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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): September 2, 2021

WORLD FUEL SERVICES CORPORATION

(Exact name of registrant as specified in its charter)

Florida

(State or other jurisdiction of
incorporation)

1-9533

(Commission File

Number)

59-2459427

(I.R.S. Employer

Identification No.)

9800 N.W. 41st Street

Miami, Florida

(Address of principal executive offices)

33178

(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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered

Common Stock, par value $0.01 per share	INT	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02. Departures of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d) Effective September 2, 2021, the Board of Directors (the “Board”) of World Fuel Services Corporation (the “Company”) elected Jill B. Smart as a director of the Company. Ms. Smart will serve as a member of the Compensation and Governance committees.

Ms. Smart will receive the standard non-employee director compensation for serving on the Board and its committees, including 3,516 restricted stock units representing a pro-rated portion of the annual equity grant, which will vest on the earlier of: (i) the day prior to the Company’s 2022 annual meeting of shareholders or (ii) May 21, 2022. The Company also entered into a director indemnification agreement with Ms. Smart, the form of which was previously filed as Exhibit 99.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 24, 2003.

There is no arrangement or understanding between Ms. Smart and any other person pursuant to which Ms. Smart was selected as a director of the Company. Ms. Smart is also not a party to any transaction that would require disclosure under Item 404(a) of Regulation S-K.

A copy of the Company’s press release announcing the election of Ms. Smart is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

(d)	Exhibits

	Exhibit No.	Description

	99.1	Press Release, dated September 7, 2021.

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: September 7, 2021	World Fuel Services Corporation



	/s/ Amy Avalos Quintana
	Amy Avalos Quintana
	Senior Vice President, Chief Corporate Counsel and Corporate Secretary

EXHIBIT INDEX

Exhibit		Description
99.1		Press Release, dated September 7, 2021.

Exhibit 99.1

World Fuel Services Corporation Names Jill B. Smart to the Board of Directors

MIAMI--(BUSINESS WIRE)--September 7, 2021--World Fuel Services Corporation (NYSE: INT) today announced the appointment of Jill B. Smart to the Board of Directors of the company.

“We are delighted to have Jill join our Board of Directors,” said Michael J. Kasbar, chairman and chief executive officer. “She is an accomplished human resources executive who brings a wealth of expertise in human capital management and executing organizational transformation. Jill’s skill set will be a strategic asset to our company and help us accelerate our long-term growth objectives.”

Ms. Smart spent more than 33 years at Accenture plc, a global professional services company, before retiring in 2014 after having served as Accenture’s Chief Human Resources Officer for the last 10 years. As CHRO, she was responsible for all aspects of Accenture’s global human resources ("HR") agenda including resource planning, recruitment, onboarding, training and development, staffing and deployment, performance management, employee engagement, succession planning and transitions. Prior to her various HR management roles at Accenture, Ms. Smart held business integration consulting positions for clients in a variety of industries, focusing on integration strategy, technology, business processes, functional applications and human performance components.

Since 2015, Ms. Smart has served as President of the National Academy of Human Resources (NAHR), which recognizes individuals and institutions in the HR profession for their achievements and advances the work of the HR profession through research and outreach. Ms. Smart has served as a member of the board of directors of EPAM Systems, Inc. (NYSE: EPAM), a leading global product development and platform engineering services company, since 2016 and currently serves as the chair of its compensation committee. In addition, Ms. Smart is a director at AlixPartners, LLC, a results-driven global management consulting firm that specializes in helping businesses address their most complex and critical challenges, a director at HireRight, LLC, a market-leading provider of on-demand employment background checks and screening, and a member of the advisory board at Cerity Partners LLC, an SEC-registered investment advisor and wealth management firm. Ms. Smart is the founder and CEO of JBSmart Consulting, LLC, where she provides HR advisory and coaching services.

Ms. Smart is a Fellow of the National Academy of Human Resources and the Human Resources Policy Institute, as well as a member of the Peer Roundtable for CHROs and the G100 Talent Consortium Advisory Board. Ms. Smart is also a past Trustee of the University of Illinois Board of Trustees and is currently a member of the University’s President’s Advisor Council, the Dean’s Business Council at the Gies College of Business, and the University of Illinois’ Chicago Athletic Advisory Board.

Ms. Smart will serve as a member of the company’s Compensation and Governance committees.

About World Fuel Services Corporation

Headquartered in Miami, Florida, World Fuel Services is a global energy management company involved in providing energy procurement advisory services, supply fulfillment and transaction and payment management solutions to commercial and industrial customers, principally in the aviation, marine and land transportation industries. 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.

For more information, visit www.wfscorp.com.

Contacts

Ira M. Birns, Executive Vice
President & Chief Financial Officer

Glenn Klevitz, Vice President,
Treasurer & Investor Relations
(305) 351-4763
investors@wfscorp.com