SEC Info - World Fuel Services Corp - ‘10-K’ for 12/31/19

World Fuel Services Corp – ‘10-K’ for 12/31/19 – ‘EX-4.1’

On: Friday, 2/28/20, at 5:39pm ET · As of: 3/2/20 · For: 12/31/19 · Accession #: 1628280-20-2590 · File #: 1-09533

As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/02/20 World Fuel Services Corp 10-K 12/31/19 104:17M Workiva Inc Wde… FA01/FA

Document/Exhibit Description Pages Size 1: 10-K Annual Report HTML 2.14M 2: EX-4.1 Instrument Defining the Rights of Security Holders HTML 39K 3: EX-21.1 Subsidiaries List HTML 66K 4: EX-23.1 Consent of Experts or Counsel HTML 29K 5: EX-31.1 Certification -- §302 - SOA'02 HTML 37K 6: EX-31.2 Certification -- §302 - SOA'02 HTML 37K 7: EX-32.1 Certification -- §906 - SOA'02 HTML 35K 101: R1 Cover Page HTML 90K 46: R2 Consolidated Balance Sheets HTML 124K 29: R3 Consolidated Balance Sheets (Parenthetical) HTML 46K 74: R4 Consolidated Statements of Income and HTML 127K Comprehensive Income 99: R5 Consolidated Statements of Income and HTML 35K Comprehensive Income (Parenthetical) 45: R6 Consolidated Statements of Shareholders' Equity HTML 98K 28: R7 Consolidated Statements of Cash Flows HTML 148K 69: R8 Consolidated Statements of Cash Flows HTML 42K (Parenthetical) 103: R9 Basis of Presentation, New Accounting Standards HTML 107K and Significant Accounting Policies 71: R10 Accounts Receivable HTML 52K 104: R11 Acquisitions and Divestitures HTML 53K 44: R12 Derivative Instruments HTML 254K 31: R13 Restructuring HTML 55K 70: R14 Property and Equipment HTML 63K 102: R15 Goodwill and Identifiable Intangible Assets HTML 100K 43: R16 Debt, Interest Income, Expense and Other Finance HTML 70K Costs 30: R17 Commitments and Contingencies HTML 54K 73: R18 Shareholders' Equity HTML 185K 100: R19 Income Taxes HTML 207K 53: R20 Fair Value Measurements HTML 203K 14: R21 Business Segments, Geographic Information and HTML 153K Major Customers 76: R22 Summary Quarterly Information (Unaudited) HTML 86K 83: R23 Revenue from Contracts with Customers HTML 101K 52: R24 Leases HTML 160K 13: R25 Basis of Presentation, New Accounting Standards HTML 137K and Significant Accounting Policies (Policies) 75: R26 Basis of Presentation, New Accounting Standards HTML 53K and Significant Accounting Policies (Tables) 82: R27 Accounts Receivable (Tables) HTML 46K 50: R28 Acquisitions and Divestitures (Tables) HTML 48K 15: R29 Derivative Instruments (Tables) HTML 270K 33: R30 Restructuring (Tables) HTML 55K 47: R31 Property and Equipment (Tables) HTML 62K 97: R32 Goodwill and Identifiable Intangible Assets HTML 144K (Tables) 67: R33 Debt, Interest Income, Expense and Other Finance HTML 65K Costs (Tables) 34: R34 Commitments and Contingencies (Tables) HTML 33K 48: R35 Shareholders' Equity (Tables) HTML 179K 98: R36 Income Taxes (Tables) HTML 200K 68: R37 Fair Value Measurements (Tables) HTML 300K 32: R38 Business Segments, Geographic Information and HTML 156K Major Customers (Tables) 49: R39 Summary Quarterly Information (Unaudited) (Tables) HTML 86K 17: R40 Revenue from Contracts with Customers (Tables) HTML 89K 54: R41 Leases (Tables) HTML 116K 88: R42 Basis of Presentation, New Accounting Standards HTML 71K and Significant Accounting Policies - 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Exhibit 4.1

DESCRIPTION OF REGISTRANT’S CAPITAL STOCK

REGISTERED PURSUANT TO SECTION 12 OF THE

SECURITIES EXCHANGE ACT OF 1934

The following description of the terms of the World Fuel Services Corporation (the “Company”) capital stock sets forth certain general terms and provisions of our common stock. This section also summarizes relevant provisions of the Florida Business Corporation Act, which we refer to as the “FBCA.” The terms of our Restated Articles of Incorporation and Amended and Restated By-Laws, as well as the terms of the FBCA, are more detailed than the general information provided below. Therefore, you should carefully consider the actual provisions of these documents.

Our authorized capital stock consists of 100,000,000 shares of common stock, $0.01 par value per share (“common stock”), and 100,000 shares of preferred stock, $1.00 par value per share.

Common Stock

Voting Rights. Each outstanding share of our common stock is entitled to one vote per share.

Dividends. All shares of common stock participate equally in dividends when and as declared by our Board of Directors (our “Board”) from time-to-time out of funds properly available for the payment of dividends.

Liquidation Rights. In the event of the liquidation of our company, subject to the rights, if any, of the holders of any outstanding shares of our preferred stock, the holders of our common stock are entitled to share pro rata in the distribution of our remaining assets upon a liquidation, dissolution or winding up.

The holders of our common stock have no cumulative voting, preemptive, subscription, conversion, redemption or sinking fund rights.

Preferred Stock

Pursuant to our Restated Articles of Incorporation, our Board, without further action by our shareholders, is authorized to issue 100,000 shares of preferred stock in one or more classes or series. Our Board may fix the rights, preferences, privileges and voting powers of the shares of preferred stock, including dividend rights, conversion rights, redemption privileges, and preferences on liquidation or dissolution of each class or series of preferred stock. The shares of preferred stock could have voting or conversion rights that could adversely affect the voting power or other rights of holders of our common stock. The issuance of shares of preferred stock also could have the effect, under certain circumstances, of delaying, deferring, or preventing a change of control of the Company.

Anti-Takeover Effects of our Restated Articles of Incorporation and Amended and Restated By-Laws

Our Amended and Restated By-Laws contain advance notice procedures for shareholders to make nominations of candidates for election as directors or to bring other business before the annual meeting of shareholders. As specified in our Amended and Restated By-Laws, director nominations and the proposal of business to be considered by shareholders may be made only (a) pursuant to the corporation’s notice of meeting, (b) by or at the direction of our Board (or any duly authorized committee thereof) or (c) by any shareholder who (i) is a shareholder of record at the time of giving of the notice provided for in our Amended and Restated By-Laws and at the time of the annual meeting, (ii) is entitled to vote for the election of Directors at such meeting and (iii) complies with the notice and other procedures set forth in our Amended and Restated By-Laws.

To be timely, a nomination of a director by a shareholder or notice for business to be brought before an annual meeting by a shareholder must be delivered to the Secretary of the Company not less than 90 days nor more than 120 days prior to the first anniversary of the preceding year’s annual meeting; provided, however, that in the event that the date of an annual meeting is advanced by more than 30 days or delayed by more than 60 days from such anniversary date, for notice by the shareholder to be timely, it must be delivered not earlier than the close of business on the 120th day prior to such annual meeting and not later than the close of business on the 90th day prior to such annual meeting, or if the first public announcement of the date of such annual meeting is less than 100 days prior to the date of such annual meeting, the 10th day following the day on which public announcement of the date of such meeting is first made.

Furthermore, as noted above, the issuance of shares of preferred stock could have the effect, under certain circumstances, of delaying, deferring, or preventing a change of control of the Company.

Anti-Takeover Provisions of Florida Law

We are subject to certain anti-takeover provisions that apply to public corporations under Florida law. Pursuant to Section 607.0901 of the FBCA, a publicly held Florida corporation may not engage in a broad range of business combinations or other extraordinary corporate transactions with an “interested shareholder” without the approval of the holders of two-thirds of the outstanding voting shares of such corporation (excluding shares held by the interested shareholder), unless:


•	the transaction is approved by a majority of disinterested directors;


•	the interested shareholder has owned at least 80% of the corporation’s outstanding voting shares for at least three years preceding the announcement date;


•	the interested shareholder is the beneficial owner of at least 90% of the outstanding voting shares of the corporation, exclusive of shares acquired directly from the corporation in a transaction not approved by a majority of the disinterested directors; or


•	the consideration paid to the holders of the corporation’s voting stock is at least equal to certain fair price criteria.

An “interested shareholder” is defined as a person who together with affiliates and associates beneficially owns more than 15% of a corporation’s outstanding voting shares. We have not made an election in our Amended and Restated Articles of Incorporation to opt out of Section 607.0901.

In addition, we are subject to Section 607.0902 of the FBCA which prohibits the voting of shares in a publicly held Florida corporation that are acquired in a “control share acquisition” unless (i) our Board approved such acquisition prior to its consummation or (ii) after such acquisition, in lieu of prior approval by our Board, the holders of a majority of the corporation’s voting shares, exclusive of shares owned by officers of the corporation, employee directors or the acquiring party, approve the granting of voting rights as to the shares acquired in the control share acquisition. A “control share acquisition” is defined as an acquisition that immediately thereafter entitles the acquiring party to exercise or direct the exercise of the voting power of the corporation in an election of directors within any of the following ranges of voting power:


•	one-fifth or more but less than one-third of all voting power;


•	one-third or more but less than a majority of all voting power; or


•	a majority or more of all voting power.

These statutory provisions may prevent takeover attempts that might result in a premium over the market price for shares of our common stock.

Transfer Agent

The transfer agent for our common stock is EQ Shareowner Services.

Listing

Our common stock is listed on the New York Stock Exchange under the trading symbol “INT.”

As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/23/24 World Kinect Corp. 10-K 12/31/23 110:15M Workiva Inc Wde… FA01/FA 2/24/23 World Kinect Corp. 10-K 12/31/22 110:16M Workiva Inc Wde… FA01/FA 2/25/22 World Kinect Corp. 10-K 12/31/21 110:19M Workiva Inc Wde… FA01/FA 8/09/21 World Kinect Corp. S-8 8/09/21 3:102K Workiva Inc Wde… FA01/FA 3/01/21 World Kinect Corp. 10-K 12/31/20 108:16M Workiva Inc Wde… FA01/FA 8/07/20 World Kinect Corp. S-8 8/07/20 3:92K Toppan Merrill/FA

World Fuel Services Corp – ‘10-K’ for 12/31/19 – ‘EX-4.1’

On: Friday, 2/28/20, at 5:39pm ET · As of: 3/2/20 · For: 12/31/19 · Accession #: 1628280-20-2590 · File #: 1-09533

Previous ‘10-K’: ‘10-K’ on 3/1/19 for 12/31/18 · Next: ‘10-K’ on 3/1/21 for 12/31/20 · Latest: ‘10-K’ on 2/23/24 for 12/31/23 · 6 References:

Annual Report — Form 10-K — Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

‘EX-4.1’ — Instrument Defining the Rights of Security Holders

This Exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

6 Subsequent Filings that Reference this Filing

World Fuel Services Corp – ‘10-K’ for 12/31/19 – ‘EX-4.1’

On: Friday, 2/28/20, at 5:39pm ET · As of: 3/2/20 · For: 12/31/19 · Accession #: 1628280-20-2590 · File #: 1-09533

Annual Report — Form 10-K — Sect. 13 / 15(d) – SEA’34Filing Table of Contents

‘EX-4.1’ — Instrument Defining the Rights of Security Holders

This Exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

6 Subsequent Filings that Reference this Filing

Annual Report — Form 10-K — Sect. 13 / 15(d) – SEA’34
Filing Table of Contents