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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.          )

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WORLD FUEL SERVICES CORPORATION

9800 Northwest 41st Street
Miami, Florida 33178

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 29, 201525, 2017

April 14, 201513, 2017

              Notice is hereby given that the Annual Meeting of Shareholders of WORLD FUEL SERVICES CORPORATION will be held on Thursday, May 29, 2015,25, 2017, at 8:00 a.m., Eastern Time, at ourthe offices of Chadbourne & Parke LLP located at 9800 Northwest 41st Street, Miami, Florida 331781301 Avenue of the Americas, New York, NY 10019 for the following purposes:

1.

To elect as directors the nineeight nominees named in the attached proxy statement;



2.

To conduct a non-binding, advisory vote on executive compensation;



3.

To conduct a non-binding, advisory vote on the frequency of future advisory votes on executive compensation;



4.

To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered certified public accounting firm for the 20152017 fiscal year; and



4.5.

To transact such other business as may properly come before the annual meeting or any adjournment or postponement thereof.

              These matters are more fully discussed in the accompanying proxy statement.

              Shareholders of record at the close of business on April 2, 2015March 29, 2017 are entitled to notice of and to vote at the meeting and any adjournment thereof.

              Whether or not you expect to be present at the meeting, please vote using the Internet, by telephone or by mail, in each case by following the instructions in our proxy statement. Shareholders who execute a proxy may nevertheless attend the meeting, revoke their proxy and vote their shares in person.

		By Order of the Board of Directors WORLD FUEL SERVICES CORPORATION
		R. Alexander Lake, Jr. SeniorExecutive Vice President, General CounselChief Legal Officer and Corporate Secretary

              We mailed a Notice of Internet Availability of Proxy Materials containing instructions on how to access our proxy statement and annual report for the year ended December 31, 20142016 on or about April 14, 2015.13, 2017.

Our proxy statement and annual report are available online at: www.proxyvote.com

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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.

The following summary of our executive compensation program highlights our commitment to executive compensation practices that align the interests of our executives and shareholders. For a comprehensive discussion of our executive compensation, see "Compensation Discussion and Analysis", beginning on page 31 of this proxy statement.

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We believe good governance is critical to achieving long-term shareholder value. The following table summarizes certain highlights of our corporate governance practices, policies and highlights. For a comprehensive discussion of our corporate governance policies, see "Corporate Governance", beginning on page 13 of this proxy statement.

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WORLD FUEL SERVICES CORPORATION
9800 Northwest 41st Street
Miami, Florida 33178

PROXY STATEMENT

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON THURSDAY, MAY 29, 201525, 2017

The proxy materials listed below are available to you at www.proxyvote.com. You will need your 12-digit control number found on your proxy card, voter instruction form or Notice of Internet Availability to access these materials:

•

our annual report for the fiscal year ended December 31, 2014;2016;



•

our 20152017 proxy statement (including all attachments thereto);



•

the proxy card; and



•

any amendments to the foregoing materials that are required to be furnished to shareholders.

              Among other things, this proxy statement contains information regarding (i) the date, time and location of the meeting; (ii) a list of the matters being submitted to theour shareholders; and (iii) information concerning voting for these matters at the meeting.

INTRODUCTION

              This proxy statement is furnished to the shareholders of World Fuel Services Corporation in connection with the solicitation of proxies by the Board of Directors, or the "Board", for the 20152017 annual meeting of shareholders, or the "Annual Meeting". The terms "World Fuel", "Company," "we," "our" and "us" used in this proxy statement refer to World Fuel Services Corporation and its subsidiaries unless the context otherwise requires.

              We are utilizing the Securities and Exchange Commission, or SEC,"SEC", rule allowing companies to furnish proxy materials to their shareholders over the Internet. In accordance with this rule, on or about April 14, 2015,13, 2017, we sent our shareholders at the close of business on April 2, 2015March 29, 2017 a Notice of Internet Availability of Proxy Materials for the Annual Meeting, which we refer to as the "Notice". The Notice contains instructions on how to access our proxy statement and annual report and vote online. If you received a Notice and would like to receive a printed copy of our proxy materials from us instead of downloading a printable version from the Internet, please follow the instructions included in the Notice for requesting such materials at no charge.

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QUESTIONS AND ANSWERS ABOUT OUR ANNUAL MEETING

What Isis the Date, Timedate, time and Placeplace of the Annual Meeting?

              Our Annual Meeting will be held on Friday,Thursday, May 29, 2015,25, 2017, at 8:00 a.m., Eastern Time, at ourthe offices of Chadbourne & Parke LLP located at 9800 Northwest 41st Street, Miami, Florida 33178.1301 Avenue of the Americas, New York, NY 10019.

What am I Being Askedbeing asked to Vote Onvote on and Whatwhat is the Board Recommendation?recommendation?

              At the Annual Meeting you will be asked to vote on the following threefour proposals. Our Board recommendation for each of these proposals is set forth below:

              You will also be asked to consider and act upon such other business as may properly come before the Annual Meeting.

Who Is Entitledis entitled to Votevote at the Annual Meeting?

              Only holders of record of our common stock at the close of business on April 2, 2015,March 29, 2017, the record date for the Annual Meeting, are entitled to notice of, and to attend and vote at the Annual Meeting, or any postponements or adjournments of the meeting. At the close of business on the record date, 72,180,87969,061,810 shares of our common stock were issued and outstanding and were held by approximately 342 holders of record.outstanding.

What Isis the Difference Betweendifference between a Shareholdershareholder of Recordrecord and a Beneficial Owner?beneficial owner?

              If your shares are registered directly in your name with our transfer agent, Wells Fargo Shareowner Services, you are considered, with respect to those shares, the "shareholder of record."

              If your shares are held by a brokerage firm, bank, trustee, other agent or record holder, each sometimes referred to as a "nominee", you are considered the "beneficial owner" of shares held in street name. The Notice has been forwarded to you by your nominee who is considered, with respect to those shares, the shareholder of record. As the beneficial owner, you have the right to direct your nominee on how to vote your shares by following their instructions for voting by telephone or on the

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Internet or, if you specifically request a copy of the printed materials, you may use the voting instruction card included in such materials.

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What Do I Need to Bring with Me in Order to Attend the Annual Meeting?

                If you are a shareholder of record, you will need to bring with you to the Annual Meeting any proxy card that is sent to you and valid photo identification. Otherwise, you will be admitted only upon other verification of record ownership at the admission counter.

                If you are the beneficial owner of shares held in street name, bring with you to the Annual Meeting your most recent brokerage statement or a letter from your bank, broker, trustee, agent or other record holder indicating that you beneficially owned sharesvoting rights of our common stock on April 2, 2015 and valid photo identification. We can use that to verify your beneficial ownership of common stock and admit you to the Annual Meeting.If you intend to vote at the Annual Meeting, you also will need to bring to the Annual Meeting a legal proxy from your bank, broker, trustee, agent or other holder of record that authorizes you to vote the shares that the record holder holds for you in its name.

What Are the Voting Rights of Our Shareholders?shareholders?

              Our shareholders have one vote per share of our common stock owned on the record date for each matter properly presented at the Annual Meeting. For example, if you owned 100 shares of our common stock at the close of business on April 2, 2015,March 29, 2017, you can cast 100 votes for each matter properly presented at the Annual Meeting. Holders of our common stock have no cumulative voting rights.

What Constitutesconstitutes a Quorum?quorum?

              A quorum will be present at the Annual Meeting if holders of a majority of the issued and outstanding shares of our common stock on the record date are represented at the Annual Meeting in person or by proxy. If a quorum is not present at the Annual Meeting, we expect to postpone or adjourn the Annual Meeting to solicit additional proxies. Abstentions and broker non-votes (as described below) will be counted as shares present and entitled to vote for the purpose of determining the presence or absence of a quorum.

What Are "Broker Non-Votes"are "broker non-votes" and How Are They Treated?how are they treated?

              A "broker non-vote" occurs when a bank, broker, trustee, agent or other holder of record holding shares for a beneficial owner withholds its vote on a particular proposal because that holder does not have discretionary voting power for such proposal and has not received instructions from the beneficial owner. If your broker is the shareholder of record, your broker is required to vote your shares in accordance with your instructions. If you do not give instructions to your broker, the rules of the New York Stock Exchange, or "NYSE", allow brokers the discretionary authority to vote your shares with respect to "routine" matters but not "non-routine" matters.

              The table below sets forth, for each proposal on the ballot, whether a broker can exercise discretion and vote your shares absent your instructions. If they cannot, such broker non-vote will not be counted as a vote cast and will therefore have no impact on the approval of the proposal.

              If other matters are properly brought before the Annual Meeting and they are not considered routine under the applicable NYSE rules, shares held by a bank, broker or other holder of record holding shares for a beneficial owner will not be voted on such non-routine matters by that holder unless that

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holder has received voting instructions. As stated above, broker non-votes are counted as present for the purpose of determining whether a quorum is present.

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How Are Abstentions Treated?are abstentions treated?

              Abstentions will not be counted as votes cast in the final tally of votes with regard to any proposal. Therefore, abstentions will have no effect on the outcome of any proposal. As stated above, abstentions will be counted for the purpose of determining whether a quorum is present.

Will My Shares Be Votedmy shares be voted if I Do Not Provide My Proxy?do not provide my proxy?

              If your shares are held in the name of a bank, broker or other holder of record, they may be voted by the bank, broker or other holder of record with respect to "routine" matters (as described above under the caption "What Are "Broker Non-Votes"are "broker non-votes" and How Are They Treated?how are they treated?") even if you do not give the bank, broker or other holder of record specific voting instructions. If you are a shareholder of record and hold your shares directly in your own name, your shares will not be voted unless you provide a proxy or fill out a written ballot in person at the Annual Meeting.

How Dodo I Vote?vote?

To Vote by Internet, Telephone or Mail:Mail:

              You can vote by proxy whether or not you attend the Annual Meeting. To vote by proxy, shareholders have a choice of voting over the Internet, by telephone or by using a traditional proxy card.

•

To vote by Internet, go to www.proxyvote.com and follow the instructions there. You will need the 12-digit control number included on your proxy card, voter instruction form or Notice.



•

To vote by telephone, dial the number listed on your proxy card, your voter instruction form or Notice. You will need the 12-digit control number included on your proxy card, voter instruction form or Notice.



•

If you received a Notice and wish to vote by traditional proxy card, you can request a full set of materials at no charge through one of the following methods:



1)

By Internet: by visiting www.proxyvote.com



2)

By phone: by using the phone number listed on the Notice.Notice

              To reduce our administrative and postage costs, we ask that you vote through the Internet or by telephone, both of which are available 24 hours a day. To ensure that your vote is counted, please remember to submit your vote by 11:59 p.m. Eastern Time on Wednesday, May 28, 2015.24, 2017.

To Vote in Person:Person:

              If your shares are registered in your name, you must bring a valid photo identification and deliver your completed proxy card or ballot in person.

              If you hold your shares in "street name," you will need to bring a valid photo identification to the Annual Meeting and obtain a legal proxy from your bank, broker or other nominee to vote the shares that are held for your benefit, attach such legal proxy to your completed proxy card and deliver it in person.

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What Vote Is Requiredvote is required for the Proposals?proposals?

How Will My Proxy Holder Vote?will my proxy holder vote?

              The enclosed proxy designates Michael J. Kasbar, our Chairman, President and Chief Executive Officer and Paul H. Stebbins, Chairman Emeritus, to hold your proxy and vote your shares. Messrs. Kasbar and Stebbins will vote all shares of our common stock represented by properly executed proxies received in time for the Annual Meeting in the manner specified by the holders of those shares. Messrs. Kasbar and Stebbins intend to vote all shares of our common stock represented by proxies that are properly executed by the record holder but that otherwise do not contain voting instructions as follows:

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What Happenshappens if Additional Mattersadditional matters are Presentedpresented at the Annual Meeting?

              Other than the items of business described above, we are not aware of any other business to be acted upon at the Annual Meeting. If you grant a proxy to the persons named as proxy holders named in the attached proxy card, such persons will vote in accordance with the recommendation of our Board, "FOR" or "AGAINST" such other matters.

Can I Change My Vote Afterchange my vote after I Have Voted?have voted?

              Voting by telephone, over the Internet or by mailing a proxy card does not preclude a shareholder from voting in person at the Annual Meeting. A shareholder may revoke a proxy, whether submitted via telephone, the Internet or mail, at any time prior to its exercise by (i) filing with our Corporate Secretary a duly executed revocation of proxy, (ii) properly submitting, either by telephone, mail or Internet, a proxy to

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our Corporate Secretary bearing a later date or (iii) appearing at the Annual Meeting and voting in person. Attendance at the meeting will not itself constitute revocation of a proxy.

If I Planplan to Attendattend the Annual Meeting, Shouldshould I Still Votestill vote by Proxy?proxy?

              Yes. Casting your vote in advance does not affect your right to attend the Annual Meeting. If you vote in advance and also attend the Annual Meeting, you do not need to vote again at the Annual Meeting unless you want to change your vote.

What do I need to bring with me in order to attend the Annual Meeting?

              If you are a shareholder of record, you will need to bring with you to the Annual Meeting any proxy card that is sent to you and valid photo identification. Otherwise, you will be admitted only upon other verification of record ownership at the admission counter.

              If you are the beneficial owner of shares held in street name, bring with you to the Annual Meeting your most recent brokerage statement or a letter from your bank, broker, trustee, agent or other record holder indicating that you beneficially owned shares of our common stock on March 29, 2017 and valid photo identification. We can use that to verify your beneficial ownership of common stock and admit you to the Annual Meeting.If you intend to vote at the Annual Meeting, you also will need to bring to the Annual Meeting a legal proxy from your bank, broker, trustee, agent or other holder of record that authorizes you to vote the shares that the record holder holds for you in its name.

Where Cancan I Find Voting Resultsfind voting results of the Annual Meeting?

              We will announce the results for the proposals voted upon at the Annual Meeting and publish final detailed voting results in a Form 8-K filed with the SEC within four business days after the Annual Meeting.

How can I nominate directors at an Annual Meeting?

              Our By-Laws provide that a shareholder wishing to nominate a director at a shareholders' meeting must deliver written notice to our Corporate Secretary that meets the procedural and disclosure requirements set forth in our By-Laws, including disclosure of: (i) the relationship between the nominating shareholder and the underlying beneficial owner, if any, and such parties' stock holdings and derivative positions in our securities; (ii) information we deem appropriate to ascertain the nominee's qualifications to serve on the Board, including disclosure of compensation arrangements

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between the nominee, the nominating shareholder and the underlying beneficial owner, if any; and (iii) any other information required to comply with the proxy rules and applicable law. These requirements are more fully described in Article I, Section 7 of our By-Laws, a copy of which will be provided without charge to any shareholder upon written request to our Corporate Secretary.

What was the deadline to nominate a director for the Annual Meeting?

              According to the advance notice provisions contained in our By-Laws, any shareholder who intended to nominate a director at the Annual Meeting was required to deliver a notice to our Corporate Secretary at World Fuel Services Corporation, 9800 Northwest 41st Street, Miami, FL 33178 not less than 90 days (February 27, 2017) nor more than 120 days (January 26, 2017) prior to the anniversary date of the 2016 annual meeting of shareholders (May 26, 2017). A nomination not made in accordance with the procedures set forth in our By-Laws is void.

Who Shouldshould I Callcall with Other Questions?other questions?

              If you have additional questions about this proxy statement or the Annual Meeting or would like additional copies of this proxy statement or our annual report, please contact: World Fuel Services Corporation at 9800 Northwest 41st Street, Miami, Florida 33178, Attention: Corporate Secretary, Telephone: (305) 428-8000.

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I.             PROPOSAL NO. 1—ELECTION OF DIRECTORS

              NineEight individuals have been nominated to serve as our directors for the ensuing year and until their successors shall have been duly elected and qualified. All of such persons are presently directors. One individual who is presently serving as a director, Mr. Myles Klein, will not be seeking another term.

              The persons named as proxies in the accompanying proxy card have advised management that unless authority is withheld in the proxy, they intend to vote for the election of the individuals listed as nominees in the table below. We do not contemplate that any nominee named in the table will be unable or will decline to serve. However, if any nominee is unable to serve or declines to serve, the persons named in the accompanying proxy card may vote for another person, or persons, in their discretion, unless our Board of Directors chooses to reduce the number of directors serving on the Board. In accordance with our By-Laws, the Board may consist of four to ten directors, and the Board may increase or decrease the number of directors by amending our By-Laws. The Board presently consists of nine directors.

Director Resignation Policy

              We have adopted a director resignation policy for the election of directors in an uncontested election, which is generally defined as an election in which the number of nominees does not exceed the number of directors to be elected at the meeting. In uncontested elections of directors, such as this election, any director nominee who receives a greater number of votes "withheld" from his or her election than votes "for" his or her election must promptly tender his or her resignation for consideration by the Governance Committee. The Governance Committee will recommend to the Board whether the Board should accept or reject the resignation or whether other action should be taken. The Board will publicly disclose its decision regarding the tendered resignation within 90 days after certification of the election results. The director whose resignation is under consideration will not participate in the recommendation of the Governance Committee or deliberations of the Board with respect to his or her resignation. If a director's resignation is not accepted by the Board, the director will continue to serve until the next annual meeting of shareholders or until his or her successor is duly elected and qualified, or his or her earlier resignation or removal. A copy of our director resignation policy, included in our Corporate Governance Principles, is available on our website at www.wfscorp.com. Our website and information contained on our website are not part of this proxy statement and are not incorporated by reference in this proxy statement.

Director Nominees

              We believe that each of our nominees possesses the experience, skills and qualities to fully perform his duties as a director and to contribute to our success. In addition, each of our nominees is being nominated because they each possess the highest standards of personal integrity, are accomplished in their field, have an understanding of the interests and issues that are important to our shareholders and are able to dedicate sufficient time to fulfilling their obligations as a director. Our nominees as a group complement each other and each other's respective experiences, skills and qualities. For an additional discussion of the nomination process, see "The Governance Committee and Nominating Subcommittee" beginning on page 19 of this proxy statement.

              The following table sets forth certain information with respect to each nominee for election to the Board. The biographies of each of the nominees and directors set forth in the paragraphs following the table contain information regarding the individual's service as a director, business experience, director positions held currently or within the last five years, information regarding involvement in certain legal and administrative proceedings, if applicable, and the experience, qualifications, attributes or skills that led to the conclusion that the individual should serve as a director of the Company.

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Nominees for Election

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THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE ELECTION OF EACH OF THE ABOVE DIRECTOR NOMINEES.

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Board Leadership Structure

              The Board regularly considers the appropriate leadership structure for the Company and does not have a formal policy with respect to the separation of the positions of Chief Executive Officer and Chairman of the Board. Rather, the Board believes that different Board leadership structures may be appropriate for the Company at different times, and that it makesshould have the flexibility to make this decision based on its evaluation of current circumstances. When making this decision, the Board considers factors such as:

•

the person filling each role;



•

the presence of a lead independent director and the person in that role;



•

the composition, independence, and effectiveness of the entire Board;



•

other corporate governance structures in place; and



•

the Company's management succession plan.

                On May 29, 2014, Mr. Stebbins stepped down as Executive Chairman and the Board appointed              Mr. Kasbar to servecurrently serves as Chairman of the Board in addition to his role as President and Chief Executive Officer. Our Board believes that our Chief Executive Officer is in the best position to most effectively serve as the Chairman of the Board given that he has the primary responsibility for managing the Company's day-to-day operations and therefore has a detailed and in-depth knowledge of the issues, opportunities and challenges facing the Company and its businesses. The Board also believes that the Chief Executive Officer serving as Chairman of the Board further promotes information flow between management and the Board and enhances the quality of the Board's overall decision-making process.

              In making its decision to combine the roles of Chief Executive Officer and Chairman of the Board, the Board considered that its leadership structure was appropriate given the following strong governance structures and processes that are in place to ensure the independence of the Board, eliminate conflicts of interest and prevent the dominance of the Board by senior management:

•

the presence of, and the responsibilities and authority of, the Board's strong lead independent director;



•

the composition of the Board which includes a super-majority of independent non-management directors;



•

the composition of the Board's standing committees which are comprised of and chaired solely by independent non-management directors;



•

the fact that the independent non-management directors meet in regular executive sessions without management present to discuss the effectiveness of our management, the quality of the Board meetings and any other issues and concerns; and



•

the fact that all Board members have unrestricted access to management and outside advisors.

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Lead Independent Director

              Our lead independent director is elected annually by the independent directors and has duties consistent with best practices, including:

                (i)

•

presiding at all meetings of the Board at which the Chairman of the Board is not present, including executive sessions of the independent directors at which the Chairman of the Governance Committee is not present;

                (ii)



•

serving as a liaison between the Chairman of the Board and the independent directors;







•

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                (iii) approving meeting agendas for the Board;

                (iv)



•

approving meeting schedules to assure that there is sufficient time for discussion of all agenda items;

                (v)



•

having the authority to call meetings of the independent directors;

                (vi)



•

if requested by major shareholders, ensuring that he or she is available for consultations and direct communication;

                (vii)



•

having the authority to retain outside advisors and consultants who report directly to the Board; and

                (viii)



•

consulting with and assisting the Chief Executive Officer in accomplishing his objectives as the Chief Executive Officer deems appropriate.

              Currently, Mr. Presby serves as our lead independent director. Assuming that both Messrs. Roddenberry and Presby are re-elected to the Board, immediately after the Annual Meeting, Mr. Presby will step down as our lead independent director and the independent directors intend to elect Mr. Rodenberry as our lead independent director. The Board believes that having a lead independent director benefits us and our shareholders by providing leadership and an organizational structure for the independent directors.

Shareholder Engagement

              We regularly engage with our shareholders to understand better their perspectives on our Company, including our strategies, performance, matters of corporate governance and executive compensation. This dialogue has helped inform the Board's decision-making and ensure our interests remain well-aligned with those of our shareholders. In recent years, these engagements covered governance issues, such as majority voting, board leadership and director nomination processes, and compensation and capital allocation policies. During 2016, we interacted with 17 of the 25 largest active shareholders of our common stock, representing approximately 50% percent of our shares. We believe that all these engagements provide valuable feedback and this feedback is shared regularly with the Board and its relevant committees. As a result of the feedback we received from our shareholders in the past few years, we have, among other things:

•

adopted a director resignation policy for all directors in uncontested elections;



•

enhanced our disclosure regarding our director nomination process and the combined skills of our board;

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•

modified our compensation programs for our segment executives so that their compensation is more closely aligned with the company's aggregate financial performance; and



•

modified our 2016 long-term incentive compensation programs to enhance predictability and shareholder alignment.

Meetings

              During 2014,2016, the Board met fiveseven times. Each current director who served during 2014 attended at least 75% of the total number of meetings of the Board and the total number of meetings held by each of the Board committees on which he served. In addition, it is our policy that each director should attend all meetings of shareholders, absent extenuating circumstances. With the exception of Mr. Benitez, who was not a director at the time, allAll of our directors attended the 20142016 annual meeting of shareholders.

              All of our independent directors meet in executive session (without management present) prior to each scheduled Board meeting and at other times as they may deem necessary. Mr. Roddenberry currently serves as the Presiding Director over all executive sessions of the independent directors.

Director Independence

              Our Corporate Governance Principles require that a majority of our directors meet the standards for independence required by the listing standards of the NYSE. In addition, members of our Audit Committee must meet the independence standards for Audit Committee members adopted by the SEC. Members of the Audit Committee must also have no relationship with us that interferes with their exercise of independent judgment. Members of our Compensation Committee must meet the independence standards of Rule 16b-3 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the NYSE listing standards and Section 162(m) of the Internal Revenue Code (the "Code"). The Board may also consider other factors in making its determination that a director has no material relationship with us that could compromise that director's independence.

              Our Corporate Governance Principles provide that no more than two members of management shall serve on the Board. Our Board affirmatively determined that seven of the eight existing non-management directors, Messrs. Bakshi, Benitez, Kassar, Klein, Manley, Presby and Roddenberry are independent of us and our management under NYSE listing standards, and our Audit Committee members and Compensation Committee members are independent under the standards applicable to membership in such committees. In making this determination, our Board considered that Mr. Kassar is the first cousin of Mr. Kasbar, and the Board determined that the familial relationship between Messrs. Kasbar and Kassar was not material because it would not adversely affect Mr. Kassar's ability to exercise his independent judgment as our director. Mr. Kasbar is not deemed to be an independent director because of his employment relationship with us. Additionally, although Mr. Stebbins is a non-management director, he is not deemed to be independent because of his recent employment relationship with us, which existed within the last three years. As a result, Messrs. Kasbar and Stebbins are

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precluded from sitting on our Audit, Compensation, Governance and Technology and Operations Committees.

Committees of the Board

              Our Board has four standing committees: the Governance Committee, the Audit Committee, the Compensation Committee and the Technology and Operations Committee. The following table

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illustrates the current membership of each of our Board's committees, which are composed entirely of independent directors:

Director		Audit		Compensation		Governance		Technology and Operations
Ken Bakshi				Chairman		X		X
Jorge L. Benitez						X		XChairman
Richard A. Kassar		X		X		X		Chairman
Myles Klein		X				X
John L. Manley		Chairman				X		X
J. Thomas Presby		X				X
Stephen K. Roddenberry				X		Chairman

              As discussed above, Mr. Klein is not seeking another term on the Board, thus the size of the Audit Committee will be reduced to three members and the Governance Committee will be reduced to six members.

              Each of the Board's committees operates under a written charter adopted by our Board which addresses the purpose, duties and responsibilities of the committee. Each committee reviews its charter at least annually and recommends charter changes to the Board as appropriate. During 2014,2016, each of the committees reviewed its charter, and the Audit Committee and Technology and Operations Committee revised its charter in order to specifically assume oversight over matters relating to information security, business continuity, disaster recovery and other technology-related risks. The revised charter of the Technology and Operations Committee was subsequently approved by the Board.their charters. A current copy of each of the committee charterscharter can be found on our website at www.wfscorp.com by clicking on Investor Relations and then Corporate Governance. Each committee charter also provides that the committee will annually review its performance. In 2014,2016, members of each of the Audit Committee, the Compensation Committee, and the Governance Committeecommittees conducted evaluations of their respective committee's performance during 2014,2016 in accordance with the requirements of the applicabletheir respective committee charters.

The Audit Committee

              The Audit Committee consists of Messrs. Kassar, Klein, Presby and Manley, who serves as Chairman. The Audit Committee held twelvenine meetings during 2014. On May 29, 2014, Mr. Presby stepped down as Chairman of the Audit Committee and the Audit Committee appointed Mr. Manley as its Chairman.2016.

Independence and Financial Expertise

              The Board has determined that all of the members of the Audit Committee meet the NYSE standards of independence, financial literacy and accounting or related financial management expertise, and the SEC's requirements with respect to the independence of audit committee members. The Board has determined that two members of the Audit Committee, Messrs. Manley and Presby, meet the SEC's definition of an "audit committee financial expert."

              The charter provides that a member of the Audit Committee shall not simultaneously serve on the audit committees of more than two other public companies unless the Board determines that simultaneous service would not impair the ability of the member to effectively serve on the Audit Committee. The Board has determined that Mr. Presby's simultaneous serviceNone of the members of our Audit Committee currently serve on the audit committees of threemore than two other public companies will not impair his ability to effectively serve on our Audit Committee because (i) he is fully retired and has ample time to devote to his director and committee responsibilities

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and (ii) service on multiple audit committees results in specialization and increased knowledge of regulations and audit committee issues and should thereby improve the quality and efficiency of his service.companies.

Responsibilities

              Our management is responsible for preparing our consolidated financial statements and for the financial reporting process. The independent registered certified public accounting firm is responsible for expressing an opinion on the conformity of our consolidated financial statements with accounting

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principles generally accepted in the United States. Acting for the Board, the Audit Committee provides oversight of the financial reporting process and the internal control system. More specifically, theThe Audit Committee performs the following principal functions:is responsible for:

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reviewsreviewing the qualifications, independence and performance of our independent registered certified public accounting firm;



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approvesapproving the appointment of our independent registered certified public accounting firm for the ensuing year;



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reviewsreviewing the scope and budget for the annual audit;



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reviewsreviewing with the independent registered certified public accounting firm the results of the audit engagement, including a review of the consolidated financial statements;



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approvesapproving all audit and non-audit services to be provided by the independent registered certified public accounting firm;



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reviewsreviewing the scope of, and compliance with, our internal controls;



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reviewsreviewing the effectiveness of our internal audit function;



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reviewing and discussing with management and the independent auditors our major financial risk exposures and the steps management has taken to monitor and control such exposures, including the Company's risk assessment, risk management programs, and information security;



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establishing procedures for: (i) the receipt, retention, and treatment of complaints received by the Company from our employees regarding accounting, internal accounting controls, and auditing matters; and (ii) the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters;



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monitoring and reviewing annually our compliance with our Code of Conduct;



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at least annually, reviewing with Company counsel any legal matters that could have significant impact on our financial statements or our compliance with applicable laws and regulations; and



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recommendsrecommending to the Board that the audited consolidated financial statements be included in our annual report on Form 10-K.

The Compensation Committee

              The Compensation Committee consists of Messrs. Kassar, Roddenberry and Bakshi, who serves as Chairman. During 2014,2016, the Compensation Committee held eightseven meetings.

Independence

              The Board has determined that each member of the Compensation Committee is independent pursuant to NYSE listing standards, Rule 16b-3 of the Exchange Act and Section 162(m) of the Code. In affirmatively determining the independence of each Compensation Committee member, the Board

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considers all factors specifically relevant to determining whether such director has a relationship towith us or any of our subsidiaries which is material to such director's ability to be independent from management in connection with the duties of a compensation committee member, including, but not limited to: (i) the source of compensation of such director, including any consulting, advisory or other compensatory fee paid by us to such director; and (ii) whether such director is affiliated with us, a subsidiary of ours or an affiliate of one of our subsidiaries. The Compensation Committee may form and delegate authority to subcommittees when appropriate.

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Responsibilities

              The role of the Compensation Committee is to establish and oversee the compensation plans, policies and programs applicable to our executive officers. The Compensation Committee's primary responsibilities are:Committee is responsible for:

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annually determining ourthe goals and objectives relevant to the compensation of our Chief Executive Officer and Chairman of the Board (if an officer of the Company);



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evaluating the performance of our Chief Executive Officer and Chairman of the Board (if an officer of the Company) in light of such goals and objectives;



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establishing the compensation levels of our Chief Executive Officer and Chairman of the Board (if an officer of the Company), including long-term incentive compensation, based on this evaluation;



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annually reviewing and approving goals and objectives relevant to the other named executive officers, based upon recommendations of our Chief Executive Officer;



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evaluating the performance of each named executive officer in light of such goals and objectives;



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establishing the named executive officers' compensation levels, including long-term incentive compensation, based on this evaluation and the recommendations of our Chief Executive Officer;



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annually reviewing and approving the compensation of other executive officers, if any, based upon recommendations of our Chief Executive Officer;



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reviewing and making recommendations to the Board with respect to stock option, equity-based and incentive compensation plans and administeringthe administration of such plans;



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establishing and monitoring compliance with stock retention and ownership requirements for executive officers;



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approving employment, severance and consulting contracts with executive officers;



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conducting a risk assessment of our compensation policies and practices with respect to all employees, including named executive officers on an annual basis;



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reviewing and discussing with management the Compensation Discussion and Analysis included in our annual proxy statement or annual report on Form 10-K and recommending such inclusion to the Board;

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reviewing the results of any advisory shareholder votes on executive compensation and considering whether to recommend adjustments to our executive compensation policies and practices as a result of such votes;



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with the Governance Committee, considering management development and succession; and



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reviewing and making recommendations to the Board on all matters of non-management director compensation, including stock ownership requirements.

Compensation Committee Interlocks and Insider Participation

              During the 20142016 fiscal year, Messrs. Bakshi, Kassar and Roddenberry served as members of our Compensation Committee. None of these directors was employed by us during that time and there were no "compensation committee interlocks" as described under the SEC rules.

The Governance Committee and Nominating Subcommittee

              Currently, the Governance Committee consists of seven independent directors: Messrs. Bakshi, Benitez, Kassar, Klein, Manley, Presby and Roddenberry, who serves as Chairman. The Governance Committee meets in executive session (without management present) prior to each scheduled Board meeting and at other times as it deems necessary. In accordance with the Governance Committee charter, the Chairman, Mr. Roddenberry, presides over the meetings of the Governance Committee as the "presiding director" for NYSE purposes. The Governance Committee held sixfive meetings during 2014.

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Independence

              The Board has determined that each member of the Governance Committee is independent pursuant to NYSE listing standards.

Responsibilities

              The primary functions of the Governance Committee are to:is responsible for:

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recommendrecommending to the Board the corporate governance principles and polices applicable to us;



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leadleading the Board in its annual performance evaluation of the Board and its individual members;



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identifyidentifying individuals qualified to become members of the Board;



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recommendreviewing qualifications of, and recommending to the Board, the director nominees for the annual meeting of shareholders;shareholders and to fill vacancies and newly created directorships;



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recommendrecommending to the Board the members to serve on the Board's committees;



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reviewrecommending to the Board criteria for Board membership and approvethe size and composition of the Board;

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recommending performance criteria for the Board and reviewing the procedures, effectiveness and performance of the Board as a whole, the individual directors and the Board's committees;



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recommending to the Board whether to accept or reject a director resignation, or take other action, where a director receives a greater number of "withheld" than "for" votes in an uncontested election;



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recommending overall compensation for directors;



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reviewing and approving related person transactions;



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with the Compensation Committee, considering management development and succession; and



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annually evaluateevaluating the performance of the named executive officers and discussdiscussing any changes to the named executive officers' compensation.

                In considering Board nominees, the Governance Committee reviews various skills and characteristics required of Board members in the context of the current composition of the Board. Although there are no specific, minimum qualifications that must be met by each nominee, the Governance Committee generally evaluates the candidate's intellect, integrity and judgment, and his or her knowledge, skills and experience, including experience in the fuel and transportation industries, securities markets, business and finance as well as public service in light of prevailing business conditions and the knowledge, skills and experience already possessed by other members of the Board. The Governance Committee makes this determination in the context of an assessment of the perceived needs of the Board at the time of the evaluation. The Governance Committee believes that its goal is to assemble the best Board possible that will bring to us a variety of perspectives and skills derived from high quality business and professional experience. The Governance Committee does not consider racial or gender diversity in its selection of director nominees. In addition, our Corporate Governance Principles prohibit our independent directors from serving on the board of directors of more than three other publicly-traded companies, unless the Board determines that such service will not impair the ability of such director to effectively perform his or her obligations as our director. We believe the Governance Committee has a sound director evaluation process and that such process is an effective method for determining whether a director is fit to serve on the Board. The Governance Committee evaluates all nominees for director based on the above criteria, including nominees recommended by shareholders.

                Our By-Laws provide that a shareholder wishing to nominate a director at a shareholders' meeting must deliver written notice to our Corporate Secretary that meets the procedural and disclosure requirements set forth in our By-Laws, including disclosure of: (i) the relationship between the nominating shareholder and the underlying beneficial owner, if any, and such parties' stock holdings and derivative positions in our securities; (ii) information we deem appropriate to ascertain the nominee's qualifications to serve on the Board, including disclosure of compensation arrangements between the nominee, the nominating shareholder and the underlying beneficial owner, if any; and (iii) any other information required to comply with the proxy rules and applicable law. These requirements are more fully described in Article I, Section 7 of our By-Laws, a copy of which will be provided without charge to any shareholder upon written request to our Corporate Secretary.

                Pursuant to these advance notice provisions, any shareholder who intended to nominate a director at the Annual Meeting was required to deliver a notice to our Corporate Secretary at World Fuel Services Corporation, 9800 Northwest 41st Street, Miami, FL 33178 not less than 90 days (March 2, 2015)