World Kinect (WKC) Proxy Filing summary

Executive summary

• Annual meeting scheduled for June 5, 2025, with shareholders voting on four key proposals, including director elections, executive compensation, auditor ratification, and a new omnibus equity plan.

• 2024 saw $139M returned to shareholders, $260M in operating cash flow, and a 21% dividend increase, with continued portfolio streamlining and asset sales.

• Board and management emphasize shareholder engagement, with outreach to holders of ~25% of shares and adjustments to compensation and governance based on feedback.

Voting matters and shareholder proposals

• Proposals include election of nine directors, advisory approval of executive compensation, ratification of PricewaterhouseCoopers LLP as auditor, and approval of the 2025 Omnibus Plan.

• Board recommends voting “FOR” all proposals and nominees.

• Shareholders of record as of April 10, 2025, are entitled to vote, with one vote per share.

Board of directors and corporate governance

• Board consists of nine nominees, all independent except the CEO; recent refreshment includes three new directors since 2020.

• Committees: Audit, Compensation, Governance, Sustainability & Corporate Responsibility, and Technology & Operations—all composed of independent directors.

• Annual board and committee self-evaluations, director resignation policy for uncontested elections, and robust director stock ownership guidelines in place.

• Lead Independent Director presides over executive sessions and acts as liaison between independent directors and management.