CORPAY, INC.

The proposal asks the Board to adopt a policy (and amend governing documents if necessary) requiring that the offices of Chair and CEO be held by separate persons and that the Chair be an independent director, while allowing the Board to appoint an interim non-independent Chair during an accelerated search. It states that a Lead Independent Director is not a substitute for an independent Chair and suggests phased implementation at CEO contract renewal or the next CEO transition. The submission cites prior shareholder support (48% at the 2024 meeting) and points to recent company-specific governance and performance concerns — including announced investigations and stock price weakness in 2025 — as reasons for stronger, independent board leadership. The proposal frames the change as intended to enhance impartial oversight, management accountability, transparency, and long-term shareholder confidence.