive officers; and

•	handling such other matters that are specifically delegated to the compensation committee by the Board of Directors from time to time.

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(1)

During 2017, the compensation committee granted Messrs. Buckman, Farrelly, Hagerty, Johnson, Macchia, Sloan and Stull each 1,667 shares of restricted stock for their service on the Board of Directors during 2017, which vested on January 1, 2018. Ms. Moddelmog joined the Board after half of the scheduled meetings for 2017 had been conducted and was awarded 834 shares of restricted stock for 2017. The value for stock awards in this column represents the grant date fair value for the stock award granted in 2017, computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718.

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•	the highest personal and professional ethics, integrity, values, ability and judgment;

•	understanding our business environment;

•	ability to make independent analytical inquiries and judgments;

•	skills and experience in the context of the needs of the Board;

•	breadth of business and organizational skills, background, experience, and diversity;

•	the number of other public company Boards on which each director serves to consider whether such other board service impairs the director’s service by unduly limiting the director’s attendance, participation or effectiveness; and

•	“independence” as contemplated by applicable legal and regulatory requirements and in accordance with our guidelines and standards.

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•	the method for interested parties to communicate directly with the presiding director or with the independent directors as a group;

•	the identity of any member of our audit committee who also serves on the audit committees of more than three public companies and a determination by our Board that such simultaneous service will not impair the ability of such member to effectively serve on our audit committee; and

•	contributions by us to a tax exempt organization in which any independent director serves as an executive officer if, within the preceding three years, contributions in any single fiscal year exceeded the greater of $1 million or 2% of such tax exempt organization’s consolidated gross revenues.

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*	Less than 1%

(1)	Unless otherwise noted, the business address for the individual is care of FLEETCOR Technologies, Inc., 5445 Triangle Parkway, Peachtree Corners, Georgia, 30092.

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(2)	Unless otherwise noted, includes shares for which the named person has sole voting and investment power or has shared voting and investment power with his spouse. Excludes shares that may be acquired through stock option exercises.

(3)	Includes shares that can be acquired through stock option exercises through April 10, 2018.

(4)	Includes common stock, restricted stock, and shares that can be acquired through stock option exercises through April 10, 2018.

(5)

This information was reported on a Schedule 13G filed by The Vanguard Group with the SEC on February 7, 2018. The Schedule 13G was filed on behalf of: (1) Vanguard Fiduciary Trust Company (“VFTC”), a wholly-owned subsidiary of The Vanguard Group, Inc., which is the beneficial owner of 43,069 shares or 0.05% of the common stock outstanding of the Company as a result of its serving as investment manager of collective trust accounts, and (2) Vanguard Investments Australia, Ltd. (“VIA”), a wholly-owned subsidiary of The Vanguard Group, Inc., which is the beneficial owner of 73,469 shares or 0.08% of the common stock outstanding of the Company as a result of its serving as investment manager of Australian investment offerings.

(6)

This information was reported on a Schedule 13G filed by BlackRock, Inc. with the SEC on January 31, 2018. The Schedule 13G was filed on behalf of the following entities: (1) BlackRock, Inc., (2) BlackRock (Luxembourg) S.A., (3) BlackRock (Netherlands) B.V., (4) BlackRock Advisors (UK) Limited, (5) BlackRock Advisors, LLC, (6) BlackRock Asset Management Canada Limited, (7) BlackRock Asset Management Ireland Limited, (8) BlackRock Asset Management North Asia Limited, (9) BlackRock Asset Management Schweiz AG, (10) BlackRock Capital Management, Inc., (11) BlackRock Financial Management, Inc., (12) BlackRock Fund Advisors, (13) BlackRock Fund Managers Ltd, (14) BlackRock Institutional Trust Company, N.A., (15) BlackRock International Limited, (16) BlackRock Investment Management (Australia) Limited, (17) BlackRock Investment Management (UK) Ltd, (18) BlackRock Investment Management, LLC, (19) BlackRock Japan Co Ltd, and (20) BlackRock Life Limited.

(7)	This information was reported on Schedule 13G filed by Capital Research Global Investors, a division of Capital Research and Management Company ("CRMC") with the SEC on February 7, 2018. The Schedule 13G was filed on behalf of The Growth Fund of America.

(8)

This information was reported on Schedule 13G filed by Wellington Management Group LLP with the SEC on February 14, 2018. The Schedule 13G was filed on behalf of the following entities: Wellington Group Holdings LLP, Wellington Investment Advisors LLP, Wellington Management Global Holdings, Ltd. and one or more of the following investment advisers (the "Wellington Investment Advisers"): Wellington Management Company LLP, Wellington Management Canada LLC, Wellington Management Singapore Pte Ltd, Wellington Management Hong Kong Ltd, Wellington Management International Ltd, Wellington Management Japan Pte Ltd and Wellington Management Australia Pty Ltd. The securities as to which the Schedule 13G was filed by Wellington Management Group LLP, as parent holding company of certain holding companies and the Wellington Investment Advisers, are owned of record by clients of the Wellington Investment Advisers. Wellington Investment Advisors Holdings LLP controls directly, or indirectly through Wellington Management Global Holdings, Ltd., the Wellington Investment Advisers. Wellington Advisors Holdings LLP is owned by Wellington Group Holdings LLP. Wellington Group Holdings LLP is owned by Wellington Management Group LLP.

(9)	This information was reported on Schedule 13G filed by Brown Brothers Harriman & Company ("Brown Brothers") with the SEC on October 19, 2017.

(10)	Includes 430,666 shares of common stock, vested options of 3,466,665, options of 50,000 vesting within 60 days and 100,000 shares of restricted stock subject to vesting requirements.

(11)	Includes 10,017 shares of common stock, vested options of 66,000, options of 22,000 vesting within 60 days and 14,178 shares of restricted stock subject to vesting requirements.

(12)	Includes 22,324 shares of common stock, vested options of 66,000, options of 22,000 vesting within 60 days and 6,170 shares of restricted stock subject to vesting requirements.

(13)	Includes 1,630 shares of common stock, vested options of 167,625 and 24,357 shares of restricted stock subject to vesting requirements.

(14)	Includes 7,500 shares of common stock, vested options of 22,500 and 11,170 shares of restricted stock subject to vesting requirements.

(15)	Includes 4,367 shares of common stock, vested options of 22,000 and options of 22,000 vesting within 60 days.

(16)	Includes 14,991 shares of common stock.

(17)	Includes 8,691 shares of common stock.

(18)	Includes 1,667 shares of common stock.

(19)	Includes 102,491 shares of common stock.

(20)	Includes 11,767 shares of common stock.

(21)	Includes 1,334 shares of common stock.

(22)	Includes 9,991 shares of common stock.

(23)

Represents 6,247 shares of common stock held by Advantage Capital Financial Company, LLC ("Advantage Capital") and related entities and 10,491 shares of common stock held by Mr. Stull. Mr. Stull has shared voting power with respect to such shares of common stock held by Advantage Capital, and as a result, may be deemed to beneficially own such shares. Mr. Stull disclaims ownership of the shares held by the Advantage Capital entities except to the extent of his pecuniary interest therein. Advantage Capital is a private equity fund that invests on behalf of other investors.

(24)	In addition to the officers and directors named in this table, eight other executive officers are members of this group.

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◦	2017 also was a good year for our stockholders, with the Company’s stock price increasing approximately 36% from December 30, 2016 to December 29, 2017.

◦	The Company’s stock price has grown from $27.25 when we went public on December 15, 2010, to $192.43 on December 29, 2017 – an increase of over 606%, and besting the S&P 500 by over 490% and the Russell 2000 by over 500%.

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•	Revenues, net of $2.250 billion, an increase of 23% over 2016.

•	Net income of $740.2 million, an increase of 64% over 2016.

•	Adjusted net income1 of $799 million, an increase of 21% over 2016.

•	Net income per diluted share of $7.91, an increase of 67% over 2016.

•	Adjusted net income per diluted share1 of $8.54, an increase of 23% over 2016.

•	Since our IPO in December of 2010, the Company has grown adjusted net income per diluted share (on a pro forma basis in 2010)1 over the prior year 31%, 38%, 35%, 27%, 22%, 10% and 23% in 2011, 2012, 2013, 2014, 2015, 2016 and 2017, respectively.

•	Exited the fourth quarter of 2017 with over $2.4 billion of run rate revenues, net1, 18% higher than the same time in 2016.

•	Acquired Cambridge Global Payments in August 2017 for $616 million, a leading business to business international payments provider, a significant success that further expands the Company’s corporate payments footprint, as well as two smaller acquisitions and other investments for approximately $144 million.

•	Grew the Company’s stock price from $27.25 on December 15, 2010 to $192.43 on December 29, 2017, an increase of over 606%, and besting the S&P 500 by over 490% and the Russell 2000 by over 500%. Grew the Company's stock price from $141.52 on December 30, 2016 to $192.43 on December 29, 2017, an increase of 36% in one year.

1

Non-GAAP financial measure. A reconciliation of adjusted net income to our GAAP numbers is provided on page 79 of our Form 10-K for the years ended December 31, 2017, 2016 and 2015, as well as in Appendix A to this proxy statement for the years ended December 31, 2017, 2016, 2015, 2014, 2013, 2012, 2011 and 2010 (2010 on a pro forma basis). The $2.4 billion of revenues, net run rate is calculated as fourth quarter 2017 revenues, net provided on page 120 of our Form 10-K for the year ended December 31, 2017 multiplied by four.

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•

In aggregate for fiscal year 2017, the named executive officers earned 93% of target for the annual cash incentive program, excluding the target for our former NEO (which was not achieved as he was not eligible to receive it following his resignation). These payouts were a result of achieving specific profitability, adjusted cash net income earnings per share, and individual goals set in February 2017.

•

In aggregate, executives earned approximately 80% of targets for the long-term equity incentive plan in connection with the performance based restricted share awards utilizing financial measures in 2017, excluding former NEOs. The payouts were a result of achieving specific adjusted net income per diluted share “EPS” and personal performance goals, with certain awards containing additional time based vesting criteria. The value of the restricted awards changes as our stock price changes, thereby continuing to align executive and shareholder interests.

•	Recommended, and the Board of Directors approved, that future say on pay votes be held annually;

•	Included a restriction in the 2018 Amended and Restated Equity Compensation Plan against making any grants from the 3,500,000 share increase over the next two years to the Company's Chairman and CEO Ron Clarke;

•	Established a minimum vesting period for any equity grants of one year;

•	Updated the peer groups considered when comparing the Company's performance and compensation practices with peers;

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•	The compensation committee and Mr. Clarke have agreed that Mr. Clarke’s total compensation for 2018 will not exceed $8 million.

•	Base salary. Base salaries for our named executive officers are reviewed annually.

•	Annual cash incentive compensation. Our named executive officers typically have the opportunity to earn annual cash incentive compensation based on (1) achievement of company-wide financial performance goals for the year and/or (2) achievement of individual or business unit performance goals.

•	Discretionary bonus. At the complete discretion of our compensation committee, with recommendations from our chief executive officer (other than for himself), our named executive officers may be awarded a discretionary bonus. In addition, we may agree to guaranteed one-time bonuses with executive officers at the time of hire.

•	Long-term equity incentive awards. We grant equity awards to our named executive officers as long-term incentives. We endeavor to align a significant portion of our named executive officers’ compensation to our ongoing success and with the returns provided to our stockholders.

•	Benefits and perquisites. We provide various health and welfare benefits to all of our employees. We provide a 401(k) plan to all of our U.S. employees. We also provide minimal perquisites to our named executive officers. Our named executive officers do not participate in any non-qualified deferred compensation plans or defined benefit pension plans.

•	Reviewed the 2017 Say on Pay voting results, CEO pay and stockholder outreach considerations;

•	Provided advice and counsel on developing an equity compensation plan share reserve request; and

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•	Developed recommendations for the 2018 executive compensation program design, taking into consideration FLEETCOR's business strategy, competitive practice and stockholder engagement feedback.

•	Assessed the competitiveness of the Company’s executive compensation programs and long-term incentive design in relation to identified performance-based and industry-based peer groups and proposed a go-forward plan for key executives, including executive officers;

•	With input from the Company, constructed two peer groups for the compensation committee’s review: A performance-based group that consists of organizations with similar financial performance characteristics to the Company and an industry-based group that consists of organizations with similar businesses to that of the Company;

•	Conducted a market review and analysis for the named executive officers to determine whether their total targeted compensation opportunities were competitive with positions of a similar scope in similarly sized companies in similar industries;

•	Provided advice on undertaking an investor outreach program to engage with stockholders in light of the outcome of our say-on-pay vote; and

•	Attended compensation committee meetings at the request of the committee.

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1.	FleetCor uses a "high risk / high reward" compensation strategy that emphasizes large performance-based equity grants to align executive interests with those of the Company's shareholders.

2.	FleetCor’s 3 year average share usage / burn rate from 2015-2017 has been 2.40%, well within industry benchmarks of 10.22% for Russell 3000 companies in the Data Processing & Outsourced Services sector.

3.

Target total annual cash compensation (sum of base salary plus target short-term incentives) for the Company’s executive officers is below 50th percentile market values for peer group named executive officers, while long-term incentive grant date values, which typically are “at risk” and tied to performance and/or stock price appreciation, are well above the 75th percentile, particularly for the CEO.

4.	On a 3-year basis, FleetCor’s overall business performance, as measured by revenue growth, EBITDA growth, EBITDA margin, EPS growth, return on average invested capital, and total shareholder return (each equally weighted), was at the 75th percentile vs. industry peers and between the 50th and 75th percentiles vs. the high-performing peer group.

5.	On a 3-year annualized basis, total NEO compensation other than for the CEO was slightly above the 75th percentile vs. industry peers and between 50th and 75th percentile values for high-performing peers, while total compensation for the CEO was well above the 75th percentile.

•	our compensation committee’s evaluation of the competitive market based on its general market experience;

•	the roles and responsibilities of our executives, including the role’s impact to creating value for our stockholders;

•	the individual experience and skills of, and expected contributions from, our executives;

•	the individual performance of our executives during the year and the historic performance levels of our executives;

•	our overall financial performance;

•	our financial condition and available resources; and

•	our need for a particular position to be filled.

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•	Our mix of compensation elements is designed to reinforce business and strategic objectives, recognize and reward performance, motivate long-term value creation, and align our executives' interests with those of our stockholders. We achieve this through a combination of cash and equity awards.

•	Base salary and benefits are designed to provide a secure level of cash compensation.

•	Annual cash incentive awards are designed to reward short-term results tied to our annual operating plan and individual objectives, and are only earned if we meet performance goals established by the compensation committee.

•	Discretionary bonuses are designed to reward for performance above and beyond our operating plan or to recognize significant additional contributions above and beyond pre-established goals and objectives. These bonuses are awarded at the discretion of the compensation committee.

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(1)	Mr. Dey received a salary increase from $375,000 in 2016 to $395,000 in January 2017 and another salary increase in June 2017 to $500,000 in order to align his salary to be more in-line with peer group CFOs, resulting in an aggregate increase of 33% in his base salary compared to 2016.

(2)

As Mr. Blazye is based in the United Kingdom, his compensation is denominated in British Pounds. All amounts for Mr. Blazye for 2016 and 2017 have been converted into U.S. dollars at an average exchange rate of $1 to £0.7376 and $1 to £0.7761 during 2016 and 2017, respectively. Mr. Blazye received an increase in his base salary from £248,750 in 2016 to £266,550 in 2017, resulting in a 7% increase in his base salary. Remaining fluctuations in Mr. Blazye's salary are a result of changes in foreign exchange rates.

(3)	Mr. Coughlin received a salary increase from $400,000 in 2016 to $420,000 in 2017, resulting in a 5% increase in his base salary.

(4)

Mr. Gavrilenya became a named executive officer in 2017. As Mr. Gavrilenya is based in the United Kingdom his compensation is denominated in British Pounds. All amounts for Mr. Gavrilenya for 2016 and 2017 have been converted into U.S. dollars at an average exchange rate of $1 to £0.7376 and $1 to £0.7761 during 2016 and 2017, respectively. Mr. Gavrilenya received an increase in his base salary from £120,000 in 2016 to £200,000 in 2017 due to his increased job responsibilities, resulting in a 66% increase in his base salary. Remaining fluctuations in Mr. Gavrilenya's salary are a result of changes in foreign exchange rates.

(5)	Mr. House received a salary increase from $400,000 in 2016 to $420,000 in 2017, an increase of 5%. As of July 1, 2017, Mr. House is no longer an executive officer of the Company.

•	Mr. Clarke’s target payout level was set at 100% of his base salary and he had the opportunity to earn an additional 83% of the bonus target based on stretch goals.

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•	Mr. Dey’s target payout level was set at 50% of his base salary and he had the opportunity to earn an additional 100% of the bonus target based on stretch goals.

•	Mr. Blazye's target payout level was set at 50% of his base salary.

•	Mr. Coughlin's target payout level was set at 50% of his base salary and he had the opportunity to earn an additional 50% of the bonus target based on stretch goals.

•	Mr. Gavrilenya's target payout level was set at 50% of his base salary and he had the opportunity to earn an additional 38% of the bonus target based on stretch goals.

•	Mr. House's target payout level was set at 50% of his base salary and he had the opportunity to earn an additional 55% of the bonus target based on stretch goals. Mr. House was no longer an executive officer of the Company as of July 1, 2017 and was no longer eligible to receive a bonus.

(i)

50% of his target award, or $500,000, could be earned if we achieved a 2017 adjusted net income per diluted share “EPS” of a specified target based on a constant macro-economic environment with 2016, with the ability to receive 50%, 150% and 200% of the potential payout with results within a specified range above or below this target. The Company achieved adjusted net income per diluted share “EPS” of $8.54 for the year ended December 31, 2017. Mr. Clarke attained 100%, or $500,000 of this award.

(ii)

30% of his target award, or $300,000, could be earned if we successfully executed on acquisitions or divestment of prescribed businesses, with half, or $150,000, attributable to growth targets through acquisitions, and with the ability to receive 200% of potential payout for exceeding this target. The other half, or $150,000, was attributable to divestment of prescribed businesses, with the ability to receive 50%, 100% and 150% of the potential payout with results within a specified range above or below this target. Mr. Clarke attained 100% of this award with the acquisition of the Cambridge business in 2017 and exiting the telematics business via divestiture of the NexTraq business and restructuring the Masternaut investment agreement that resulted in the loss of significant influence in 2017.

(iii)

20% of his target award, or $200,000, could be earned if we achieved specified revenue and sales growth targets through contractual relationships, launch of new products, new partner deals or acquisitions with the ability to receive 150% of potential payout for exceeding the target. Mr. Clarke attained 150% of his award, or $300,000, with the implementation of the Speedway partner relationship in the U.S., the successful acquisition of a lodging business in the U.S. and a Russian fuel card business in 2017 and net sales starts growth of 18%, exceeding the target performance.

(i)	30% of his target award, or $59,250, could be earned if we achieved certain revenue targets as prescribed, with the ability to receive 50%, 100% and 150% of the potential payout with results within a specified range above or below this target. Mr. Dey attained 50%, or $29,625, of this award.

(ii)	30% of his target award, or $59,250, could be earned if we achieved the management of expenses at or below budget, at budgeted foreign exchange rates (excluding stock compensation expense) for 2017, with the ability to receive 50%, 100% and 150% of

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(iii)	30% of his target award, or $59,250, could be earned for the successful recruitment of new investors, at prescribed levels in 2017. Mr. Dey attained 100% of the award, or $59,250.

(iv)	10% of his target award, or $19,750, could be earned for the successful recruitment of two new key positions, in human resources and investor relations. Mr. Dey attained 100% of the award, or $19,750.

(i)	30% of his target award, or £39,983, could be earned if we achieved certain growth targets through contractual relationships. Mr. Blazye attained 100% of his award, or £39,983.

(ii)	25% of his target award, or £33,319, could be earned if we successfully achieved growth targets through acquisitions or new partner deals in businesses he directly manages. Mr. Blazye did not attain this award.

(iii)	45% of his target award, or £59,974, could be earned for the achievement of certain specified growth and operational initiatives through a specified investment he manages. Mr. Blazye did not attain this award.

(i)

100% of his target award, or $210,000, could be earned if we achieved growth targets through acquisitions and investments, with the ability to receive 50%, 100% and 150% of potential payout with achievement of the target within a specified range above or below this target. Mr. Coughlin attained 100% of this award, or $210,000, with the acquisitions of Cambridge and several smaller businesses and investments in 2017.

(i)	45% of his target award, or £45,000, could be earned if we achieved certain revenue growth targets in businesses he directly manages, with the ability to receive 50%, 100% and 150% of the potential payout with results within a specified range above or below his target. Mr. Gavrilenya attained 100% of his award, or £45,000.

(ii)	30% of his target award, or £30,000, could be earned if we achieved certain sales growth targets in businesses he directly manages, with the ability to receive 50%, 100% and 150% of the potential payout with results within a specified range above or below his target. Mr. Gavrilenya attained 100% of his award, or £30,000.

(iii)	25% of his target award, or £25,000, could be earned if we successfully launched a new product and achieved certain sales targets in 2017 related to this new product. Mr. Gavrilenya did not attain this award.

(i)	30% of his target award, or $63,000, could be earned if we achieved prescribed revenue growth targets in businesses he directly manages, with the ability to receive 50%, 100% and 150% of the potential payout with results within a specified range above or below his target.

(ii)	25% of his target award, or $52,500, could be earned if we achieved prescribed sales growth targets in businesses he directly manages, with the ability to receive 50%, 100% and 150% of the potential payout with results within a specified range above or below his target.

(iii)	30% of his target award, or $63,000, could be earned if we achieved growth targets in specific initiatives in businesses he directly manages, with the ability to received up to 10% of his salary for each initiative achieved.

(iv)	15% of his target award, or $31,500, could be earned if we successfully divested of the NexTraq business, with the ability to receive 100% and 150% of the potential payout dependent on final sales price for NexTraq business.

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If we terminate Mr. Clarke’s employment for any reason other than for cause, Mr. Clarke will receive cash severance payments, in equal monthly installments over 12 months, equal to 150% of his then-current annual base salary plus any accrued and unpaid vacation. Mr. Clarke will also receive payment of his health insurance premiums in amounts equal to those made immediately prior to his termination and, if permissible, continuation of coverage under our life and disability insurance plans for 12 months. In addition, if within 12 months following a change in control Mr. Clarke’s employment is terminated by him for good reason or is terminated by the Company for any reason other than cause, Mr. Clarke can elect to have us purchase from him any remaining equity in the Company that he held at January 1, 2010 and still holds. At December 31, 2017, this included 525,000 options to purchase the Company's common stock. The purchase price would be at the fair market value less the applicable exercise price for each grant. In addition to Mr. Clarke’s rights under his employment agreement, he also has all rights and conditions as to stock and stock options granted to him under our 2010 Plan as set forth below.

•

Each of our other executive officers will receive cash severance in the amount of six months of their then-current salary, upon execution of a general release, if they are terminated by us for any reason other than for cause. We provide severance compensation if our executives are terminated without cause to incentivize our executive officers to act in the best interests of our stockholders in the face of a transaction even if they may be terminated as a result.

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•	any sale by us of all or substantially all of our assets or our consummation of any merger, consolidation, reorganization or business combination with any person, except for certain transactions specified in the 2010 Plan;

•	the acquisition by any person, other than certain acquisition specified in the 2010 Plan, of 30% or more of the combined voting power of our then-outstanding voting securities;

•	a change in the composition of our Board of Directors that causes less than a majority of the directors to be directors that meet one or more of the descriptions to be set forth in the 2010 Plan; or

•	stockholder approval of our liquidation or dissolution, other than as provided in the 2010 Plan.

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(1)	This column represents the salary earned for the applicable year.

(2)	This column represents the discretionary bonus amounts paid for the applicable year. For a description of these payments in 2017, see “—Components of compensation—Annual cash incentive compensation.”

(3)

This column represents the aggregate grant date fair value for the stock awards granted/modified in the applicable year, computed in accordance with FASB ASC Topic 718. The assumptions used to value these awards can be found in Note 5 to the financial statements included in our 2017 Annual Report on Form 10-K. For an overview of the features of the 2017 awards, see “—Components of compensation—Long-term equity incentive awards”. Awards with performance conditions are computed based on the probable outcome of the performance condition as of the grant date for the award. The amounts shown for Messrs. Clarke, Dey, Coughlin, Freund and House represent the maximum grant date fair value for the performance-based restricted stock granted or modified in 2017. The incremental maximum grant date fair value of Mr. Clarke's performance-based restricted stock award granted in 2014 and modified in 2017 is $206,500. The maximum grant date fair value of Mr. Blazye's performance-based restricted stock award granted in 2014 and modified in 2017 declined $63,950 The maximum grant date fair value of Mr. Coughlin's performance-based restricted stock award granted in 2014 and modified in 2017 declined $103,266. The incremental maximum grant date fair value of Mr. House's performance-based restricted stock award granted in 2014 and modified in 2017 is $26,880.

(4)

This column represents the aggregate grant date fair value for the stock option awards granted/modified in the applicable year, computed in accordance with FASB ASC Topic 718. The assumptions used to value these awards can be found in Note 5 to the financial statements included in our 2017 Annual Report on Form 10-K. For an overview of the features of the 2017 awards, see “—Components of compensation—Long-term equity incentive awards”. Awards with performance conditions are computed based on the probable outcome of the performance condition as of the grant date for the award.

(5)	This column represents the amounts earned under the applicable year annual cash incentive award programs based on achievement of performance goals under the program. For a description of the program, including the 2017 performance goals under the program, see “—Components of compensation—Annual cash incentive compensation.”

(6)	The following table breaks down the amounts shown in this column for 2017:

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(7)

As Mr. Blazye and Mr. Gavrilenya are based in the United Kingdom, their compensation is denominated in British Pounds. All amounts for Mr. Blazye and Mr. Gavrilenya for 2017 have been converted to U.S. dollars at an average exchange rate of $1 to £0.7761, the average exchange rate during the year. All amounts for Mr. Blazye for 2016 and 2015 have been converted into U.S. dollars at an exchange rate of $1 to £0.7376 and $1 to £0.6541, respectively, the average exchange rate during the year.

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(1)

These columns reflect the target and maximum amounts that could be earned under our 2017 annual cash incentive program for each named executive officer. There is no threshold amount under the program. For information concerning this program, see “—Components of compensation—Annual cash incentive compensation.” The maximum estimated payouts under the non-equity incentive plan awards do not include any discretionary bonuses that may awarded by the compensation committee. See “Summary Compensation Table for 2017” for actual amounts awarded for 2017 performance.

(2)	This column reflects the number of shares of performance-based restricted stock granted/modified in 2017. These awards do not have a threshold or maximum amount. For information concerning these grants, see “—Components of compensation—Long-term equity incentive awards—2017 Equity awards.”

(3)	This column reflects the number of stock options granted in 2017, subject to time vesting. For information concerning this grant and the vesting schedule, see “—Components of compensation—Long-term equity incentive awards—2017 Equity awards.”

(4)

This column reflects the grant date fair value of the restricted stock and stock option awards under FASB ASC Topic 718 granted to each of the named executive officers in 2017. Awards with performance conditions are computed based on the probable outcome of the performance condition as of the grant date for the award. Awards with performance conditions are computed based on the probable outcome of the performance condition as of the grant date of the award. There can be no assurance that the grant date fair value of stock and option awards will ever be realized by the named executive officers. For certain performance grants, it was not probable as of the date of grant that performance would be achieved, and therefore these grants have a zero grant date fair value.

(5)	As Mr. Blazye and Mr. Gavrilenya are based in the United Kingdom, their compensation is denominated in British Pounds. All amounts for Mr. Blazye and Mr. Gavrilenya for 2017 have been converted to U.S. dollars at an average exchange rate of $1 to £0.7761, the average exchange rate during the year.

(6)	Mr. House is no longer an executive officer of the Company as of July 1, 2017.

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(1)	Value realized is calculated based on the closing price of our common stock on the New York Stock Exchange on the date of exercise or vesting. There is no guarantee the named executive officers actually received or will receive the value indicated upon the ultimate disposition of the underlying shares of common stock.

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(1)

Mr. Coughlin's stock options granted on July 15, 2014 vested or will vest ratably on July 15, 2015, 2016, 2017 and 2018. Messrs. Dey and Blazye's stock options granted on February 23, 2015 vested or will vest ratably on February 23, 2017 and 2018. Mr. Gavrilenya's stock options granted on October 21, 2015 vested or will vest ratably on October 21, 2017 and 2018. Messrs. Clarke, Dey, Blazye, Coughlin, Gavrilenya and House's stock options granted on January 20, 2016 vested or will vest ratably on January 20, 2017 and 2018. Mr. Clarke's stock options granted on January 25, 2017 will vest ratably on December 31, 2018 and 2019. Messrs. Dey, Blazye, Coughlin, Gavrilenya and House's stock options granted on January 25, 2017 will vest ratably on December 31, 2019 and 2020. Messrs. Dey, Blazye, Coughlin and Gavrilenya's stock options granted on May 5, 2017 will vest ratably on May 5, 2018 and 2019.

(2)	Represents performance-based restricted stock awards, where performance targets are based on achieving company-wide or individual or business unit performance goals during 2015, 2016 and/or 2017.

(3)	Market value of shares of restricted stock that have not vested is calculated using $192.43, the Company's closing stock price on December 29, 2017.

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•	The initial term of the employment agreement was through December 31, 2011. Per the agreement, the agreement automatically renews for successive one year periods unless we provide notice at least 30 days prior to the expiration date.

•	Mr. Clarke is entitled to an annual base salary of at least $687,500, with annual increases at the discretion of the compensation committee.

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We may terminate Mr. Clarke’s employment under the agreement by providing 30 days prior written notice and the payment of all sums due under the agreement. If we terminate Mr. Clarke’s employment for any reason other than for “cause” (as defined below), including through non-renewal of the agreement, Mr. Clarke will receive (1) cash severance payments, in equal monthly installments over 12 months (the “Severance Period”), in an amount equal to 150% of his then- current annual base salary plus any accrued and unpaid vacation; (2) at his election, payment of his health insurance premiums for coverage under COBRA in amounts equal to those made immediately prior to his termination until the earlier of the expiration of the Severance Period or his commencement of employment with another employer; and (3) continuation of coverage during the Severance Period under our life and disability insurance plans, if permitted by the terms of the plans.

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If within 12 months following a change in control Mr. Clarke’s employment is terminated by him for good reason or is terminated by the Company for any reason other than cause, Mr. Clarke can elect to have us purchase from him any remaining equity in the Company that he held at January 1, 2010 and still holds. At December 31, 2017, this included 525,000 stock options. The purchase price would be at the fair market value.

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•	disclose certain of our confidential information,

•	accept employment with certain enumerated competitors,

•	solicit, in competition with our sale of products or services, any of our customers with which such executive had substantial contact within one year of such executive’s termination and

•	recruit or hire, or attempt to recruit or hire, any of our employees, consultants, contractors or other personnel, who have knowledge of certain of our confidential information and with whom such executive had substantial contact within one year of such executive’s termination.

(1)	For Mr. Clarke, represents 150% of his then-current annual base salary and any accrued vacation. For Messrs. Dey, Blazye, Coughlin, Gavrilenya and House, represents six months of their then-current annual base salary.

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(2)

Under Mr. Clarke’s employment agreement he can elect to have us purchase, at fair market value, all outstanding stock options and shares of our stock, owned by him as of January 1, 2010, upon termination for good reason or without cause within 12 months after a change in control. In addition to Mr. Clarke’s rights under his employment agreement, he also has all rights and conditions as to stock and stock options granted to him under our 2010 Plan, which provides that all awards will accelerate if Mr. Clarke is terminated without cause within the two year period following a change in control or Mr. Clarke resigns for good reason during such period. Under our 2010 Plan and the stock option and restricted stock agreements with each named executive officer, all awards will accelerate if the executive is terminated without cause within the two year period following a change in control or the executive resigns for good reason during such period. The value shown above represents the value of the unvested options and restricted stock held by the named executive officers at December 31, 2017, assuming a value of $192.43 per share, the closing price of our common stock on the New York Stock Exchange on December 30, 2017, for which vesting would be accelerated. Our equity incentive award agreements, under our 2002 plan, do not provide accelerated vesting of equity awards under any circumstances.

(3)	For Mr. Clarke, represents payment of medical, dental and vision benefits for 12 months. For Messrs. Dey, Blazye, Coughlin, Gavrilenya and House, represents the value of continuation of medical, dental and vision benefits for six months.

(4)	As Mr. Blazye and Mr. Gavrilenya are based in the United Kingdom, their compensation is denominated in British Pounds. All amounts for Mr. Blazye and Mr. Gavrilenya for 2017 have been converted to U.S. dollars at an average exchange rate of $1 to £0.7761, the average exchange rate during 2017.

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•	whether the related party transaction is on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances; and

•	the extent of the related party’s interest in the transaction.

•	our employment of any executive officer or compensation paid by us to any executive officer if our compensation committee approved (or recommended that our Board of Directors approve) such compensation;

•	any compensation paid to a director if the compensation is required to be reported in our proxy statement under Item 402 of the Securities and Exchange Commission’s compensation disclosure requirements;

•	any transaction with another company at which a related person’s only relationship is as an employee (other than an executive officer), director or beneficial owner of less than 10% of that company’s shares, if the aggregate amount involved does not exceed the greater of $1,000,000, or 2% of that company’s total annual revenues;

•	any charitable contribution, grant or endowment made by us to a charitable organization, foundation or university at which a related person’s only relationship is as an employee (other than an executive officer) or a director, if the aggregate amount involved does not exceed the lesser of $1,000,000, or 2% of the charitable organization’s total annual receipts;

•	any transaction where the related person’s interest arises solely from the ownership of our common stock and all holders of our common stock received the same benefit on a pro rata basis;

•	any transaction involving a related person where the rates or charges involved are determined by competitive bids;

•	any transaction with a related person involving the rendering of services as a common or contract carrier, or public utility, at rates or charges fixed in conformity with law or governmental authority; and

•	any transaction with a related person involving services as a bank depositary of funds, transfer agent, registrar, trustee under a trust indenture, or similar services.

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•	reviewed and discussed with management and the independent auditor FLEETCOR’s earnings press release and consolidated financial statements, and its annual report on Form 10-K,

•	reviewed with management and the independent auditor, management’s assessment of the effectiveness of our internal control over financial reporting,

•	reviewed with the independent auditor and management, as appropriate, the audit scopes and plans of the independent auditor,

•	inquired about significant risks, reviewed FLEETCOR’s policies for risk assessment and risk management, and assessed the steps management is taking to control these risks, and

•	met in executive session with the independent auditor.

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•	The Securities and Exchange Commission's website has a variety of information about the proxy voting process at www.sec.gov/spotlight/proxymatters.shtml.

•	Contact the FLEETCOR Investor Relations department through our website at investor.fleetcor.com or by phone at (770) 417-4697.

•	Contact the broker or bank through which you beneficially own your shares.

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1.	Elect three Class II Directors nominated by the Board of Directors for a three-year term: