UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549


FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934



Date of Report (Date of earliest event reported):  May 29, 2014

WORLD FUEL SERVICES CORPORATION
(Exact name of registrant as specified in its charter)

Florida

1-9533

59-2459427

(State or other jurisdiction of

incorporation)

(Commission File

Number)

(I.R.S. Employer

Identification No.)


9800 N.W. 41st Street, Suite 400

Miami

33178

(Address of principal executive offices)

(Zip Code)


Registrant’s telephone number, including area code: (305) 428-8000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Item 5.07.  Submission of Matters to a Vote of Security Holders.

On May 29, 2014, World Fuel Services Corporation (the “Company”) held its annual meeting of shareholders.  The matters voted upon and the results of the vote were as follows:

Proposal 1: Election of Directors

The shareholders elected all of the Company’s nominees for director for one-year terms expiring on the date of the annual meeting in 2015 or until their successors are duly elected and qualified.

       
Nominee Votes For Votes Withheld Broker Non-Votes
Michael J. Kasbar 59,498,286 4,167,675 6,802,530
Paul H. Stebbins 59,998,938 667,023 6,802,530
Ken Bakshi 59,501,111 1,164,850 6,802,530
Richard A. Kassar 52,019,457 8,646,504 6,802,530
Myles Klein 59,504,306 1,161,655 6,802,530
John L. Manley 59,710,437 955,524 6,802,530
J. Thomas Presby 59,450,872 1,215,089 6,802,530
Stephen K. Roddenberry 59,274,664 1,391,297 6,802,530

Proposal 2: Non-Binding, Advisory Vote on Executive Compensation

The shareholders approved, by a non-binding, advisory vote, the compensation of the Company’s named executive officers.

Votes For   Votes Against   Abstentions   Broker

Non-Votes

59,888,512 614,218 163,231 6,802,530

Proposal 3: Ratification of Appointment of Independent Registered Certified Public Accounting Firm

The shareholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered certified public accounting firm for the 2014 fiscal year.

Votes For   Votes Against   Abstentions   Broker

Non-Votes

67,094,569 204,337 169,585

Proposal 4: Reapproval of the Material Terms of the Performance Measures under the 2006 Omnibus Plan.

The shareholders re-approved the material terms of the performance measures under the World Fuel Services Corporation 2006 Omnibus Plan (as amended and restated).

Votes For   Votes Against   Abstentions   Broker

Non-Votes

59,005,687 1,513,318 146,956 6,802,530

Item 8.01 Other Events.

On June 2, 2014, the Company announced that its board of directors has renewed the company’s share repurchase program, authorizing the purchase of up to $65 million in common stock. This board action replaces the remainder of the previously announced October 2008 share repurchase authorization. A copy of the press release announcing the repurchase program is filed as Exhibit 99.1 to this Form 8-K.


Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit
No.
  Description
 
99.1 Press Release, dated June 2, 2014.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date:

June 2, 2014

 

World Fuel Services Corporation

 
 

/s/ R. Alexander Lake

 

 

R. Alexander Lake

Senior Vice President, General Counsel and

Corporate Secretary


EXHIBIT INDEX

Exhibit

 

Description

99.1

Press Release, dated June 2, 2014.

Exhibit 99.1

World Fuel Services Corporation Announces Renewal of Share Repurchase Program

MIAMI--(BUSINESS WIRE)--June 2, 2014--World Fuel Services Corporation (NYSE:INT), a leading global fuel logistics company, principally engaged in the marketing, sale and distribution of aviation, marine and land fuel and related products and services, today announced that its Board of Directors has renewed the company’s share repurchase program, authorizing the purchase of up to $65 million in common stock. This board action replaces the remainder of the previously announced October 2008 share repurchase authorization.

Share repurchases may be made from time to time in the open market or through privately negotiated transactions. The timing and amount of shares to be repurchased under the program will depend on market conditions, share price, securities law and other legal requirements and factors. The program does not require the purchase of any minimum number of shares, has no expiration date and may be suspended or discontinued at any time without prior notice.

“The renewed availability under our share repurchase program demonstrates our continued confidence in World Fuel’s business model and long-term strategy, and reflects our commitment to delivering value to our shareholders,” said Ira M. Birns, executive vice president and chief financial officer. “The additional capacity will allow us to continue to consider repurchases from time to time, when we feel our shares are undervalued, principally to offset the dilutive impact of employee stock awards.”

Information Relating to Forward-Looking Statements

This release includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding our expectations about our business model and long-term strategy and plans for share repurchases. These forward-looking statements are qualified in their entirety by cautionary statements and risk factor disclosures contained in the company’s Securities and Exchange Commission (“SEC”) filings, including the company’s Annual Report on Form 10-K filed with the SEC on February 14, 2014. Actual results may differ materially from any forward-looking statements due to risks and uncertainties, including, but not limited to: our ability to capitalize on new market opportunities, our ability to effectively integrate and derive benefits from acquired businesses, potential liabilities and the extent of any insurance coverage, the outcome of pending litigation and other proceedings, the impact of quarterly fluctuations in results, the creditworthiness of our customers and counterparties and our ability to collect accounts receivable, fluctuations in world oil prices or foreign currency, changes in political, economic, regulatory, or environmental conditions, adverse conditions in the markets or industries in which we or our customers and suppliers operate, our failure to effectively hedge certain financial risks associated with the use of derivatives, non-performance by counterparties or customers on derivatives contracts, loss of, or reduced sales, to a significant government customer, uninsured losses, the impact of natural disasters, adverse results in legal disputes, unanticipated tax liabilities, our ability to retain and attract senior management and other key employees and other risks detailed from time to time in the company’s SEC filings. New risks emerge from time to time and it is not possible for management to predict all such risk factors or to assess the impact of such risks on our business. Accordingly, we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, changes in expectations, future events, or otherwise.

About World Fuel Services Corporation

Headquartered in Miami, Florida, World Fuel Services is a leading global fuel logistics company, principally engaged in the marketing, sale and distribution of aviation, marine and land fuel and related products and services on a worldwide basis. World Fuel Services sells fuel and delivers services to its clients at more than 8,000 locations in more than 200 countries and territories worldwide.

The company's global team of market makers provides deep domain expertise in all aspects of aviation, marine and land fuel management. Aviation customers include commercial airlines, cargo carriers, private aircraft and fixed base operators (FBOs), as well as the United States and foreign governments. World Fuel Services' marine customers include international container and tanker fleets, cruise lines and time-charter operators, as well as the United States and foreign governments. Land customers include petroleum distributors, retail petroleum operators, and industrial, commercial, and government accounts. The company also offers transaction management services which consist of card payment solutions and merchant processing services to customers in the aviation, marine and land transportation industries. For more information, call 305-428-8000 or visit www.wfscorp.com.

CONTACT:
World Fuel Services Corporation
Ira M. Birns, 305-428-8000
Executive Vice President & Chief Financial Officer