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WORLD KINECT CORP

For the period ended Jun 5, 2025. Filed Apr 25, 2025.

View on SEC.gov

About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Jun 5, 2025 · Filed Apr 25, 2025

WKC$35.70-2.6%Stored close · as of Nov 6, 2026
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Contents

Proxy Summary

This proxy summary highlights information contained elsewhere in this proxy statement and does not contain all information that you should review and consider. Please read the entire proxy statement with care before voting.

2025 Annual Meeting

DATE AND TIMEThursday, June 5, 2025, at 8:00 a.m., Eastern TimeLOCATIONOur meeting will be held at the offices of Norton Rose Fulbright US LLP, 1301 Avenue of the Americas, 30th Floor, New York, New York 10019.RECORD DATEApril 10, 2025VOTINGOur shareholders are entitled to one vote per share of common stock owned on the record date of April 10, 2025 for each matter properly presented at the Annual Meeting.
Proposals and Board RecommendationGeneral Information
Board’s Voting•Stock Symbol: WKC•Exchange: New York Stock Exchange ("NYSE")•Shares of Common Stock Outstanding as of the Record Date: 56,627,253•Registrar & Transfer Agent: EQ Shareowner Services•Corporate Website: world-kinect.com•Investor Relations Website: ir.world-kinect.comNamed Executive Officers•Michael J. Kasbar—Chairman and CEO•Ira M. Birns—President and CFO•John P. Rau—Chief Operating OfficerCorporate Governance Best Practices All Independent Directors Except CEO Annual Election of Directors Board With Broad Experience Annual Board and Committee EvaluationsCompensation Best Practices Robust Stock Ownership Guidelines Clawback Policy Restrictive Covenants for Executives No Excise Tax Gross-Ups No Hedging/No Pledging
ProposalRecommendation
Election of DirectorsFOR EACHNOMINEE
Advisory Vote on Executive CompensationFOR
Ratification of PricewaterhouseCoopers LLP as Our Independent Registered Public Accounting Firm for the 2025 Fiscal YearFOR
Approval of the Company’s 2025 Omnibus PlanFOR
Board Meeting InformationBoard Meetings in 2024: 4Standing Board Committee Meetings in 2024:Audit (8), Compensation (7), Governance (4), Sustainability & Corporate Responsibility (4), Technology & Operations (4)Director Nominees
NameDirectorSinceIndependent
Michael J. Kasbar1995
Ken Bakshi2002
Jorge L. Benitez2015
Sharda Cherwoo2020
Richard A. Kassar2002
Jeffrey M. Kottkamp2025
John L. Manley2010
Stephen K. Roddenberry2006
Paul H. Stebbins1995
World Kinect 2025 Proxy Statement3

Proxy Summary

Forward-Looking Statements

This proxy statement contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The forward-looking statements include, without limitation, any statement that may predict, forecast, indicate or imply future results, performance or achievements, and may contain the words "believe," "anticipate," "expect," "estimate," "project," "could," "would," "will," "will be," "will continue," "plan," or words or phrases of similar meaning. For factors that could cause actual results to differ materially from the results and events anticipated by such forward-looking statements, see the cautionary statements and risk factor disclosures contained in our Securities and Exchange Commission ("SEC") filings, including our most recent Annual Report on Form 10-K filed with the SEC. 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, except as required by law. Information on, or that can be accessed through, our website is not, and shall not be deemed to be, a part of this Proxy Statement or incorporated into any other filings we make with the SEC.

2024 Highlights

$139MMCapital Returned to Shareholders(1)$260MMOperating Cash Flow
$200MMProceeds from the sale of our Avinode Business21%Increase in Regular Quarterly Dividend

(1) Consists of shares repurchased and dividends.

“In 2024, our focus on efficient capital allocation and operational efficiencies yielded strong results, enabling us to generate strong cash flow and repurchase $100 million of our shares during the year. We also continued to sharpen our portfolio in 2024, as demonstrated with the sale of our Avinode business and our business in Brazil. We are committed to continuing to streamline our land operations in 2025, shedding additional assets as necessary and reallocating capital to improve our financial returns.”– Michael J. Kasbar, Chairman and Chief Executive Officer

4World Kinect 2025 Proxy Statement

Proxy Summary

Shareholder Engagement

Who we engage:•Institutional shareholders•Equity research analysts•Proxy advisory firms•Industry thought leaders•Investment bankersHow we engage:•Shareholder engagement program•Quarterly earnings calls•Investor conferences•One-on-one meetings•Annual shareholder meeting2024-2025 Highlights:Each year, World Kinect engages with our shareholders to discuss our investment strategy, explain the Compensation Committee's process and decisions regarding executive compensation, update shareholders on our sustainability and corporate responsibility initiatives, and understand our shareholders' perspectives on our company. As part of our 2024 outreach efforts, we reached out to many of our top shareholders and met one-on-one with those interested. In most cases, these meetings were attended by our Compensation Committee Chair. Additionally, in March 2024, we held our investor day where we presented medium-term financial goals and our strategic vision for the Company. At the event, we welcomed over 170 participants, including key shareholders and other institutional stakeholders.Between our one-on-one meetings and our investor day, in 2024 we met with shareholders representing ~25% of our outstanding shares.
How we communicate:•Proxy statement•Annual report•SEC filings•Press releases•Investor relations website•Investor meetings•Sustainability reportTopics we discuss:•Business strategy•Financial performance and capital allocation•Corporate governance•Board composition and nomination process•Board leadership•Executive compensation design•Strategic transformational awards•Climate-related risks and opportunities•Sustainability and corporate responsibility initiatives
World Kinect 2025 Proxy Statement5

Proxy Summary

Board of Directors

Our Board’s objective is to maintain a membership with broad backgrounds that can best further the success of our business and represent shareholders through the exercise of sound judgment informed by a wide array of experience and perspectives. Our Board committees, with all independent members, oversee our risk management programs and our business initiatives to ensure that these are aligned with our business strategy, while our dedicated Sustainability & Corporate Responsibility Committee oversees our sustainability matters. For 2025, our director nominees are as follows:

Director Nominees

Committee Membership
Name and Primary Occupation · Independent · Age · Director Since · Diverse Director* · A · C · G · S · T
Michael J. Kasbar Chairman and Chief Executive Officer World Kinect Corporation681995
Ken Bakshi Managing Partner Trishul Capital Group LLC and Trishul Advisory Group LLC752002lll
Jorge L. Benitez Retired Chief Executive Officer, North America Accenture plc652015lll
Sharda Cherwoo Retired Senior Partner Ernst & Young LLP662020lll
Richard A. Kassar Retired Vice Chairman Freshpet, Inc.782002llll
Jeffrey M. Kottkamp Retired Senior Partner Deloitte & Touche LLP642025
John L. Manley Retired Senior Partner Deloitte & Touche LLP762010ll
Stephen K. Roddenberry Partner Akerman LLP762006l
Paul H. Stebbins Chairman Emeritus World Kinect Corporation681995l
A – AuditS – Sustainability & Corporate Responsibility– Chair
C – CompensationT – Technology & Operationsl – Member
G – Governance* – Includes women and ethnic minorities

Board Snapshot

INDEPENDENCEOF THE BOARDAGE DIVERSITY OFINDEPENDENT DIRECTORSAVERAGE TENURE OFINDEPENDENT DIRECTORS
6World Kinect 2025 Proxy Statement

Proxy Summary

Sustainability and Corporate Responsibility

At World Kinect, we are focused on driving sustainable value for our customers, stakeholders and the planet. Recognizing that under any scenario possible with today’s technology, conventional forms of energy will remain an important part of the energy mix for the near future, we are committed to helping progress the complex transition, while simultaneously focusing on reducing emissions and meeting the world’s growing demand. That is why we are embedding sustainability into our core business, sharing our knowledge and best practices across the value chain and investing in future technology and innovation.

Recent Highlights

In 2024, we announced a new commercial agreement with JetBlue to bring blended SAF to one of its largest airport locations, further supporting our ambition to grow a consistent supply network for SAF in the U.S. East Coast. Under the terms of the initial 12-month agreement, JetBlue is expected to take delivery of a minimum of 1 million gallons of unblended sustainable aviation fuel (approximately 3.3 million gallons blended).

In 2024, we entered into a new commercial agreement for the delivery of blended sustainable aviation fuel to Miami International Airport, marking one of the first regular deliveries of blended SAF into the State of Florida. Under the terms of the agreement, we plan to deliver approximately 60 million gallons of ISCC certified blended SAF over a two-year period.

“World Kinect’s evolution from a broker and reseller to the global distribution leader we are today reflects a history of deliberate transformation and strategic growth. Over the past decade, we have navigated through significant macroeconomic shifts and geopolitical challenges. If there is one thing we’ve been able to demonstrate, it is our resiliency and agility to be able to adapt through it all. Looking ahead, our focus remains on delivering tailored energy solutions that drive measurable outcomes for our customers and long-term value for our shareholders. By combining operational excellence with exceptional talent, World Kinect is positioned to thrive as a leader in the global energy transition.”– Michael J. Kasbar, Chairman and Chief Executive Officer

Compensation Highlights

Executive Compensation Practices

We are committed to sound executive compensation practices✓rigorous performance targets and metrics✓multi-year vesting and performance periods✓prohibition on hedging and short sales✓stock ownership and retention guidelines✓no repricing of awards✓clawback policy✓no extensive perquisites✓no tax gross-ups on perquisites or change of control benefits✓double-trigger change of control provisions, with no liberal change of control definitions✓no pension or other supplemental benefits✓annual compensation risk assessment✓independent compensation consultant

For additional information about our executive compensation practices, see “Compensation Discussion and Analysis,” beginning on page 46.

World Kinect 2025 Proxy Statement7

Proxy Summary

Pay-for-Performance Alignment

Our executive compensation program is designed to attract and retain our executives and motivate them to deliver results that support our growth strategy. We structure our executive compensation program to directly align our compensation levels with current and future performance that creates value for our shareholders, employees, customers and other stakeholders. Consistent with that objective, we select performance metrics and targets that we believe, if achieved, will translate into strong financial performance both in the short- and long-term, resulting in positive returns for our shareholders and other stakeholders. For 2024, 86% of our CEO’s target compensation was at risk, and 77% of our other NEOs’ target compensation was at risk, with compensation value specifically tied to our stock price performance and/or achievement of rigorous, pre-established performance metrics.

TARGET COMPENSATION MIX

CHIEF EXECUTIVE OFFICERAVERAGE OF OTHER NEOS

2024 Executive Compensation

We earned nearly 91% approval in 2024 from our shareholders for our named executive officer compensation program but are nonetheless committed to continuing to refine our program to help ensure increased alignment with shareholder interests and market best practices. Below are highlights of our 2024 executive compensation program:

No changes to NEOs’ 2024 target total compensation•2022-2024 performance-based restricted stock units (PRSUs) earned at 112% of target, which is the first time our NEOs’ PRSU awards have been earned since the 2017-2019 awards, which vested in 2020. •Modified our 2024 annual incentive program in response to shareholder input by:◦increasing the weighting of the program’s financial metric component from 60% to 75%;◦reducing the number of strategic objectives and the allocated weighting in the program from 40% to 25%; and◦allocating a specific weighting to each strategic objective to provide additional transparency to shareholders of the Compensation Committee’s assessment of the relative importance of each objective and performance achieved (subject to the cap of 100% of target for the strategic objectives).

8World Kinect 2025 Proxy Statement

Proxy Summary

2024 NEO ANNUAL COMPENSATION

Annual Incentive Program(2)
NEOsAnnual Base Salary($)Long-Term Incentive(1)($)Amount($)% of TargetTotal($)
Michael J. KasbarChairman and CEO1,000,0004,500,0001,146,50066%6,646,500
Ira M. BirnsPresident and CFO700,0001,550,000491,50066%2,741,500
John P. RauChief Operating Officer700,0001,550,000491,50066%2,741,500

Grant date value consisting of 60% performance-based restricted stock units (at target) and 40% service-based restricted stock units. Reflects the target award values approved by the Compensation Committee, which differ from the accounting grant date fair values as calculated in accordance with ASC 718 and presented in the “Summary Compensation Table” and the “Grants of Plan-Based Awards” table.

75% based on adjusted EBITDA and 25% based on strategic objectives. The financial component based on adjusted EBITDA was earned at 58% of target (after accounting for the sale of the Avinode Group, as described below), and strategic objectives were earned at 88% of target.

World Kinect 2025 Proxy Statement9

Proposal 1 — Election of Directors

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