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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.    )

Filed by the Registrant  x                              Filed by a party other than the Registrant  ¨

Check the appropriate box:

FLEETCOR TECHNOLOGIES, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

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2014 PROXY STATEMENT

ANNUAL MEETING OF STOCKHOLDERS

The Annual Meeting of Stockholders of FleetCor Technologies, Inc. will be held at

5445 Triangle Parkway, Norcross, GA 30092

on May 29, 2014 at 10:00 a.m.

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April 18, 2014

Dear Stockholder:

You are cordially invited to attend the Annual Meeting of Stockholders of FleetCor Technologies, Inc., which will be held at our corporate offices at 5445 Triangle Parkway, Norcross, GA 30092, on Thursday, May 29, 2014 at 10:00 a.m.

The attached Notice of Annual Meeting of Stockholders and Proxy Statement contain details of the business to be conducted at the Annual Meeting.

Whether or not you attend the Annual Meeting, it is important that your shares be represented and voted at the meeting. Therefore, I urge you to promptly vote and submit your proxy via the Internet, by telephone or by signing, dating, and returning the enclosed proxy card in the enclosed envelope. If you decide to attend the Annual Meeting, you will be able to vote in person, even if you have previously submitted your proxy.

On behalf of the Board of Directors, I would like to express our appreciation for your continued interest in the affairs of FleetCor. I look forward to greeting as many of our stockholders as possible.

Sincerely,

Ronald F. Clarke

Chairman and Chief Executive Officer

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FLEETCOR TECHNOLOGIES, INC.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To our stockholders:

The Annual Meeting of the Stockholders of FleetCor Technologies, Inc. will be held at our corporate offices at 5445 Triangle Parkway, Norcross, GA 30092, on May 29, 2014 at 10:00 a.m. for the following purposes:

Only stockholders of record at the close of business on April 11, 2014 are entitled to receive notice of, and to vote at, the Annual Meeting. The Proxy Statement was first mailed to stockholders on or about April 18, 2014.

By order of the Board of Directors

Eric R. Dey

Secretary and Chief Financial Officer

Atlanta, Georgia

April 18, 2014

IMPORTANT

Whether or not you expect to attend the Annual Meeting in person, we urge you to vote your shares at your earliest convenience. This will ensure the presence of a quorum at the meeting. Promptly voting your shares via the Internet, by telephone, or by signing, dating, and returning the enclosed proxy card will save us the expenses and extra work of additional solicitation. If you wish to vote by mail, we have enclosed an addressed envelope for which no postage is required if mailed in the United States. Submitting your proxy now will not prevent you from voting your shares at the meeting if you desire to do so, as your proxy is revocable at your option.

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to Be Held on May 29, 2014. Our Proxy Statement and Annual Report to Stockholders are available at investor.fleetcor.com.

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FLEETCOR TECHNOLOGIES, INC.

5445 Triangle Parkway

Norcross, Georgia 30092

PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD MAY 29, 2014

This Proxy Statement was first mailed to Stockholders on or about April 18, 2014. It is furnished in connection with the solicitation of proxies by the Board of Directors of FleetCor Technologies, Inc., to be voted at the Annual Meeting of Stockholders for the purposes set forth in the accompanying Notice of Annual Meeting of Stockholders. The Annual Meeting of Stockholders will be held at 10:00 a.m. on May 29, 2014 at our corporate offices at 5445 Triangle Parkway, Norcross, Georgia 30092. Stockholders who execute proxies retain the right to revoke them at any time before the shares are voted by proxy at the meeting. A Stockholder may revoke a proxy by delivering a signed statement to our Corporate Secretary at or prior to the Annual Meeting or by timely executing and delivering, by telephone, mail, or in person at the Annual Meeting, another proxy dated as of a later date. FleetCor Technologies, Inc. (“FleetCor” or the “Company”) will pay the cost of solicitation of proxies.

Stockholders of record at the close of business on April 11, 2014 will be entitled to vote at the meeting on the basis of one vote for each share held. On April 11, 2014, there were 82,937,018 shares of common stock outstanding.

PROPOSALS

PROPOSAL 1. ELECTION OF DIRECTORS

The Board of Directors, based on the recommendations of our compensation, nominating and corporate governance committee, has nominated the following individuals for election as directors of the Company, to serve a three-year term:

Each nominee is presently a director of the Company and has consented to serve a new three-year term.

Our Board of Directors recommends that you vote “FOR” these nominees.

PROPOSAL 2. RATIFICATION OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2014

The audit committee of the Board has selected Ernst & Young LLP as the independent registered public accounting firm for fiscal year 2014. Stockholder ratification of the appointment is not required under the laws of the State of Delaware, but the audit committee has decided to request that the stockholders ratify the appointment. A representative of Ernst & Young LLP will be present at the meeting to answer appropriate questions from stockholders and will have the opportunity to make a statement on behalf of the firm, if he or she so desires.

If this proposal is not approved by our stockholders at the 2014 annual meeting, the audit committee will reconsider its selection of Ernst & Young LLP. Even if the selection is ratified, the audit committee may, in its discretion, select a different registered public accounting firm at any point during the year if it determines that making a change would be in the best interests of FleetCor and our stockholders.

Our Board of Directors recommends that you vote “FOR” the ratification of Ernst & Young LLP as our independent registered public accounting firm.

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PROPOSAL 3. APPROVAL OF THE FLEETCOR TECHNOLOGIES, INC. SECTION 162(m) PERFORMANCE-BASED PROGRAM

We are asking for your approval of the FleetCor Technologies, Inc. Section 162(m) Performance-Based Program (the “Program”). The following description of the Program is a summary only and does not purport to be complete. The summary is qualified in its entirety by reference to the text of the Program, which is attached hereto as Appendix A.

Background

Under Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), we cannot deduct compensation paid to certain of our executive officers in excess of $1 million in any fiscal year, unless such compensation meets the requirements of the “performance-based compensation exception” under Section 162(m) of the Code.

In order to take advantage of the performance-based compensation exception to the Code Section 162(m) deduction limitation, our compensation, nominating and corporate governance committee proposes that, to the extent practicable, any annual bonus or other incentive compensation paid to “Covered Executives” (namely, our Chief Executive Officer and four other highest compensated executive officers, each of whom is deemed to be a “covered employee” under Code Section 162(m)) satisfy the requirements of the performance-based compensation exception under Section 162(m) of the Code. One of these requirements is that our stockholders approve the material terms of the Program.

Purpose

The purpose of the Program is to permit FleetCor to provide compensation to Covered Executives that is intended to satisfy the Code Section 162(m) performance-based compensation exception. The term “Award” means an award granted under the FleetCor Technologies, Inc. 2010 Equity Compensation Plan, as amended, and any successor plan (the “2010 Plan”), or a bonus, including a cash bonus, granted under any other plan or program of FleetCor. The Program is intended to supersede and replace the existing FleetCor Technologies, Inc. Annual Executive Bonus Program and certain provisions of the 2010 Plan related to the Code Section 162(m) performance-based compensation exception.

Administration

The Program is administered by our compensation, nominating and corporate governance committee or, if any member of the committee is not an “outside director” within the meaning of Section 162(m) of the Code, a sub-committee thereof that consists solely of members who are outside directors.

Participants

The compensation, nominating and corporate governance committee determines whether an executive officer, including our Chief Executive Officer, is or may become a Covered Executive and a participant in the Program. We currently have five executive officers eligible to participate.

Performance Goals

For each Award intended to satisfy the performance-based compensation exception (other than options or stock appreciation rights granted under the 2010 Plan), the compensation, nominating and corporate governance committee must establish in writing the performance period and the performance goals. The performance goals must be established not later than the earlier of (1) ninety (90) days after the commencement of the performance period or (2) the date as of which twenty-five percent (25%) of the performance period has elapsed; provided that the outcome must be substantially uncertain at the time the compensation, nominating and corporate governance committee actually establishes the performance goals. No change may be made to performance goals after they have been established.

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Performance goals must be based on one or more of the following business criteria: (1) FleetCor’s return over capital costs or increases in return over capital costs, (2) FleetCor’s total earnings or the growth in such earnings, (3) FleetCor’s consolidated earnings or the growth in such earnings, (4) FleetCor’s earnings per share or the growth in such earnings, (5) FleetCor’s net earnings or the growth in such earnings, (6) FleetCor’s earnings before interest expense, taxes, depreciation, amortization and other non-cash items or the growth in such earnings, (7) FleetCor’s earnings before interest and taxes or the growth in such earnings, (8) FleetCor’s consolidated net income or the growth in such income, (9) the value of FleetCor’s stock or the growth in such value, (10) FleetCor’s stock price or the growth in such price, (11) FleetCor’s return on assets or the growth on such return, (12) FleetCor’s cash flow or the growth in such cash flow, (13) FleetCor’s total shareholder return or the growth in such return, (14) FleetCor’s expenses or the reduction of such expenses, (15) FleetCor’s sales growth, (16) FleetCor’s overhead ratios or changes in such ratios, (17) FleetCor’s expense-to-sales ratios or the changes in such ratios, or (18) FleetCor’s economic value added or changes in such value added, (19) FleetCor’s gross margin or the growth in such gross margin, (20) FleetCor’s bad debt expense or the reduction in such bad debt expense, (21) FleetCor’s entry into new markets (geographic or otherwise), (22) FleetCor’s revenues or the growth in such revenues, (23) FleetCor’s development or commercialization of new products or the growth in FleetCor’s financial measures attributable to such products, (24) FleetCor’s consummation of acquisitions, partnerships, minority investments, joint ventures or other business combinations, (25) FleetCor’s successful integration or implementation of acquisitions, partnerships, minority investments, joint ventures or other business combinations, (26) FleetCor’s consummation of specified divestitures, spin offs or other dispositions of subsidiaries, business divisions or other assets, (27) FleetCor’s identification of and hiring or appointment of new executives or directors, (28) FleetCor capital raised through debt or equity financings, or (29) FleetCor’s network operational performance metrics, such as system operational availability or lack of security breaches. Achievement of performance goals may be determined in any manner chosen by the committee in its discretion when the committee establishes the performance goals, including on an absolute basis or relative to peer groups or indexes. The committee may express performance goals in terms of alternatives, or a range of alternatives. Performance goals may be based on company-wide performance or the performance of a subsidiary, region, division or department, among other considerations. When the committee establishes the performance goals, the committee will also establish the general, objective rules that it will use to determine the extent to which such performance goals have been met and specific, objective rules regarding any exceptions to those general rules, which exceptions may include or exclude from consideration (1) any acquisitions or dispositions, restructuring, discontinued operations, extraordinary items and other unusual or non-recurring charges, (2) any event either not directly related to the operations of FleetCor or not within the reasonable control of FleetCor’s management or (3) the effects of tax or accounting changes. The committee will establish such exceptions in writing at the time it establishes the performance goals.

Limitations

The following limitations apply to Awards. The committee may reduce (but not increase) the amount payable under an Award, and the reduction or elimination of an Award to one participant may not increase the Award to another participant. If the committee establishes a bonus pool and allocates a maximum percentage of such pool to a participant, the maximum Award payable to such participant may not exceed such allocation, or any other applicable limit, if lower. The maximum Award limit for any participant in any calendar year is as follows: (1) for Awards (other than Awards made under the 2010 Plan) paid in cash, 500% of the participant’s base salary paid to the participant during such calendar year or $5 million, whichever is less; (2) for Awards made in the form of options under the 2010 Plan, 2,500,000 shares of common stock of FleetCor with respect to grants newly hired participants and 2,250,000 shares of common stock of FleetCor with respect to grants to other participants; (3) for Awards made in the form of stock appreciation rights under the 2010 Plan, 2,500,000 shares of common stock of FleetCor with respect to grants newly hired participants and 2,250,000 shares of common stock of FleetCor with respect to grants to other participants; (4) for Awards made in the form of stock grants under the 2010 Plan, 2,500,000 shares of common stock of FleetCor with respect to grants newly hired participants and 2,250,000 shares of common stock of FleetCor with respect to grants to other participants; and (5) for dividends or dividend equivalents paid with respect to Awards (other than options or stock appreciation rights) made under

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the Incentive Stock Plan, the value of 2,250,000 shares of common stock of FleetCor, determined as of the date payment of such dividends or dividend equivalents is made to the participant. For Awards that cover a period of more than one calendar year, the maximum Award limit is a multiple (equal to the number of full and partial calendar years covered by the Award) of the applicable calendar year maximum Award limit.

Amending and Terminating the Program

The compensation, nominating and corporate governance committee may amend the Program from time to time as it deems necessary or appropriate, and it may terminate the Program if it deems such termination is in the best interest of FleetCor.

Estimate of Benefits

The compensation, nominating and corporate governance committee, subject to our stockholders approving the Program, set performance goals for Mr. Clarke under the Program for the current fiscal year ending December 31, 2014. No other performance goals for 2014 under the Program have been set at this time. It is not possible to predict today the extent to which any performance goals will be satisfied for fiscal year 2014; however, Mr. Clarke has been granted a cash bonus target amount of $1,000,000 under the Program subject to stockholder approval of the Program.

Our Board of Directors recommends that you vote “FOR” the approval of the FleetCor Technologies, Inc. Section 162(m) Performance-Based Program.

PROPOSAL 4. ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION

Pay that reflects performance and alignment of pay with the long-term interests of our stockholders are key principles that underlie our compensation program. In accordance with the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), stockholders have the opportunity to vote, on an advisory basis, on the compensation of our named executive officers. This is often referred to as a say on pay, and provides you, as a stockholder, with the ability to cast a vote with respect to our 2013 executive compensation programs and policies and the compensation paid to the named executive officers as disclosed in this Proxy Statement. The following resolution is submitted:

RESOLVED, that the compensation paid to our named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion set forth in this Proxy Statement is hereby APPROVED.

Although the advisory vote on executive compensation is non-binding, the compensation, nominating and corporate governance committee will review the voting results. To the extent there is any significant negative vote on this proposal, we will consult with stockholders to better understand the concerns that influenced the vote. The committee will consider the constructive feedback obtained through this process in making decisions about future compensation arrangements for our named executive officers.

As required by the Dodd-Frank Act, this vote does not overrule any decisions by the board of directors, will not create or imply any change to or any additional fiduciary duties of the board of directors and will not restrict or limit the ability of stockholders generally to make proposals for inclusion in proxy materials related to executive compensation.

Our Board of Directors recommends that you vote “FOR” the approval of executive compensation.

OTHER BUSINESS

We know of no other business to be considered at the meeting and the deadline for stockholders to submit proposals or nominations has passed. However, if other matters are properly presented at the meeting, or at any adjournment or postponement of the meeting, and you have properly submitted your proxy, then Ronald F. Clarke or Eric R. Dey will vote your shares on those matters according to his best judgment.

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ELECTION OF DIRECTORS

Our Board of Directors is divided into three classes, with each class serving for a staggered three-year term. The Board of Directors consists of three class I directors, three class II directors and two class III directors. Our directors are divided among the three classes as follows:

At each annual meeting of stockholders, a class of directors will be elected for a three-year term to succeed the directors of the same class whose terms are then expiring. The terms of the class I directors, class II directors and class III directors identified above will expire upon the election and qualification of successor directors at the annual meeting of stockholders held during the calendar years 2014, 2015 and 2016, respectively.

Three Class I directors have been nominated for election at the Annual Meeting to hold office until the annual meeting of Stockholders in 2017, and until their respective successors are elected and qualified. The accompanying proxy will be voted in favor of the nominees named below to serve as directors unless the Stockholder indicates to the contrary on the proxy. All the nominees are current directors.

The Board of Directors expects that each of the nominees will be available to serve, but if any of them is unable to serve at the time the election occurs, the proxy will be voted for the election of another nominee to be designated by our Board.

NOMINEES

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CONTINUING DIRECTORS

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BOARD OF DIRECTORS AND COMMITTEES

Our Board of Directors currently consists of eight members. Of our directors, seven—Messrs. Balson, Buckman, Evans, Johnson, Macchia, Sloan and Stull—are “independent directors” as defined under the New York Stock Exchange listing standards. Under our amended and restated bylaws, the number of directors will be determined from time to time by our Board of Directors.

The Board held five meetings in 2013 and each director attended at least seventy-five percent of all Board and applicable committee meetings. Our independent directors meet in executive session at each regularly scheduled in-person Board meeting, when deemed appropriate. The Board does not have a policy regarding directors’ attendance at annual meetings. One of our directors attended our 2013 annual meeting of stockholders.

Our Board has three standing committees: an audit committee, compensation, nominating and corporate governance committee (“compensation committee”), and an executive and acquisitions committee. Each committee has a written charter. The table below provides current membership and fiscal year 2013 meeting information for each of the Board committees.

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Below is a description of each standing committee of our Board of Directors. Each committee has authority to engage legal counsel or other advisors or consultants as it deems appropriate to carry out its responsibilities.

Audit Committee

Our audit committee currently consists of Messrs. Buckman, Johnson and Macchia. Mr. Macchia is the chairman of the committee. Our Board has determined that each member of the committee meets the definition of “independent director” for purposes of the New York Stock Exchange rules and the independence requirements of Rule 10A-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Our Board of Directors has determined that Mr. Macchia qualifies as an “audit committee financial expert” under Securities and Exchange Commission rules and regulations.

Our audit committee is responsible for, among other matters:

Our Board of Directors has adopted a written charter for the committee, which is available on our website.

Compensation, Nominating and Corporate Governance Committee

Our compensation, nominating and corporate governance committee currently consists of Messrs. Balson, Evans and Stull. Mr. Evans is the chairman of the committee. Our Board of Directors has determined that each committee member meets the definition of “independent director” for purposes of the New York Stock Exchange rules (including the heightened independence requirements applicable to compensation committee members) and the definition of “outside director” for purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended.

The compensation, nominating and corporate governance committee is responsible for, among other matters:

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Our Board of Directors has adopted a written charter for the committee, which is available on our website.

See “Compensation Discussion and Analysis” for a description of the processes and procedures of the committee and for additional information regarding the committee’s role and management’s role in determining compensation for executive officers and directors.

Executive and Acquisitions Committee

Our executive and acquisitions committee consists of Messrs. Clarke (chairman), Balson, Evans, Johnson and Sloan. Between meetings of our Board of Directors, the executive and acquisitions committee has and may exercise the powers of the Board of Directors to act upon any matters which, in the view of the Chairman of the Board, should not be postponed until the next previously scheduled meeting of the Board of Directors, except for those powers expressly reserved to the Board. In particular, the executive and acquisitions committee may assist the Board of Directors in connection with capital expenditures, investments, acquisitions, financing activities and other matters. Our Board of Directors has adopted a written charter for the committee, which is available on our website.

Board Leadership

Our corporate governance guidelines provide that our Board will include a majority of independent directors. Our CEO serves as the chairman of the Board and has served as such since 2003. We believe this leadership structure has been effective. Seven of our eight directors are independent, as described below under “Director Independence.” The members of our audit committee and compensation, nominating and corporate governance committee are also independent, as described above under “Audit Committee” and “Compensation, Nominating and Corporate Governance Committee.” We do not have a lead director, but our corporate governance guidelines provide that our non-management directors will meet in executive session, without management present, as frequently as they deem appropriate, typically at the time of each regular Board meeting. The chairs of the independent Board committees rotate as presiding director, and the presiding director acts as a liaison between the non-management directors and the chairman and CEO in connection with each regular meeting. We believe that having a combined chairman and CEO, a Board with a majority of independent directors who meet regularly in executive session, and independent chairs for the Board’s audit committee and compensation, nominating and corporate governance committee provides the best form of leadership for FleetCor and our stockholders and provides an appropriate balance between strategy development and independent oversight of management. The Board of Directors believes that having our CEO serve as chairman of the Board facilitates the Board’s decision making process because Mr. Clarke possesses detailed and in-depth knowledge of the issues, opportunities and challenges facing the Company and its business and thus is best positioned to develop agendas that ensure the Board’s time and attention is focused on the most critical matters. The combined role enables decisive leadership, ensures accountability and enhances the Company’s ability to communicate its message and strategy clearly and consistently to the Company’s stockholders, employees and customers.

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Risk Oversight

Our Board is responsible for overseeing our risk management. Under its charter, the audit committee is responsible for discussing with management the annual internal audit plan, FleetCor’s major financial risk exposures, steps management has taken to monitor and control such exposures, risk management and risk assessment policies, significant findings and recommendations and management’s responses. The audit committee is also responsible for discussing with management and the independent auditors, periodically, normally on at least an annual basis, the independent auditors’ annual audit scope and plan and risk assessment and risk management policies. The Board’s other committees oversee risks associated with their respective areas of responsibility. For example, the compensation, nominating and corporate governance committee considers risks associated with our compensation policies and practices, with respect to both executive compensation and compensation generally. Our Board will regularly engage in discussing the most significant risks and how the risks are being managed, and receive reports from senior management and from committee chairs. We believe that our leadership structure, as described above, supports the risk oversight function of the Board. While we have a combined chairman and CEO, independent directors chair the audit committee and compensation, nominating and corporate governance committee, which are involved with risk oversight.

DIRECTOR INDEPENDENCE

Our corporate governance guidelines provide that a majority of our directors will be independent. Our Board of Directors has adopted director independence guidelines to assist in determining each director’s independence. These guidelines are included in our corporate governance guidelines available on our website at investor.fleetcor.com. The guidelines exceed the independence requirements of the New York Stock Exchange on which our shares are traded.

Under the director independence guidelines, the Board of Directors must affirmatively determine a director has no relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. To facilitate this determination, annually each director completes a questionnaire that provides information about relationships that might affect the determination of independence. Management provides the compensation, nominating and corporate governance committee and our Board with relevant facts and circumstances of any relationship bearing on the independence of a director or nominee that is outside the categories permitted under the director independence guidelines.

Based on the review and recommendation by the compensation, nominating and corporate governance committee, the Board of Directors analyzed the independence of each director and determined that Messrs. Balson, Buckman, Evans, Johnson, Macchia, Sloan and Stull meet the standards of independence under our director independence standards, and applicable New York Stock Exchange listing standards, including that each member is free of any relationship that would interfere with his individual exercise of independent judgment.

COMPENSATION OF DIRECTORS

Those non-employee members of our Board of Directors not affiliated with Summit Partners (currently Messrs. Balson, Buckman, Johnson, Macchia, Sloan and Stull) receive compensation for serving as directors. Restricted stock awards for 3,000 shares of common stock to Messrs. Johnson and Macchia for 2013 service were made on January 23, 2013 and vested on January 1, 2014. Restricted stock awards for 1,500 shares of common stock to Messrs. Buckman and Sloan for 2013 service were made on July 25, 2013, due to their election to the Board of Directors in July 2013, and vested on January 1, 2014. Cash compensation in the amount of $20,000 was approved for the audit committee chairman, Mr. Macchia, for 2013 service at the January 23, 2013 compensation, nominating and corporate governance committee meeting and was paid in February 2014. The decision to provide cash compensation is reviewed on an annual basis. Messrs. Balson and Stull did not receive

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compensation for board service during 2013, but will receive compensation in 2014. All members of our Board of Directors are reimbursed for actual expenses incurred in connection with attendance at Board meetings. Messrs. Clarke and Evans do not receive any compensation for service on our Board of Directors. Mr. Clarke’s compensation is described in “Compensation Discussion and Analysis.”

We believe restricted stock awards are an appropriate form of compensation for our directors because the value of the grants will increase as the value of our stock price increases, thus aligning the interests of these directors with those of our stockholders. The amount of these grants was determined based on our Board of Directors’ general experience with market levels of director compensation. We expect to continue to make annual grants of restricted stock to each of our non-employee directors (who are not otherwise affiliated with Summit Partners). Annual grants for director service are generally anticipated to have a value of approximately $175,000. The following table sets forth the total compensation granted to each person who received compensation as a director during 2013.

Messrs. Balson, Buckman, Evans, Johnson, Macchia, Sloan and Stull did not hold any stock option awards as of December 31, 2013.

DIRECTOR QUALIFICATIONS

The qualifications for directors are described in our corporate governance guidelines, which is available on our website. The following factors, among others, are assessed when considering a director’s or nominee’s qualification:

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No director should serve on more than four other public company Boards, unless the compensation, nominating and corporate governance committee determines otherwise. Directors should advise the Chairman of the Board and the chair of the compensation, nominating and corporate governance committee in advance of accepting an invitation to serve on another public company Board.

The Board of Directors does not believe that it should limit the number of terms for which a person may serve as a director or require a mandatory retirement age, because such limits could deprive us of the valuable contributions made by a director who develops, over time, significant insights into FleetCor and its operations.

The re-nomination of existing directors is not viewed as automatic, but is based on continuing qualification under the criteria stated above. In addition, the committee considers the existing directors’ performance on the Board and any committee.

SELECTION OF DIRECTOR NOMINEES

Our compensation, nominating and corporate governance committee is responsible for evaluating candidates for election to our Board of Directors. It also evaluates candidates for election to fill vacancies that may arise between annual meetings. The director qualifications referenced above under “Director Qualifications” are used to evaluate candidates. The committee may retain a third party search firm to identify director candidates and has sole authority to select the search firm and approve the terms and fees of any director search engagement.

The committee’s process for selecting nominees begins with an evaluation of the qualifications and performance of incumbent directors and a determination of whether the Board or its committees have specific unfulfilled needs. The committee considers candidates identified by the committee, other directors, executive officers and stockholders, and, if applicable, a third party search firm. Consideration would include determining whether a candidate qualifies as “independent” under the various standards applicable to the Board and its committees. The committee selects nominees to recommend to the Board, which considers and makes the final selection of director nominees and directors to serve on its committees. The committee may use whatever process it deems appropriate under the circumstances when evaluating nominees recommended by stockholders.

We do not have a formal policy regarding Board diversity. Our compensation, nominating and corporate governance committee currently believes that, while diversity and variety of experiences and viewpoints represented on the Board should be considered, a director nominee should not be chosen or excluded solely or largely because of race, gender, national origin or sexual orientation or identity. In selecting a nominee, the committee focuses on skills, expertise or background that would complement the existing directors.

STOCKHOLDER RECOMMENDATIONS OF NOMINEES

The compensation, nominating and corporate governance committee of the Board of Directors considers recommendations for candidates for nomination to the Board of Directors by a stockholder. It will consider and evaluate candidates recommended by stockholders in the same manner as candidates recommended from other sources. If the Board determines to nominate a stockholder-recommended candidate and recommends his or her election, then that nominee’s name will be included in the proxy statement for the next annual meeting. Our stockholders also have the right under our bylaws to directly nominate director candidates and should follow the procedures outlined in our bylaws.

To be timely, a stockholder’s notice to the corporate secretary regarding a direct nomination must be delivered and received no earlier than January 29, 2015, or later than February 28, 2015. However, in the event that the annual meeting is called for a date that is not within thirty days before or after May 29, 2015, notice by the stockholder must be received by the later of the tenth day following the date of the Public Announcement (as defined in our bylaws) of the date of the annual meeting and the 90th day prior to the annual meeting.

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Stockholder nominations must be addressed to: FleetCor Technologies, Inc., Attention: Corporate Secretary, 5445 Triangle Parkway, Suite 400, Norcross, Georgia 30092, DIRECTOR CANDIDATE RECOMMENDATION.

STOCKHOLDER PROPOSALS

Any proposal that a stockholder wishes to be considered for inclusion in our proxy statement and proxy card for the 2015 annual meeting of stockholders must comply with the requirements of Rule 14a-8 under the Exchange Act and must be delivered and received no later than December 19, 2014 at the following address, FleetCor Technologies, Inc., Attention: Corporate Secretary, 5445 Triangle Parkway, Norcross, Georgia 30092, STOCKHOLDER PROPOSAL. However, in the event that the annual meeting is called for a date that is not within thirty days before or after May 29, 2015, notice by the stockholder must be received a reasonable time before we begin to print and mail our proxy materials for the 2015 annual meeting of stockholders.

If a stockholder wishes to present a proposal before the 2015 annual meeting but does not wish to have a proposal considered for inclusion in our proxy statement and proxy in accordance with Rule 14a-8 or to nominate someone for election as a director, the stockholder must give written notice to our Corporate Secretary at the address noted above. To be timely, a stockholder’s notice to the Corporate Secretary must be delivered and received no earlier than January 29, 2015, nor later than February 28, 2015. However, in the event that the annual meeting is called for a date that is not within thirty days before or after May 29, 2015, notice by the stockholder must be received by the later of the tenth day following the date of the Public Announcement (as defined in our bylaws) of the date of the annual meeting and the 90th day prior to the annual meeting. Our bylaws contain specific procedural requirements regarding a stockholder’s ability to nominate a director or submit a proposal to be considered at a meeting of stockholders. The bylaws are available on our website at investor.fleetcor.com under Corporate Governance.

COMMUNICATIONS WITH THE BOARD OF DIRECTORS

The Board will give appropriate attention to written communications that are submitted by stockholders and other interested parties, and will respond if and as appropriate. We maintain on our corporate website a link explaining that stockholders and other interested parties who wish to communicate directly with the Board of Directors may do so by any of the following means:

Writing to the Board of Directors as a group or the non-management directors as a group at our headquarters mailing address to the attention of the Corporate Secretary:

Eric Dey

FleetCor Corporate Secretary

5445 Triangle Parkway, Suite 400

Norcross, GA, 30092

The Corporate Secretary reviews all written and emailed correspondence received from stockholders and other interested parties and forwards such correspondence periodically to the directors if and as appropriate.

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GOVERNANCE DISCLOSURES ON OUR WEBSITE

Complete copies of our corporate governance guidelines, committee charters and code of conduct are available on the Corporate Governance section of our website, at investor.fleetcor.com. In accordance with New York Stock Exchange rules, we may also make disclosure of the following on our website:

We will provide any of the foregoing information without charge upon written request to Corporate Secretary, FleetCor Technologies, Inc., 5445 Triangle Parkway, Suite 400, Norcross, Georgia 30092.

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INFORMATION REGARDING BENEFICIAL OWNERSHIP

OF PRINCIPAL STOCKHOLDERS, DIRECTORS, AND MANAGEMENT

This table shows common stock that is beneficially owned by our directors, our chief executive officer, our chief financial officer and our next three most highly compensated executive officers, whom we refer to as our “named executive officers” and all persons known to us to own 5 percent or more of our outstanding common stock, as of February 7, 2014. Percentages are based on 82,479,701 shares outstanding as of February 7, 2014.

AMOUNT AND NATURE OF SHARES BENEFICIALLY OWNED

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COMPENSATION DISCUSSION AND ANALYSIS

2013 Executive Overview

As discussed in our Management Discussion and Analysis contained in our annual report on Form 10-K for 2013, we accomplished the following:

The reconciliation of adjusted net income per share to our GAAP numbers is provided on page 67 of our Form 10-K for the years ended December 31, 2013, 2012 and 2011, as well as in Appendix B to this proxy statement for the years ended December 31, 2013, 2012, 2011 and 2010 (on a pro forma basis). The $1 billion of revenues, net run rate is calculated as fourth quarter 2013 revenues, net provided on page 110 of our Form 10-K for the year ended December 31, 2013 multiplied by four.

Overview of Compensation Program

The compensation committee of our Board of Directors is responsible for establishing and implementing our compensation philosophy, as detailed below. Our compensation committee evaluates and determines the levels and forms of individual compensation for our executive officers, including salaries, cash incentive compensation, bonuses and equity incentive compensation. Our compensation committee reviews and approves compensation for our executive officers periodically, generally in the first quarter of each fiscal year, based on each executive officer’s performance and our overall performance during the most recent fiscal year. The committee designs the program with the overall goal that the total compensation paid to our executive officers is fair, reasonable and competitive and includes incentives that are designed to appropriately drive corporate performance. In addition, our chief executive officer plays a significant role in reviewing the performance of the other executive officers and making compensation recommendations to the compensation committee for the executive officers (other than himself).

Compensation Philosophy

Our executive compensation program is designed to help us attract talented individuals to manage and operate all aspects of our business, to reward those individuals for the achievement of our financial and strategic goals, to retain those individuals who contribute to the success of our business and to align the interests of those individuals with those of our stockholders. We believe that annual cash incentive compensation should be linked to metrics that create value for our stockholders and the ownership by management of equity interests in our business is an effective mechanism for providing long-term incentives for management to maximize gains for stockholders.

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Our executive compensation programs are materially aligned with short and long-term Company performance and these programs include best practices designed to reflect sound corporate governance. They incent and reward our executives for achievement of short-term goals aligned with the fiscal year operating plan (annual cash incentive program) and achievement of long-term goals measured over a multi-year period (long-term equity incentive plan). In support of our long-term goals, we incent and reward our executives with performance-based restricted stock to be earned based on (1) multiple financial and performance measures (performance shares) and (2) our annual company-wide performance for achieving adjusted net income per diluted share (EPS shares). We believe the performance shares and EPS shares align the interests of executives with those of our stockholders. Also in support of our long-term goals, we incent our executives with time-based stock option awards, typically at the time of their hiring.

Target achievement criteria under our short-term and long-term incentive programs in 2013 are 100% performance-based, with the exception of new hire stock option grants made during the year which have time based vesting criteria) and our long-term incentives are 100% stock-based, so that the value of the shares earned fluctuates with stock price during the performance and vesting periods. Executives are also subject to stock ownership guidelines, and the shares they are required to hold under that program also fluctuate with stock price.

We will continue to evaluate our plans every year against various sets of market data to align our pay practices with performance.

In the paragraphs that follow, this compensation discussion and analysis describes the compensation policies and programs, the material compensation decisions we have made under those programs and policies and the material factors that we have considered in making those decisions. Following this section is a series of tables containing specific information about the compensation earned or paid in 2013 to the following individuals, to whom we refer to as our “named executive officers” or “NEOs” for purposes of this proxy statement. The discussion below is intended to explain the detailed information provided in the tables contained in this section and to put that information into context within our overall compensation program.

Our named executive officers for 2013 are:

Ronald F. Clarke—President and Chief Executive Officer

Eric R. Dey—Chief Financial Officer

John S. Coughlin—Executive Vice President—Global Corporate Development

Todd W. House—President North America Fuel Cards

John A. Reed—Global Chief Information Officer

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Overview of Elements of Compensation

As discussed in further detail below, our compensation program consists of the following five principal components:

Role of the Independent Compensation Consultant

The compensation committee retained Mercer LLC (“Mercer”) as its compensation consultant, during 2013. The consultant takes guidance from and reports directly to the compensation committee. The consultant advises the compensation committee on current and future trends and issues in executive compensation and on the competitiveness of the compensation structure and levels of our executives, including Named Executive Officers. At the request of the compensation committee and to provide context for the compensation committee’s compensation decisions made for 2014, the consultant performed the following services for the compensation committee during the second half of 2013:

The same individual consultant was retained throughout the year. The compensation consultant performed no services for the Company that were not executive or director compensation related during 2013.

Compensation Consultant Conflict of Interest and Independence Assessment

In light of new SEC and NYSE rules, we requested and received information from Mercer addressing independence and potential conflicts of interest, including the following factors: (1) other services provided to us

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by the consulting firm; (2) fees paid by us as a percentage of the consulting firm’s total revenue; (3) policies or procedures maintained by the consulting firm that are designed to prevent a conflict of interest; (4) any business or personal relationships between the individual consultants involved in the engagement and a member of the compensation committee; (5) any company stock owned by the individual consultants involved in the engagement; and (6) any business or personal relationships between our executive officers and the consulting firm or the individual consultants involved in the engagement. Based on an assessment of these factors, including information gathered from directors and executive officers addressing business or personal relationships with the consulting firm or the individual consultants, the compensation committee concluded that the work of Mercer did not raise any conflict of interest.

Peer Groups

We considered the compensation levels, programs, and practices of certain other companies to assist us in setting our executive compensation so that it is market competitive. The peer groups listed below were utilized for this purpose. As discussed previously, the compensation committee along with the compensation consultant has identified two peer groups; 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. We believe that we compete for talent with companies in each of these identified peer groups. We believe that identification of peer groups both in our industry and with comparable performance and market capitalization is useful in analyzing our payment practices and compensation programs. While we are comparable to other companies in our industry in terms of product offerings, we lead the industry and our sector in performance and total stockholder return in the past year, which may create a disconnect in how the compensation committee and market evaluate our payment practices for our industry. Thus, we believe it useful to compare ourselves to companies with similar three year performance rests, in addition to companies in our industry. The peer groups used by the compensation committee in 2013 for the establishment of 2014 compensation were developed by Mercer, based on input from management and approved by the compensation committee on October 23, 2013.

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Our performance based peer group was identified considering the sales, market capitalization, earnings before interest and taxes (EBIT) and EBIT margins on a one year and compounded three year basis of companies that also ranked in the top quartile for each of the performance metrics and companies with market capitalizations ranging from $5—$18 billion. Our identified performance based peer group includes the following companies:

Note: All financial data effective as of most recent fiscal year end (with the exception of market capitalization, which is based on August 2013 month end prices).

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Our industry based peer group was identified by considering publicly traded companies that have a business that is similar to the Company’s. At the time the peer group was constructed, our market capitalization (“market cap”) fell near the median of the group as a whole.

Note: All financial data effective as of most recent fiscal year end (with the exception of market cap, which is based on August 2013 month end prices).

The compensation committee will periodically review and updates the list of companies comprising the peer group to ensure it provides an appropriate marketplace focus.

During the second half of 2013 and for use with consideration and setting 2014 compensation, the independent consultant collected and analyzed comprehensive market data for the compensation committee’s use. The consultant presented to the compensation committee market figures based each company in the performance- based and industry-based peer groups, as well as the 25^th, 50^th and 75^th percentile of each respective peer group, to determine market for base salary, target short-term incentive opportunity and long-term incentive opportunity. The consultant used peer group proxy data as the primary data source and supplemented it as necessary with general industry information from an executive compensation database. The compensation committee reviewed the data for each of the Named Executive Officers for purposes of setting each of the elements of 2014 compensation and then made individual compensation decisions, taking into consideration such factors as performance, retention, internal equity, individual development, and succession planning, based upon each peer group. The compensation committee did not target any particular quartile or percentage in making compensation decisions. As a result, actual pay opportunities for our executives may be higher or lower than the median indicated by the peer groups.

Additionally, the compensation consultant presented the following conclusions and recommendations related to the design of our long-term incentive based compensation programs, which the compensation committee accepted and/or implemented immediately within our policies for determining long-term incentive based compensation on a go forward basis. The compensation consultant’s specific conclusions are recommendations were as follows:

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The compensation committee considered the specific conclusions and recommendations of the compensation consultant above when setting 2014 compensation for our executives, as well as for awarding long-term incentive plan stock grants during the fourth quarter of 2013.

The role of say-on-pay votes

We provide our stockholders with the opportunity to cast an advisory vote on executive compensation (a “say-on-pay proposal”) every three years. At our annual meeting of stockholders held in May 2011, a substantial majority, 96%, of the votes cast on the say-on-pay proposal at that meeting, were voted in favor of the proposal. Given this very high level of support received in our most recent say-on-pay proposal, and given there was limited discussion of the matter raised by stockholders at the 2012 or 2013 annual shareholders meetings or otherwise, the compensation committee believes this affirms stockholders’ support of our approach to executive compensation, and the Company did not change its approach in 2013. The compensation committee will continue to consider the outcome of our say-on-pay votes when making future compensation decisions for the named executive officers. A say-on-pay vote is being held at this annual meeting of stockholders. The Board is recommending that stockholders vote for the approval of executive compensation at the annual meeting.

Determining Compensation for the Named Executive Officers

The compensation committee is responsible for administering our compensation practices and making decisions with respect to the compensation paid to our named executive officers. Prior to August 2013, the compensation committee had not retained the services of a compensation consultant. Historically, compensation for our executive officers has been individualized, impacted by arm’s-length negotiations at the time of employment, and based on a variety of factors, including:

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As discussed above, the compensation committee has retained an independent compensation consultant to assist it in making compensation decisions beginning in the second half of 2013. As discussed above, the compensation committee considered the recommendations and conclusions of the compensation consultant for setting 2014 compensation for our executives. The compensation committee also considered the specific conclusions and recommendations of the compensation consultant when it determined long-term incentive plan stock grants awarded during the fourth quarter of 2013.

Our chief executive officer plays a significant role in reviewing the performance of the other executive officers and making compensation recommendations to the compensation committee for the executive officers who report directly to him (including the Named Executive Officers), the Company’s performance relative to goals approved by the compensation committee, individual performance versus personal objectives and other individual contributions to the Company’s performance. When discussing performance evaluations and setting compensation levels for our executive officers, the compensation committee works closely with our chief executive officer; however, the compensation committee has the discretion to reject or modify the recommendations of our chief executive officer. Our chief executive officer does not participate in determining or recommending the amount of his own compensation.

Our chief executive officer annually evaluates the executive officers’ performance with the compensation committee and makes recommendations for base salary, cash incentive awards and grants of long- term equity incentive awards for all executive officers, other than himself. Based on these recommendations from our chief executive officer and in consideration of the objectives described above, market data provided by Mercer, and the principles described below, the compensation committee determined and approved the annual compensation packages of all our executive officers.

Compensation mix and how each element fits into our overall compensation objectives

The compensation committee strives to achieve an appropriate mix between cash payments and equity incentive awards in order to meet our compensation objectives. Our compensation committee does not have any formal policy for allocating compensation between short-term and long-term compensation and cash and non-cash compensation. We believe the most important indicator of whether our compensation objectives are being met is our ability to motivate our executive officers to deliver superior performance and retain them to continue their careers with us on a cost-effective basis.

Our mix of compensation elements is designed to reward recent results, motivate long-term performance 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 recent results. These awards support our annual operating plan and are earned only if we meet the performance goals established by the compensation committee. Discretionary bonuses are designed to reward for performance above and beyond our operating plan or to round payments to a specific award amount. These bonuses are awarded at the discretion of the compensation committee.

Equity awards are our chosen vehicle to motivate long-term performance and align our executives’ interests with those of our stockholders. Equity awards are granted in the form of stock options and performance-based restricted stock. Stock options have value for our executives only if our stock price increases. Some performance-based restricted stock has value to our executives only if the executive meets the performance goal established by the compensation committee. Other performance-based restricted stock has value to our executives only if the Company meets its performance metrics (e.g., earnings per share).

While we have typically provided cash compensation (base salary) and a cash incentive opportunity to each executive in each year, we have not historically provided equity compensation to each executive on an annual basis. We make equity grants designed to encourage a specific performance goal or to reward an executive for extraordinary performance in a particular year. In determining the size of an equity award the compensation committee considers relative job responsibility, the value of existing unvested awards, individual performance history, prior contributions to the Company, the size of prior grants, arm’s-length negotiation at the time of an

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executive’s hiring and availability of shares in our pool. The compensation committee considers cash compensation and equity compensation separately, and therefore the grant of an equity award in one year does not impact the potential cash compensation to that executive for the same year.

The compensation committee applies the same compensation policies to all of our executive officers with the overall goal that the total compensation paid to our executive officers is fair, reasonable and competitive and includes incentives that are designed to appropriately drive corporate performance. The ultimate compensation levels earned by the named executive officers reflect the application of these policies to the varying roles and responsibilities of the executives. Generally, the greater the responsibility of the executive and the greater the potential impact of the executive on revenue and net income growth, the higher the potential compensation that can be earned by the executive. In addition, the compensation committee is aware of the competitive market for executive compensation based upon market data provided by Mercer, which reflects a meaningful variation between the chief executive officer and other executive positions for each element of compensation.

Our chief executive officer has the greatest responsibility in managing and driving the performance of our company. He joined our company in 2000, and has managed our significant growth through a combination of organic initiatives, product and service innovation and over 60 acquisitions of businesses and commercial account portfolios, growing our revenue from $33.0 million in 2000 to $895.2 million in 2013. As a result of our compensation committee’s assessment of our chief executive officer’s role and responsibilities within our company, his nearly thirteen years of service to our company and the competitive market for chief executive officer compensation, there is a significant compensation differential between his compensation levels and those of our other named executive officers.

Components of Compensation

Historically, we have not applied specific formulas to set compensation, nor have we sought to benchmark our compensation programs against similarly situated companies. However, beginning with compensation decisions for 2014, the compensation committee engaged Mercer to help benchmark the Company’s payment practices against other companies in our performance-based and industry-based peer groups. In 2013, the compensation committee also considered the specific conclusions and recommendations of the compensation consultant for long-term incentive plan stock grants awarded during the fourth quarter of 2013. The components of compensation include base salary, annual cash incentive compensation, discretionary bonuses, long-term equity incentive awards and benefits and perquisites are set forth below.

Base salary

Initial base salaries for our executive officers are typically negotiated at arm’s-length at the time of hiring. Base salaries are reviewed annually and adjusted from time to time, taking into account individual responsibilities, individual performance for the year, the experience of the individual, current salary, retention incentives, internal equity and the compensation committee’s evaluation of the competitive market, based on its general market experience. No particular weight is assigned to each factor. In 2013, our compensation committee completed their review and accordingly, Messrs. Clarke, Dey, House and Coughlin received base salary increases effective January 1, 2013.

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Bonus

The compensation committee may also grant discretionary bonuses based on its subjective evaluation of company performance and the executive officers’ performance during the year. Discretionary bonus grants to the named executive officers for 2013 performance are discussed below.

Annual cash incentive compensation

Our compensation committee typically provides for an annual cash incentive program for our executive officers. The annual cash incentive program is intended to compensate our executive officers for achieving company-wide and/or individual or business unit performance goals that are important to our success during the fiscal year. Certain goals, which tie directly to our operating budget, we believe, are attainable with good performance. Other goals, which we refer to as “stretch targets”, are considered far more difficult to achieve and in general require extraordinary performance to attain. Our compensation committee approves all targets and payouts, in consultation with our chief executive officer. Executives are eligible for payments only if they are employed by us both on the last day of the applicable fiscal year and on the actual payment date of the incentive award.

In March 2013, the compensation committee approved our 2013 annual cash incentive program for our executive officers employed at that time. The primary objectives of the program were to provide an incentive for superior work, to motivate our employees toward even higher achievement and business results, to tie our employees’ goals to Company performance and to enable us to attract and retain highly qualified individuals.

The annual cash incentive program was intended to compensate our executives for the achievement of both our annual financial goals and individual or business unit performance objectives, as outlined below, and was structured to result in significant compensation payouts if targets were achieved. Our compensation committee set the target payout levels, generally as a percentage of base salary, for the executive officers based on recommendations from the chief executive officer (except with respect to his own level). The compensation committee determined these target payout levels based on a combination of factors, including each executive’s role and responsibilities, experience and skills, expected contribution to the Company and potential impact on revenue and net income growth. Mr. Clarke’s target payout level was set at 100% of his base salary and had the opportunity to earn an additional 60% based on stretch goals. Mr. Dey’s target payout level was set at 50% of his base salary and had the opportunity to earn an additional 20% based on stretch goals. Mr. Coughlin’s target payout level was set at 50% of his base salary and had the opportunity to earn an additional 50% based on stretch goals. Mr. House’s target payout level was set at 50% of his base salary and had the opportunity to earn an additional 17% based on stretch goals. Mr. Reed’s bonus objective were not set during the year due to mid-year hiring and thus, in accordance with his offer letter, was eligible to receive $50,000, or 33% of his annual salary, prorated for the period during 2013 in which he was employed by the Company. In addition, if performance goals are not achieved by each named executive officer, he may receive no payment under our annual cash incentive program.

2013 Performance goals and results. Our compensation committee structured the 2013 annual cash incentive program to include a combination of company-wide, business unit and individual performance goals, as appropriate, for the named executive officers. Individual or business unit performance goals are tied to the particular area of expertise and responsibilities of the executive and his performance in attaining those objectives. Our named executive officers prepare recommendations regarding their individual or business unit performance goals, which are reviewed by our chief executive officer and approved by the compensation committee.

The 2013 performance goals for each named executive officer that participated in the program are described below. Certain of these goals could be paid out in amounts up to 200% of the individual target amounts for performance exceeding objectives. Other goals could be paid out in amounts as low as 50% of the individual target amounts if actual performance achieved minimum thresholds. Certain of these goals are based on achieving earnings per share target based on adjusted net income. Adjusted net income is GAAP net income adjusted to eliminate non-cash stock-based compensation expense related to share-based compensation awards,

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amortization of deferred financing costs and intangible assets, amortization of the premium recognized in the purchase of receivables and adjusted for the income tax effect of such items. The reconciliation of adjusted net income per share to our GAAP numbers is provided on page 67 of our Form 10-K for the fiscal year ended December 31, 2013.

Mr. Clarke was eligible to receive (i) 40% of his target award, or $350,000, if we achieved a 2013 adjusted net income per diluted share of $3.71, (ii) 40% of this target award, or $350,000, if we achieved growth targets through acquisitions and new partner deals, (iii) 10% of his target award, or $87,500, if we achieved organizational expansions in certain of our product offerings in certain of our businesses, and (iv) 10% of his target award, or $87,500, for the successful recruitment of two new directors to the Board of Directors. The Company achieved adjusted net income per diluted share of $4.05 for the year ended December 31, 2013 and exceeded the target performance described in (i) above and Mr. Clarke attained 200%, or $700,000, of this award. Mr. Clarke attained 150% of his award described in (ii) above, or $525,000, by closing a prescribed number of acquisitions and new partner deals in 2013. Mr. Clarke attained 50%, or $43,750, of his award described in (iii) above with the achievement of a portion of the expansion targets prescribed in 2013 and 100% of the award described in (iv) above, or $87,500.

Mr. Dey was eligible to receive (i) 20% of his target award, or $32,500, with the successful extension of our credit facility with prescribed terms, (ii) 40% of his target award, or $65,000, if we achieved growth targets through acquisitions and those acquired businesses delivered on their stub period budgets, (iii) 20% of his award, or $32,500, for the successful hiring of key executives in certain of our businesses, and (iv) 20% of his target award, or $32,500, for the signing of a specified type of service provider, and with the signing, achieving prescribed cost savings over the prior period. The target performance described in (i) and (iii) above were achieved and Mr. Dey attained 100%, of each of these awards, totaling $65,000. Mr. Dey attained 150% of his award described in (ii) above, or $97,500, by closing a prescribed number of acquisitions during 2013 that also met their budgeted profit plans for the year. Mr. Dey did not attain the target for his award described in (iv) above.

Mr. Coughlin was eligible to receive 100% of his target award, or $162,500, by closing a prescribed number of acquisitions in 2013. Mr. Coughlin exceeded his target number of new acquisitions closed and achieved 150% of his target award, $243,750.

Mr. House was eligible to receive (i) 34% of his target award, or $55,250, if he achieved certain profitability results in businesses he directly manages, (ii) 33% of his target award, or $53,625, if he achieved certain sales targets in three certain products, equally weighted, for which he directly manages, and (iii) 33% of his target award, or $53,625, if he achieved certain volume growth targets associated with two certain product offerings, equally weighted, that he directly manages. Mr. House exceeded the target performance described in (i) above and attained 150%, or $82,875, of this award. Mr. House achieved two of three sales targets described in (ii) above and attained 67%, or $35,750, of this award. Mr. House achieved one of the two volume growth targets described in (iii) above and attained 50%, or $26,813, of this award.

The annual incentive award amounts earned by each named executive officer under our cash incentive program are included in the Non-Equity Incentive Plan Compensation column in the Summary Compensation Table for 2013.

2013 Discretionary bonuses. The compensation committee determined to award additional discretionary bonuses to certain of our named executive officers for 2013. The compensation committee determined to award a discretionary bonus to Mr. Clarke of $143,750 in recognition of the Company’s continued strong performance. In addition, Messrs. Dey, Coughlin and House received discretionary bonuses of $12,500, $81,250 and $29,384, respectively. For Mr. Dey, the compensation committee determined to award a discretionary bonus in recognition of his exemplary performance in 2013. Mr. Coughlin received a discretionary bonus in recognition of

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significantly exceeding his target annual incentive objectives during 2013, closing seven acquisitions in 2013. Mr. House received a discretionary bonus in recognition of the continued growth and performance of businesses he manages over previous years.

Mr. Reed was eligible to receive a $50,000 bonus based on the terms of his offer letter dated June 19, 2013, Mr. Reed’s bonus objective were not set during the year due to mid-year hiring and thus, in accordance with his offer letter, he was eligible to receive and was paid $50,000, or 33% of his annual salary, prorated for the period during 2013 in which he was employed by the Company.

The discretionary bonus amounts earned by each named executive officer for 2013 are included in the Bonus column in the Summary Compensation Table.

2014 Annual cash incentive program. The compensation committee has approved a 2014 annual cash incentive program that is materially consistent with our 2013 program. Each executive officer will have the opportunity to earn a target award based on Company-wide targets and/or individual targets. In March 2014, the compensation committee approved the 2014 annual cash incentive program based upon the recommendations of our chief executive officer, considering the results of the analysis presented by the compensation consultant.

Long-term equity incentive awards

The goal of our long-term, equity-based incentive awards is to motivate long-term performance and align the interests of our executive officers with the interests of our stockholders. Many of our equity awards require achievement of performance goals for the awards to vest. For other awards, because vesting is based on continued employment, our equity-based incentives also encourage the retention of our executive officers through the vesting period of the awards. We have not historically provided equity awards (in the form of stock options or performance-based restricted stock) to our executives on an annual basis. In 2010, the compensation committee established a three-year program to award performance-based restricted stock to executive officers based on Company-wide performance (e.g. EPS) in 2011, 2012 and 2013. This compensation committee decided to continue this program through 2014.

We typically use equity awards to compensate our executives in the form of (1) initial grants in connection with the commencement of employment and additional “refresher” grants when an executive has vested in his or her existing grants and (2) grants designed to encourage specific performance goals. To date there has been no set program for the award of refresher grants, and our compensation committee retains discretion to make equity awards at any time, including in connection with the promotion of an executive, to reward an executive, for retention purposes or for other circumstances. Our compensation committee has established a pool of shares available for equity awards. All awards are subject to the availability of shares from this pool.

We believe that stock options are an effective tool for meeting our compensation goals because executives are able to profit from stock options only if our stock price increases relative to the stock option’s exercise price. In addition, we believe that performance-based restricted stock and stock awards are an effective tool for meeting our compensation goals because the conditions to vesting motivate the achievement of performance goals and the value of the grants will increase as the value of our stock price increases.

In determining the size of the long-term equity incentives to be awarded to our executives, we take into account a number of internal factors, such as the relative job scope, the value of existing long-term incentive awards, individual performance history, prior contributions to the Company, the size of prior grants, arm’s-length negotiation at the time of an executive’s hiring and availability of shares in our pool. Our chief executive officer makes equity award grant recommendations for each executive, considering the recommendations of our compensation consultant, including our named executive officers (other than himself). Grant recommendations are presented to the compensation committee for its review and approval.

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Prior to our initial public offering, we granted options and performance-based restricted stock to our employees, including executive officers, under the FleetCor Technologies, Inc. Amended and Restated Stock Incentive Plan, which we refer to as our “2002 Plan.” Since our initial public offering, we have granted options, performance-based stock options, restricted stock and performance-based restricted stock to our employees, including our executive officers, under the FleetCor Technologies, Inc. 2010 Equity Compensation Plan, which we refer to as our “2010 Plan.”

The compensation committee may, at any time and from time to time, amend, modify or terminate any outstanding award. Award modifications may be made in order to realign the performance objectives of the award with the current goals of the company and role of the participant in the Company. Award modifications are revalued at the date of modification in accordance with applicable accounting guidance.

Stock option grants. The exercise price of each stock option grant is the fair market value of our common stock on the grant date (closing stock price). Stock option awards to our named executive officers typically vest ratably over a period of four to six years and are attainable with continued employment through the vesting period. We believe our vesting schedules generally encourage long-term employment with the Company while allowing our executives to realize compensation in line with the value they have created for our stockholders.

Performance-based restricted stock grants. Certain of our performance-based restricted stock grants contain individual or business unit performance conditions. Such shares typically do not vest until these performance conditions have been satisfied. Performance conditions are generally set as stretch targets. Stretch targets are set so that approximately 25% of awarded performance-based restricted stock grants will be earned, based on individual or business unit performance conditions. In 2013, approximately 53% of stretch targets related to performance-based restricted stock grants were attained. The excess earning of these performance based restricted stock awards over the target is indicative of the performance of the Company during the same period.

We also provide performance-based restricted stock grants based on Company-wide performance conditions. The compensation committee approved a three year program for granting of performance-based restricted stock grants based on the Company achieving adjusted earnings per share targets in 2011, 2012 and 2013. This program awarded each executive officer annual grants tied to Company-wide goals and helped align their interests and compensation with those of our stockholders. We refer to these awards as EPS grants. The Company has historically attained its performance goals and thus these EPS grants have historically vested at 100%. The EPS grants award program was reviewed in 2014 and approved by the compensation committee for continuance in 2014.

2013 Equity awards. During 2013, we granted the following equity awards to our named executive officers:

As previously stated, the goals of our long-term, equity-based incentive awards are to motivate long-term performance and align the interests of our executive officers with the interests of our stockholders. Many of our equity awards require achievement of performance goals for the awards to vest. For other awards, because vesting is based on continued employment, our equity-based incentives also encourage the retention of our executive officers through the vesting period of the awards. We do not typically provide equity awards (in the form of stock options or performance-based restricted stock) to our executives on an annual basis other than as part of the EPS shares program described above. As such, the grants of equity awards in any one year to an executive are not indicative of the long-term nature of the compensation package of the executive.

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2013 Equity Awards—Chief Executive Officer

The compensation committee independently considered Mr. Clarke’s long-term equity incentive compensation in 2013, including the analysis and recommendations of the compensation consultant. The compensation committee considered the history of grants to Mr. Clarke, the rationale for the grants and the relative vesting/performance criteria established for those grants, the historical performance of the Company, as well as anticipated future performance of the Company when determining appropriate grants in 2013. At the time the Company went public in 2010, the compensation committee concluded it was appropriate to incentivize Mr. Clarke to grow the Company’s stock price. As such, Mr. Clarke received a grant of restricted shares upon initial public offering, which vested based upon the trading value of the Company’s common stock reaching a specified price over a specified period of time. This grant contained market based performance criteria, which vested as the Company’s common stock price reached 1.25, 1.50, 1.75 and 2.00 times the public offering price ($23) for a 30 day period, or double the Company’s stock price ($46 per share).

The Company and its stockholders have benefited from the success of the Company during 2013, including 42% year over year growth in the Company’s adjusted net income per diluted share in the first half of 2013 over the comparable period in 2012. The compensation committee took into account the following performance when considering new grants to Mr. Clarke under our long-term equity compensation program: the significant growth of adjusted net income per diluted share in 2013; the successful completion of several accretive acquisitions and several new private label partner agreements during 2013; a 100% increase in the Company’s stock price from $53.65 per share at December 31, 2012 to $107.08 per share at October 10, 2013; and a $4.4 billion increase in the Company’s market capitalization from $4.4 billion at December 31, 2012 to $8.8 billion at October 10, 2013.

Therefore, on October 11, 2013, the compensation committee, after engagement and consideration of the recommendations of the compensation consultant, granted Mr. Clarke 317,000 shares of market based performance restricted shares, which will vest upon fulfillment of the following criteria: the average closing price of the Company’s common stock is at least $92, or 4 times the Company’s IPO price, during a sixty consecutive business day trading period that begins on or after the grant date and ends on or before September 30, 2017, and Mr. Clarke remains employed by the Company through the later of the sixty day period in which the performance criteria is achieved or the time period established. If the performance hurdle is achieved, the market based performance restricted shares will vest as follows:

In addition to the performance hurdle related requirements described above, Mr. Clarke must also be employed by the Company on the date of vesting to receive the shares. This market based performance share award was granted with time based criteria, in addition to the market based performance criteria, to ensure the long-term focus on the business by Mr. Clarke, as well as to encourage his retention as our Chairman and Chief Executive Officer. The market based performance criteria related to this award was approved as achieved by the compensation committee on January 23, 2014; as such, remaining tranches under this award will vest in accordance with the remaining time based criteria discussed above.

2013 Equity Awards—Other Named Executive Officers

In 2010, the compensation committee established a three-year program to award performance-based restricted stock to executive officers based on Company-wide performance (e.g. adjusted net income per diluted share). For this program, the compensation committee granted Messrs. Dey, Coughlin and House 3,000 shares of

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performance-based restricted stock in January 2013, which required the company to achieve a 2013 adjusted net income per diluted share target of $3.71. These shares were granted as part of our program to tie compensation to organization wide performance. As the Company achieved adjusted net income per diluted share of $4.05, which was above the target amount in 2013, these shares vested in January 2014. Based on consideration of the recommendations of our chief executive officer and the compensation consultant, the compensation committee decided to continue this program for 2014.

Additionally as part of this same EPS performance based restricted shares program, the compensation committee approved a grant of 1,500 shares of performance-based restricted stock to Mr. Reed in July 2013, upon his hiring, utilizing the same prescribed target for adjusted net income per diluted share as shares granted to Messrs. Dey, Coughlin and House described above. The number of shares in his grant was prorated compared to our other executives due to his mid-year hiring. As stated previously, the Company achieved adjusted net income per diluted share above the target amount in 2013 and this award of 1,500 shares vested in January 2014. In addition, the compensation committee approved a grant to Mr. Reed of 50,000 stock options, upon his hiring in July 2013, with an exercise price equal to the fair market value of our common stock on the date of grant, 25% of which will vest on each of July 1, 2014, 2015, 2016 and 2017. These performance-based restricted share grants and stock option grants were provided to Mr. Reed as a part of his compensation package upon hire.

The same performance metric of adjusted net income per diluted share was utilized as a target under our annual cash incentive program for Mr. Clarke in 2013. The compensation committee made the determination to use this target for Mr. Clarke to emphasize the importance of increasing shareholder value and incentivize him consistently with other executives, as he does not participate in the restricted stock EPS incentive compensation program. Furthermore, adjusted net income per diluted share was not used as target under our annual cash incentive program for any of our named executive officers.

Benefits and perquisites

We provide benefits and perquisites to our named executive officers as described below.

We offer all U.S.-based employees the opportunity to participate in a 401(k) plan. The general purpose of our 401(k) plan is to provide employees with an incentive to make regular savings contributions in order to provide additional financial security during retirement. Our 401(k) plan provides that we match 25% of an employee’s contribution, up to an employee contribution of 4% of salary. Our named executive officers participate in this 401(k) plan on the same basis as all of our other participating employees.

We provide to all of our eligible employees, including our named executive officers, health and welfare benefits and we pay the premiums for these benefits on behalf of our named executive officers. We provide to our named executive officers life insurance benefits, long-term care insurance and concierge doctor services and pay the premiums on their behalf.

We do not provide any nonqualified deferred compensation arrangements or defined benefit pension plans to our named executive officers.

Severance and Change of Control Benefits

Under their employment agreements or offer letters, and pursuant to our historic practice, our executive officers are generally entitled to certain severance and change of control benefits. 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

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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, 2013, this included 1,250,000 options and 244,615 shares of Company common stock. The purchase price would be at the fair market value. 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 his then-current salary, upon execution of a general release, if he is 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. For a further discussion of these benefits, see “Employment agreements and offer letters” and “Potential payments on termination or change in control.”

Our stock option and restricted stock award agreements under our 2002 Plan do not provide for accelerated vesting under any circumstances. Under our 2010 Plan and the related stock option and stock grant agreements, all conditions to the exercise of outstanding options and issuance or forfeiture of outstanding stock grants will be deemed satisfied as of the effective date of a change in control, if as a result of a change in control all of the outstanding options and stock grants granted under the 2010 Plan are not continued in full force and effect or there is no assumption or substitution of the options and stock grants (with their terms and conditions unchanged) in connection with such change in control. In addition, if outstanding options or stock grants are continued in full force and effect or there is an assumption or substitution of the options and stock grants in connection with a change in control, then any conditions to the exercise of an employee’s outstanding options and any issuance and forfeiture conditions of outstanding stock grants will automatically expire and have no further force or effect on or after the date that the employee’s service terminates, if the employee’s employment with FleetCor is terminated at our initiative for reasons other than “cause” (as defined in the 2010 Plan) or is terminated at the employee’s initiative for “good reason” (as defined in the 2010 Plan) within the two-year period starting on the date of the change in control.

A change in control means, generally:

Executive Equity Ownership Guidelines

Our executive officers are encouraged to hold significant equity interests in the company. Our Board expects the following executive officers to own or to acquire, within five years of appointment to such officer position or within five years from December 31, 2010, whichever is later, shares of our common stock having a market value of a multiple of his or her base salary as indicated below:

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Our Board recognizes that exceptions to this policy may be necessary or appropriate in individual cases, and the chairman of the compensation, nominating and corporate governance committee may approve such exceptions from time to time, as he deems appropriate.

Hedging and Pledging

Derivative securities are securities, contracts or arrangements whose value varies in relation to the price of our securities. For example, derivative securities would include exchange-traded put or call options, as well as individually arranged derivative transactions, such as prepaid forwards. Many forms of derivatives are speculative in nature (meaning that their value fluctuates based on short-term changes in the price of our shares), and the purchase or sale of such derivatives by our employees could motivate them to take actions that are in conflict with the long-term interests of other stockholders and could also cause the appearance of misuse of inside information. Accordingly, our employees, officers and directors are prohibited by our insider trading compliance policy from purchasing or selling derivative securities, entering into derivatives contracts relating to our stock or otherwise engaging in hedging transactions. The prohibition on hedging transactions does not apply to stock options and other interests issued under our employee benefit plans. Furthermore, the Company with our insider trading compliance policy prohibits executive officers and directors from pledging or otherwise using as collateral shares of our common stock.

Section 162(m)

Section 162(m) of the Code limits a public company’s deduction for federal income tax purposes to not more than $1 million of compensation paid to certain executive officers in a calendar year. Compensation above $1 million may be deducted if it is “performance-based compensation.” Our compensation committee evaluates the effects of compensation limits of Section 162(m) and provides compensation in a manner consistent with our best interests and those of our stockholders.

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NAMED EXECUTIVE OFFICER COMPENSATION

Summary Compensation Table for 2013

The following table shows the compensation for each of the named executive officers for 2013, 2012 and 2011, calculated in accordance with SEC rules and regulations. The amounts presented below in column (3), “Stock Awards,” and column (4), “Option Awards,” of the Summary Compensation Table represent the grant date fair value of awards granted to the named executive officers and may not reflect the actual value to be realized by each executive officer. Variables that can affect the actual value realized by the named executive officer include achievement levels of performance targets, economic and market risks associated with stock and option awards and performance unit valuation based on the market price of FleetCor’s stock. The actual value realized by the named executive officer will not be determined until the time of vesting in the case of restricted stock, and performance-based restricted stock, or until option exercise in the case of option awards.

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Grants of Plan-Based Awards for 2013

The following table provides information about awards granted in 2013 to each of the named executive officers.