The company and D.E. Shaw will jointly select a second director who will join the board later. The board added technology executive Annabelle Bexiga in January and said it expects one of its "longer tenured directors will retire," later.
Fleetcor, which is valued at $14 billion and is
headquartered in Atlanta, has seen its stock price drop 22% over
the last 52 weeks as investors have become frustrated with how
its businesses are linked together.
Investors have expressed concern about the fuel card
business as the industry shifts more to electric vehicles.
On Monday, investors sent the company's stock up more 7% at
$201.57 in morning trading.
As part of the agreement, the board will review the
company's portfolio and create a new committee to review
strategic alternatives including the separation or sale of one
or more of its businesses.
The review will complement an ongoing "business
simplification plan" and should be finished by the end of 2023,
the company said.
Ronald Clarke, who has served as Fleetcor's chief executive
since 2000, could see his compensation increase significantly if
the stock price climbs high enough.
According to a regulatory filing, Clarke could earn more
than $100 million if the stock price hits $400 a share by the
end of 2024. If the stock price does not hit at least $350 a
share, Clarke would get nothing.
The announcements come after weeks of discussions with D.E.
Shaw, which owns an unspecified stake in the company.
D.E. Shaw, oversees more than $60 billion in assets and
occasionally pushes for changes at companies. In December, it
reached an agreement with Fidelity National Information Services . Two months later the company announced plans to spin
off its Merchant Solutions business, which will be named
Worldpay.
When D.E. Shaw encourages corporate boards to rethink
strategy, the hedge fund prefers to conduct talks out of the
limelight and often surfaces publicly only after an agreement
has been signed.
Last year, D.E. Shaw settled with parcel delivery firm FedEx to add two directors and will have a say in appointing a
third one. It pushed Verisk Analytics to become a pure
play insurance data business and in October Verisk announced a
deal to sell its energy-consulting arm, Wood Mackenzie.
(Reporting by Svea Herbst-Bayliss, Editing by Louise Heavens
and Bill Berkrot)
