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Corpay (NYSE: CPAY) investors approve directors and pay, reject independent chair plan

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(Moderate)
Filing Sentiment
(Negative)
Form Type
8-K

Rhea-AI Filing Summary

Corpay, Inc. reported the results of its annual shareholder meeting, where 62,942,793 shares were represented. Shareholders elected twelve directors to one-year terms, with support levels varying by nominee but each receiving more votes "for" than "against."

Investors also ratified the reappointment of Ernst & Young LLP as Corpay’s independent registered public accounting firm for 2026, with 59,115,122 votes in favor. In a non-binding advisory vote, shareholders approved named executive officer compensation with 32,298,662 votes for and 25,664,167 against. A shareholder proposal to require an independent Board Chair was not approved, receiving 17,353,969 votes for and 40,578,084 against.

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Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Shares represented at meeting 62,942,793 shares Total shares represented at Corpay annual meeting
Auditor ratification votes for 59,115,122 votes For ratifying Ernst & Young LLP for 2026
Say-on-pay votes for 32,298,662 votes For advisory approval of executive compensation
Say-on-pay votes against 25,664,167 votes Against advisory approval of executive compensation
Independent chair proposal votes for 17,353,969 votes For shareholder proposal on independent Board Chair
Independent chair proposal votes against 40,578,084 votes Against shareholder proposal on independent Board Chair
broker non-votes financial
"ABSTAIN: 9,300 BROKER NON-VOTES: 4,941,801"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
independent registered public accounting firm financial
"reappointment of Ernst & Young LLP as Corpay’s independent registered public accounting firm for 2026"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
advisory vote financial
"III. Advisory vote to approve named executive officer compensation"
An advisory vote is a shareholder poll that expresses investors’ approval or concern about a company’s policy, executive pay, board decisions or other governance matters but does not legally force the company to act. Think of it like a customer survey: it signals investor sentiment and can pressure management to change course, so investors watch the result as a guide to future governance, risk and potential shifts in strategy.
shareholder proposal financial
"IV. Shareholder proposal regarding an independent Board Chair requirement"
A shareholder proposal is a formal suggestion submitted by an owner of a company’s stock asking other investors to vote on a specific change in company policy, governance, or operations at a shareholder meeting. It matters to investors because proposals can force public discussion, lead to changes that affect risk, costs, or reputation, and serve as a signal of investor priorities—like a homeowner proposing a new rule at a building meeting that could change how the whole property is run.
Emerging growth company regulatory
"Emerging growth company Item 5.07 Submission of Matters to a Vote"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
Understanding 8-K Material Events →
0001175454false00011754542026-05-072026-05-07

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 7, 2026
________________________________________________________ 
Corpay, Inc.
________________________________________________________ 
(Exact name of registrant as specified in its charter)
  _______________________________________________________
Delaware001-3500472-1074903
(State or other jurisdiction of
incorporation or organization)		(Commission
File Number)		(I.R.S. Employer
Identification No.)
3280 Peachtree Road, Suite 2400Atlanta30305
(Address of principal executive offices)GA(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 classTrading
Symbols(s)		Name of each exchange on which registered
Common StockCPAYNew York Stock Exchange
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 May 7, 2026, Corpay, Inc. 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 62,942,793 shares were represented at the Annual Meeting. The following matters were submitted to a vote of the shareholders.

I. Elect twelve directors nominated by the Board for a one-year term:

NOMINEES:

Annabelle Bexiga
FOR: 44,264,494
AGAINST: 13,727,198
ABSTAIN: 9,300
BROKER NON-VOTES: 4,941,801

David L. Bunch
FOR: 57,924,900
AGAINST: 69,405
ABSTAIN: 6,687
BROKER NON-VOTES: 4,941,801

Ronald F. Clarke
FOR: 55,492,374
AGAINST: 2,501,511
ABSTAIN: 7,107
BROKER NON-VOTES: 4,941,801

Joseph W. Farrelly
FOR: 35,146,549
AGAINST: 22,844,089
ABSTAIN: 10,354
BROKER NON-VOTES: 4,941,801

Rahul Gupta
FOR: 55,553,741
AGAINST: 2,370,614
ABSTAIN: 76,637
BROKER NON-VOTES: 4,941,801

Thomas M. Hagerty
FOR: 43,082,703
AGAINST: 14,907,926
ABSTAIN: 10,363
BROKER NON-VOTES: 4,941,801

Archie L. Jones, Jr.
FOR: 56,532,143
AGAINST: 1,391,687
ABSTAIN: 77,162
BROKER NON-VOTES: 4,941,801

Richard Macchia
FOR: 55,911,303
AGAINST: 2,082,609
ABSTAIN: 7,080
BROKER NON-VOTES: 4,941,801

Hala G. Moddelmog
FOR: 39,972,476
AGAINST: 18,018,129
ABSTAIN: 10,387


BROKER NON-VOTES: 4,941,801

Jeffrey S. Sloan
FOR: 57,376,334
AGAINST: 617,581
ABSTAIN: 7,077
BROKER NON-VOTES: 4,941,801

Steven T. Stull
FOR: 42,038,207
AGAINST: 15,952,350
ABSTAIN: 10,435
BROKER NON-VOTES: 4,941,801

Gerald Throop
FOR: 57,776,408
AGAINST: 217,650
ABSTAIN: 6,934
BROKER NON-VOTES: 4,941,801

II. Ratify the reappointment of Ernst & Young LLP as Corpay’s independent registered public accounting firm for 2026:

FOR: 59,115,122
AGAINST: 3,822,136
ABSTAIN: 5,535
BROKER NON-VOTES: N/A

III. Advisory vote to approve named executive officer compensation:

FOR: 32,298,662
AGAINST: 25,664,167
ABSTAIN: 38,163
BROKER NON-VOTES: 4,941,801

IV. Shareholder proposal regarding an independent Board Chair requirement:

FOR: 17,353,969
AGAINST: 40,578,084
ABSTAIN: 68,939
BROKER NON-VOTES: 4,941,801




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.
May 12, 2026  By:   /s/ Peter Walker
   Peter Walker
   Chief Financial Officer

Source: View Original Filing on SEC EDGAR

FAQ

What did Corpay (CPAY) shareholders vote on at the latest annual meeting?

Shareholders voted on electing twelve directors, ratifying Ernst & Young LLP as auditor, approving executive compensation, and a proposal for an independent Board Chair. All board nominees, pay, and auditor ratification passed, while the independent chair proposal failed.

Did Corpay (CPAY) shareholders approve executive compensation at the meeting?

Yes, shareholders approved Corpay’s named executive officer compensation in an advisory vote. The resolution received 32,298,662 votes in favor, 25,664,167 against, and 38,163 abstentions, with 4,941,801 broker non-votes recorded on this item.

Was the shareholder proposal for an independent Board Chair at Corpay (CPAY) approved?

No, the shareholder proposal to require an independent Board Chair was not approved. It received 17,353,969 votes for and 40,578,084 votes against, with 68,939 abstentions and 4,941,801 broker non-votes recorded on the proposal.

Which auditor did Corpay (CPAY) shareholders ratify for 2026?

Shareholders ratified Ernst & Young LLP as Corpay’s independent registered public accounting firm for 2026. The ratification received 59,115,122 votes for, 3,822,136 against, and 5,535 abstentions, with no broker non-votes on this item.

How many Corpay (CPAY) shares were represented at the annual meeting?

A total of 62,942,793 Corpay shares were represented at the annual meeting. This share count formed the basis for quorum and voting across the director elections, auditor ratification, executive compensation advisory vote, and the independent Board Chair shareholder proposal.

Did all Corpay (CPAY) director nominees get elected at the annual meeting?

Yes, all twelve Corpay director nominees were elected to one-year terms. Each nominee, including Annabelle Bexiga, Ronald F. Clarke, and others, received more votes for than against, despite differing support levels and broker non-vote totals across nominees.

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