Corpay (CPAY) Proxy filing summary

Executive summary

• Achieved record 2025 financial results: $4.5B revenue (up 14%), $21.38 adjusted EPS (up 12%), and $2.6B+ adjusted EBITDA (up 13%).

• Closed major acquisitions, including Alpha Group, and strategic investments in AvidXchange and with Mastercard.

• Corporate Payments expected to exceed 40% of revenue in 2026, targeting 10% organic revenue and 15%+ adjusted EPS growth annually.

• Board and management emphasize shareholder engagement, governance enhancements, and regular outreach.

Voting matters and shareholder proposals

• Election of twelve directors for one-year terms.

• Ratification of Ernst & Young LLP as independent auditor for 2026.

• Advisory vote to approve named executive officer compensation (say-on-pay).

• Shareholder proposal for an independent Board Chair; Board recommends voting against.

Board of directors and corporate governance

• Board consists of twelve members, all independent except CEO; diverse in skills, experience, and demographics.

• Regular board and committee self-evaluations; 100% attendance at meetings in 2025.

• Five standing committees: audit, compensation, governance, executive & acquisitions, and IT/security.

• Lead Independent Director role provides additional oversight when CEO is also Chair.

• Shareholder rights include proxy access, right to call special meetings, and act by written consent.