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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 24, 201822, 2020

April 13, 20189, 2020

              Notice is hereby given that the Annual Meeting of Shareholders of WORLD FUEL SERVICES CORPORATION will be held on Thursday,Friday, May 24, 2018,22, 2020, at 8:00 a.m., Eastern Time, at theour offices of Chadbourne & Parke LLP located at 1301 Avenue of the Americas, New York, NY 100199800 Northwest 41st Street, Miami, Florida 33178* 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 ratify the appointment of PricewaterhouseCoopers LLP as our independent registered certified public accounting firm for the 20182020 fiscal year;



4.

To approve the World Fuel Services Corporation 2020 Omnibus Plan; 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 March 19, 201830, 2020 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. Executive Vice President, Chief 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, 20172019 on or about April 13, 2018.9, 2020.

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

*

We currently intend to hold the Annual Meeting of Shareholders in person. However, we are actively monitoring the coronavirus, or COVID-19 pandemic, and are sensitive to the public health and travel concerns that our shareholders may have, as well as protocols that federal, state and local governments may impose. If it is not possible or advisable to hold the Annual Meeting of Shareholders in person, we will announce alternative arrangements for the meeting as promptly as practicable, which may include switching to a virtual meeting format, or changing the time, date or location of the Annual Meeting of Shareholders. Any such change will be announced via press release and will be available on our website at: www.wfscorp.com in the Investor Relations section and filed as definitive additional soliciting materials with the SEC.

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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 3136 of this proxy statement.

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We believe that good corporate governance is critical to achievingsupport our efforts to achieve our performance goals while delivering long-term shareholder value.value to our shareholders, employees, customers and other stakeholders. 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 1312 of this proxy statement.

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Documented and formalized ourcommitment to Board diversity in our Corporate Governance Guidelines and the Governance Committee charter;
Formed theSustainability and Corporate Responsibility Committee of the Board in 2020 to oversee our programs, policies, risks and initiatives regarding environmental, health, safety, sustainability, diversity and other social responsibility         issues and impacts (collectively, "Sustainability Matters") on us and our business;
Commenced the development of a multi-yearsustainability and corporate responsibility program designed to identify and prioritize the most significant Sustainability Matters for us and our stakeholders, establish goals and objectives in areas         where our actions can be most impactful on those priorities, implement initiatives to achieve those goals and objectives, and identify and collect the data needed to measure and report our progress; and
Became asignatory to the United Nations Global Compact, the world's largest corporate responsibility initiative established to encourage companies to align strategies and operations with universal principles on human rights, labor,         environment and anti-corruption, and to report on the actions being taken to advance these societal goals.

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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,FRIDAY, MAY 24, 201822, 2020

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, 2017;2019;



•

our 20182020 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 our 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 20182020 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", rule allowing companies to furnish proxy materials to their shareholders over the Internet. In accordance with this rule, on or about April 13, 2018,9, 2020, we sent our shareholders atas of the close of business on March 19, 201830, 2020 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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What is the date, time and place of the Annual Meeting?

              Our Annual Meeting will be held on Thursday,Friday, May 24, 2018,22, 2020, at 8:00 a.m., Eastern Time, at theour offices of Chadbourne & Parke LLP located at 1301 Avenue9800 Northwest 41st Street, Miami, Florida 33178. We currently intend to hold the Annual Meeting in person. However, we are actively monitoring the coronavirus, or COVID-19, pandemic and are sensitive to the public health and travel concerns that our shareholders may have, as well as protocols that federal, state, and local governments may impose. If it is not possible or advisable to hold the Annual Meeting in person, we will announce alternative arrangements for the meeting as promptly as practicable, which may include switching to a virtual meeting format, or changing the time, date or location of the Americas, New York, NY 10019.Annual Meeting. Any such change will be announced via press release and will be available on our website at: www.wfscorp.com in the Investor Relations section and filed as definitive additional soliciting materials with the SEC.

What am I being asked to vote on and what is the Board 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 entitled to vote at the Annual Meeting?

              Only holders of record of our common stock at the close of business on March 19, 2018,30, 2020, 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, 67,699,30065,504,262 shares of our common stock were issued and outstanding.

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What is the difference between a shareholder of record and a beneficial owner?

              If your shares are registered directly in your name with our transfer agent, EQ 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 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 are the voting rights of our 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 March 19, 2018,30, 2020, 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 constitutes a 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" and 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.

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              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 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.

How are abstentions treated?

              Abstentions will not be counted as votes cast in the final tally of votes with regard to any proposal.Proposals 1, 2 and 3. Therefore, abstentions will have no effect on the outcome of any proposal.these proposals. Proposal 4 (Approval of the 2020 Omnibus Plan) is subject to NYSE shareholder approval rules which provide that abstentions are counted as votes cast. Therefore abstentions will have the effect of a vote "AGAINST" Proposal 4. As stated above, abstentions will be counted for the purpose of determining whether a quorum is present.

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Will my shares be voted if I 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" and 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 do I vote?

To Vote by Internet, Telephone or Mail:

              You can vote by proxy whether or not you attend the Annual Meeting. To vote by proxy, you 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

              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,Thursday, May 23, 2018.21, 2020.

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To Vote in 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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              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 vote is required for the proposals?

How will my proxy holder vote?

              The enclosed proxy designates Michael J. Kasbar, our Chairman, President and Chief Executive Officer and Paul H. Stebbins, Director and 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

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by proxies that are properly executed by the record holder but that otherwise do not contain voting instructions as follows:

What happens if additional matters are presented 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 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 after I 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

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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 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 plan to attend the Annual Meeting, should I still vote by 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 19, 201830, 2020 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 can I find 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 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 26, 2018) nor more than 120 days (January 25, 2018) prior to the anniversary date of the 2017 annual meeting of shareholders (May 25, 2018). A nomination not made in accordance with the procedures set forth in our By-Laws is void.

Who should I call with 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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              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 nominees are presently directors. One of our existing independent directors, Mr. Stephen J. Gold will not be standing for re-election to the Board following the Annual Meeting.

              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 listedidentified as nominees in the table below. We do not contemplate that any nominee named in the tablebelow 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 fordirectors and will be reduced to eight following 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.Annual Meeting.

Director Nominees

              We believe that each of our nominees possesses the experience, skills and qualities to fully perform his or her 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"Nominee Qualifications and Nominating Subcommittee"the Nomination Process" beginning on page 1922 of this proxy statement.

              The following table sets forth certain information with respect to each nominee standing for election to the Board. The biographies of each of the nominees and directors contain information regarding the individual's service as a director, business experience, director positions held currently or within the last

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five years, and the experience, qualifications, attributes or skills that led to the conclusion that the individual should serve as our director.

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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 and Committee Governance

Board Leadership Structure

              The Board regularly considers the appropriate leadership structure for us 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 us at different times, and that it should 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



•

our management succession plan.other corporate governance structures in place.

              Mr. Kasbar currently 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 our day-to-day operations and therefore has a detailed and in-depth knowledge of the issues, opportunities and challenges facing us and our 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 independent directors annually elect our lead independent director. Consistent with best practices, our lead independent director:

•

presides 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;directors;



•

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



•

approvesreviews Board meeting agendas for the Board;



•

approves meetingand schedules to assure that there is sufficient time for discussion of all agenda items;



•

has the authority to call meetings of the independent directors;



•

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



•

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



•

consults with and assists the Chief Executive Officer in accomplishing his objectives as the Chief Executive Officer deems appropriate.

              Currently, Mr. Roddenberry serves 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 better understand better their perspectives on our Company, including our business strategies, financial performance, and 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 have covered governance issues, such as majority voting, board leadership and director nomination processes, and compensation and capital allocation policies. During 2017,2019, we interacted with the 18 of the 25 largest active shareholdersholders of our common stock, representing approximately 52%50% percent of our outstanding 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;Board;



•

modifiedamended our compensation programs for our segment executives so that their compensation is more closely aligned with our aggregate financial performance;Governance Committee charter and Corporate Governance Principles to better reflect the Board's perspective and existing practice regarding the inclusion of diverse candidates in the director nomination process; and



•

modified our 2017 long-term incentive compensation programs to enhance predictability and shareholder alignment.

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Meetings

              During 2017,2019, the Board met four times. Each current director attended at least 75% of the aggregate 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 or she served. In addition, it is our policy that each director should attend all meetings of shareholders, absent extenuating circumstances. All of our directors attendedthat were standing for election at the 20172019 annual meeting of shareholders withattended the exception of Mr. Gold, who was not serving as a director on the date of the annual meeting.

              All of our independent directors meet in executive session (without management present) prior toduring 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 Committeeaudit 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 standardsdefinition of "non-employee director" contained in Rule 16b-3 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and meet the independence requirements under the NYSE listing standards and Section 162(m) of the Internal Revenue Code (the "Code").standards. 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 and thatBoard. Mr. Kasbar is the only non-employee directors may servemember of management currently serving on any Board Committee. Our Board affirmatively determined that allour Board. All of our other directors, serving on a Committee, Messrs. Bakshi, Benitez, Gold, Kassar, Manley, Presby, Roddenberry, Stebbins and RoddenberryMs. Cherwoo, 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 and as a result, Mr. Kasbartherefore he is precluded from sitting on any of our Audit, Compensation, Governance and Technology and Operations Committees.committees.

Annual Board and Committee Self-EvaluationsCommittees

              Each year, our Board and its committees conduct self-evaluations to ensure they are performing effectively and to identify opportunities to improve Board and committee performance. The Governance Committee annually reviews the format and scope of our Board's evaluation process in light of general corporate governance developments and best practices and recommends changes it believes are appropriate. Each chair of our Board's committees also reviews and updates, as appropriate, a separate self-evaluation of committee performance, which is provided to the members of each committee for comment and feedback. Once the format and content of the Board

              Ourevaluation is approved, a Board has four standing committees:self-assessment is conducted under the oversight of the Governance Committee and for each committee, led by the Audit Committee,committee chair. As part of the Compensationassessment, a written questionnaire is circulated which is designed to solicit feedback on a range of issues, including Board and committee structure, process and dynamics, the flow of information from management, and agenda topics. The feedback received from the evaluations is discussed during a review session led by the Governance Committee and the Technology and Operations Committee. The following tableindividual committees, as appropriate.

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              In addition to these annual self-assessments, the Board evaluates and modifies its oversight of our business operations on an ongoing basis. During their executive sessions, the independent directors consider agenda topics that they believe deserve additional focus and raise new topics to be addressed in future meetings.

Corporate Governance Principles

              The Board has adopted Corporate Governance Principles, which are amended from time to time to incorporate certain current best practices in corporate governance. The Corporate Governance Principles describe our corporate governance practices and policies and provide a framework for our Board governance. The topics addressed in our Corporate Governance Principles include, among other things:

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Role of the lead independent director;



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Director independence;



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Director qualifications, functions and tenure;



•

Committees of the Board;



•

Director orientation and continuing education;



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Management development and succession planning;



•

Director resignation policy in uncontested elections; and



•

Director compensation.

              Our Corporate Governance Principles are available on our website at www.wfscorp.com by clicking on Investor Relations and then Corporate Governance. Copies of this document may also be obtained by any shareholder, without charge, by writing to our Corporate Secretary.

Committees of the Board

              Our Board has five standing committees: the Audit Committee, the Compensation Committee, the Governance Committee, the Sustainability & Corporate Responsibility Committee and the Technology & Operations Committee. The following table illustrates the current membership of each of our Board's committees, which are composed entirely of independent directors:

Director		Audit		Compensation		Governance		Sustainability & Corporate Responsibility		Technology and& Operations
Ken Bakshi				ChairmanChair
Jorge L. Benitez								Chair		Chair
Sharda Cherwoo								Chairman
Stephen J. Gold
Richard A. Kassar
John L. Manley		Chairman
J. Thomas Presby
Richard A. Kassar
John L. Manley		Chair
Stephen K. Roddenberry						ChairmanChair
Paul H. Stebbins

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              As discussed above, Mr. Gold will not be standing for re-election at the 2020 Annual Meeting, thus the size of the Governance Committee will be reduced to six members and the size of the Technology & Operations Committee will be reduced to five 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 2017,2019, each of the committees in existence at the time reviewed its charter, and each of the committees except the Governance Committee revised its charter. The Sustainability & Corporate Responsibility Committee was formed in March 2020 and its initial charter was adopted by the Board upon the committee's inception. A current copy of each committee charter can be found on our website at www.wfscorp.com by clicking on Investor Relations and then Corporate Governance. The members

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Table of each of the committees conducted evaluations of their respective committee's performance during 2017 in accordance with the requirements of their respective committee charters.Contents

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Director Nomination Process

Nominee Qualifications and the Nomination Process

              The Governance Committee believes that the Board should collectively possess a broad range of skills, knowledge, business experience and diversity of backgrounds that provides effective oversight of our business. The Governance Committee has established a matrix of skills and experience which it has determined would be beneficial to have represented on our Board based on a number of factors, including our current operating requirements, business strategy, and the long-term interests of our shareholders. The following table highlights certain of the skills and experience of our Board (additional details are set forth in their individual biographies beginning on page 7 of this proxy statement):

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              The Board's objective is to maintain a diverse membership that can best further the success of our business and represent shareholder interests through the exercise of sound judgment using its diversity of experience and perspectives. The Governance Committee periodically assesses the skills and experience required of directors, comparing our needs in Board composition and the individual skills and experience of our directors. This assessment enables the Governance Committee to update the skills and experience it seeks in the Board, as a whole and in individual directors, as our needs evolve over time in order to maintain a balance of knowledge, experience and capabilities. As a result of such periodic assessment, the Governance Committee evaluates current directors and potential director nominees and will recommend any changes to Board size or composition that it believes is necessary to create a balanced and effective Board.

              To the extent that the Governance Committee believes that specific skills or experience needs to be added to the Board, the committee initiates a search for a Board nominee, seeking input from board members and senior management. The Governance Committee may retain professional search firms to identify director candidates and maintains the authority to approve the fees and other retention terms of any such firm. The criteria for evaluating director nominees takes into account the candidate's intellect, integrity, judgment, experience and background, including diversity, such as race, gender and ethnicity, as well other factors deemed appropriate in adding value to the composition of the Board, such as public service. Further, as set forth in our Corporate Governance Principles, the Governance Committee is committed to actively seeking highly qualified women and minority candidates, as well as candidates with diverse backgrounds, skills and experiences, as part of the search process for new director candidates. The Governance Committee believes that it has been able to attract and appoint directors of diverse backgrounds in the past using these criteria.

              Finally, in order to ensure that our independent directors have sufficient time to devote to overseeing the Company, our Corporate Governance Principles prohibit our 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. Our Governance Committee welcomes candidates recommended by shareholders and, assuming a submission is in proper form as provided under our By-Laws, it will apply the same standards described above to the evaluation of a shareholder nominee as it applies to all nominees, including those recommended by current directors, employees and others. The procedural and disclosure requirements of our By-Laws provide that shareholders who would like to propose a Board nominee for consideration by the Governance Committee must deliver written notice to our Corporate Secretary, 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 at World Fuel Services Corporation, 9800 Northwest 41st Street, Miami, Florida 33178.

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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.

Sustainability and Corporate Responsibility

              We believe that conducting our operations in a safe and responsible manner, while maintaining the trust that we have built up among our key stakeholders, is vital to growing our business and continuing our success in a sustainable manner. This includes the protection of people, respect for individual rights, engaging with our communities, and working to reduce our overall impact on the environment through increased efficiency in our operations. We are committed to fostering a corporate culture of safety and conducting our business in a manner that respects the environment, benefits the communities in which we operate and promotes collaboration with our key stakeholders to develop sustainable programs that minimize the impact of our activities.

              Over the last several years, we have reinforced our focus on environmental, health and safety, sustainability, diversity and other social responsibility issues and impacts (collectively, "Sustainability Matters"), through various enhancements to our policies and processes as well as our governance structure. In 2019, we took a number of significant steps to further strengthen our commitment to operating in a sustainable manner and proactively working with the communities in which we operate, including becoming a signatory to the United Nations ("UN") Global Compact, the world's largest corporate responsibility initiative. The UN Global Compact provides a universal framework for sustainability in the areas of human rights, labor, environment and anti-corruption. We aim to incorporate the UN Global Compact and its principles in our strategy, culture and operations and intend to support and engage in collaborative projects to advance the broader UN goals, with a special focus on the UN Sustainable Development Goals (SDG) that are in line with our mission and values. As part of our participation, starting in late 2020 we will provide an annual "Communication on Progress" report, setting forth our actions to implement the UN Global Compact principles and our progress in these key areas.

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              In addition, in 2019 we commenced the development of a multi-year sustainability and corporate responsibility program designed to:

We are currently working on completing the assessment phase of this program and developing recommendations for review and consideration by our executive leadership and our Board.

              Finally, to further illustrate our commitment to increasing transparency on Sustainability Matters, we have also enhanced our Investor Relations website located at: www.wfscorp.com and launched a dedicated area for information regarding our principles, policies and actions relating to sustainability and corporate responsibility matters that we believe are relevant to our business and meet the overall needs of our shareholders and other stakeholders. Our efforts in this area will continue to evolve in the future and we welcome any shareholder feedback as we continue on our sustainability journey.

Management and Board Oversight

              As we have progressed in our approach to sustainability and corporate responsibility, our governance and oversight structure has also evolved. At the Board level, we began in 2018 by enhancing the responsibilities of our Governance Committee, which already included oversight of our corporate governance policies and practices, to also include oversight of our policies and programs related to environmental and social matters. We also established a cross-functional Sustainability Management Committee, which includes senior leaders and subject matter experts from across the Company who collaborate to identify priorities, set goals and drive the implementation of our strategy and objectives with respect to Sustainability Matters. This committee is also responsible for developing and implementing our multi-year sustainability and corporate responsibility program currently underway.

              Furthermore, as a reflection of our commitment to embedding sustainability and corporate responsibility as an integral part of our business strategy for long-term value creation, in March 2020 our Board established the Sustainability & Corporate Responsibility Committee as a standing committee of the Board responsible for overseeing the environmental and social matters previously overseen by the Governance Committee. The Governance Committee will continue to be responsible for the oversight of our corporate governance policies and practices.

              The Sustainability & Corporate Responsibility Committee is comprised solely of independent directors and responsible for overseeing and reviewing our programs, policies, risks and initiatives with respect to all Sustainability Matters not otherwise overseen by the other committees of the Board. These duties include reviewing and providing input on our strategy, goals and integration of Sustainability Matters into strategic and tactical business activities across the Company. The committee is also responsible for monitoring our progress against our goals and reviewing any disclosures

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regarding our position, approach and reporting of Sustainability Matters. Our Board's governance structure for the oversight of Sustainability Matters is reflected below and described in the "Corporate Governance" section beginning on page 12 of this proxy statement.

Our Environmental Stewardship

              Environmental stewardship is at the core of our business operations and we continuously strive to identify opportunities to make a positive contribution to protecting our environment and reducing the impact of our global business operations. We are also working to create sustainability solutions for our customers and offer renewable energy and sustainable fuel products to support our customers in managing their energy needs while reducing their environmental impact.

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Our People

              The passion and expertise of our people differentiate us. We firmly believe the power of our differences fuel innovation and investing in our people is of upmost priority. We strive to provide our employees with an environment where they can learn and grow, build their careers, take care of their families and support their communities. We also place a high value on cultivating growth and offer opportunities to learn and development programs across every level of our organization.

Our Community

              We believe that sustainable growth is about conducting our business to promote a healthy environment and strengthen the local communities where we operate in order to foster sustainable economic growth. We believe that this approach will enable us to deliver long-term value to all our stakeholders. As a signatory to the UN Global Compact, we endeavor to implement its key social principles, including the protection of employees, respect for individual rights, and engagement with local communities. We also respect the rights and dignity of all people and are committed to preventing modern slavery in our operations and supply chains.

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Board's Role in Risk Oversight

              The role of the Board is to understand the nature of the material risks we face and, based upon the information brought to its attention by management and our risk management processes, policies and procedures, evaluate whether such processes, policies and procedures are reasonably designed to respond to and mitigate the risks we face. Throughout the year, the Board and its committees receive periodic reports from management identifying and explaining key areas of risk applicable to us and an explanation of the processes, policies and procedures in place to monitor and assess those risks.

              The Board and each of its committees oversee the risks pertaining to their principal areas of focus as described in the table below:

              Each committee also provides periodic reports to the Board on the risks pertaining to their principal areas of focus so that the Board is informed of our risk profile.

              Periodically, we also perform risk management assessments, both in specific areas of our business or on an enterprise wide basis. The principal purposes of these assessments are to:

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ensure that risk management efforts are focused and directly linked to the underlying strategy of the organization;



•

implement a sustainable and scalable framework to identify, manage and monitor risk;

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assign responsibility for each risk, put mitigation plans in place and assess the effectiveness of such mitigation plans; and



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enhance our risk management capabilities for priority risks and continue the development of risk management policies and action plans.

              The results of these risk assessments are regularly communicated to the Board. In addition, each year management conducts, and the Compensation Committee oversees, a risk assessment of our compensation policies and practices with respect to all employees, including NEOs. The employee population is segmented into groups based on commonalities across their reward programs. Each program is then evaluated using the key design features of the program and the applicable risk mitigation features that exist in such programs. Once the assessment is completed, management reviews the assessment data, methodology and findings with the Compensation Committee. A key goal of this process is to ensure that there are controls in place to (i) safeguard us from unwarranted exposure to particular risks that individual employees might choose to take and (ii) avoid any inadvertent incentives for employees to take inappropriate business risks by making decisions that may be in their best interests but not in the best interests of our shareholders.

Code of Conduct

              All of our employees, officers (including our principal executive, financial and accounting officers) and directors are held accountable for adherence to our Code of Conduct. Our Code of Conduct is designed to help us meet our responsibility of conducting our business in compliance with laws and good ethical practice. Our Code of Conduct is available in multiple languages on our website at www.wfscorp.com, either by clicking on About Us and then Ethics & Compliance, or by clicking on Investor Relations and then Corporate Governance. We intend to disclose any substantive amendments to our Code of Conduct and any waivers with respect to our Code of Conduct granted to our principal executive, financial and accounting officers on our website at www.wfscorp.com. We have also established a separate Business Partner Code of Conduct outlining our standards and expectations of our suppliers and other business partners, which can also be found in the Investor Relations section of our website at www.wfscorp.com.

Review and Approval of Related Person Transactions

              Related person transactions can create actual or potential conflicts of interests and can create the appearance that certain decisions may not be in the best interest of us or our shareholders. Therefore, our Board has adopted a written policy with respect to related person transactions. It is our policy that, as a general matter, we should avoid related person transactions except in circumstances where the transaction is consistent with our best interests, such as obtaining products or services that are not readily available from alternative sources or when the transaction meets the standards that apply to similar transactions with unrelated third parties.

              For purposes of our policy, we review all of the following relationships and transactions between us and:

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our directors and executive officers, including persons who have at any time since the beginning of our last fiscal year served in that role and any nominees to become a director;



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any person we know to be the beneficial owner of more than 5% of any class of our voting securities; and



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any immediate family member or any person (other than tenants or employees) sharing the household of any of the foregoing.

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              Pursuant to our policy, the Governance Committee will review any transaction, arrangement or relationship (including any indebtedness or guarantee of indebtedness) or any series of similar transactions, arrangements or relationships in which we (including any of our subsidiaries) were, are or will be a participant and the amount involved exceeds $120,000, and in which any related person had, has or will have a direct or indirect material interest. The foregoing rule will not be applied to those transactions exempt under Item 404(a) of Regulation S-K, such as the employment of an executive officer or compensation of a director if such executive officer's or director's compensation is required to be, or otherwise would be required to be, reported under the SEC's compensation disclosure requirements, any transaction with another entity where the related person's only relationship is as a beneficial owner of less than 1% of that corporation's publicly traded securities, or any transaction where the related person's interest arises solely from the ownership of our common stock and where all shareholders received the same benefit on apro rata basis (e.g. dividends). In addition, the Governance Committee has determined that the following types of transactions, which involve ordinary course business transactions shall not be deemed to create or involve a direct or indirect "material" interest for a Related Person, even if the aggregate amount involved exceeds $120,000: (1) a transaction in which the related person's interests arises solely based on his or her position as an employee or executive officer of the other entity and (i) the related person was not involved in the transaction, (ii) the transaction was entered into in our ordinary course of business and on substantially the same terms as those prevailing at the time for comparable transactions with non-affiliated persons, and (iii) the transaction does not involve the greater of $500,000 or 2% of the recipient's total annual revenues and (2) any charitable contributions if the related person's interest arises only from (i) the person's or the person's immediate family member's position as an employee (other than an executive officer) or other position that does not involve policy-making decisions or (ii) the person's or person' immediate family member's position as an executive officer or director and the aggregate amount involved does not exceed the lesser of $1,000,000 or 2% of the charitable organization's total annual receipts.

              If the Chairman of the Governance Committee determines that a proposed transaction is a related person transaction, it will submit the proposed transaction to the Governance Committee for approval. The Governance Committee reviews any related person transactions that are not among the types described above, and determines whether to approve or ratify any such transaction. The Governance Committee will analyze the following factors, in addition to any other factors the Governance Committee deems appropriate, in determining whether to approve a related person transaction:

•

the benefits to us;



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the impact on a director's independence, if relevant;



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the availability of other sources for comparable products or services;



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the terms of the transaction; and



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the terms available to unrelated third parties or to employees generally.

              The Governance Committee will only approve or ratify related person transactions that are consistent with our best interests and those of our shareholders. The Governance Committee's approval is not a directive to enter into the related person transaction, rather it is evidence that the Governance Committee does not object to the transaction based on relatedness issues. The Governance Committee will regularly review any ongoing related person transactions to determine whether it remains in our best interests and those of our shareholders to continue, modify or terminate the transactions.

              There were no reportable transactions in 2019.

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Director Compensation and Ownership Guidelines

Director Fees Earned or Paid in Cash

              Non-management directors earn fees for their services that are paid in cash on an annual basis. If a non-management director does not serve a full year in a position, such fees are paid on a pro-rated basis. The current fee structure for our non-management directors serving during the 2019-2020 term is as follows:

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the annual fee payable to non-management directors for their service on the Board is $85,000;



•

the additional fee payable to the lead independent director is $40,000 per year;



•

the additional fee payable to members of the Audit Committee is $15,000, while the additional fee payable to members of each of the Compensation Committee and Technology & Operations Committee is $10,000 per year for each committee served and the additional fee payable to members of the Sustainability and Corporate Responsibility Committee as well as the Nominating Subcommittee is $5,000 per year for each committee served; and



•

the additional fee payable to the Chair of the Audit Committee is $35,000 per year, the additional fee payable to the Chair of each of the Compensation Committee and Technology & Operations Committee is $30,000 per year, the additional fee payable to the Chair of the Governance Committee is $20,000 per year and the additional fee payable to the Chair of each of the Sustainability and Corporate Responsibility Committee and the Nominating Subcommittee is $15,000 per year and the additional fee payable to the Chairman of the Nominating Subcommittee is $12,000 per year.

              Our non-management directors are also reimbursed by us for their travel, food, lodging and related expenses incurred in connection with attending Board, committee and shareholder meetings, as well as continuing education programs.

Equity Awards

              In 2017,2019, the Board elected to grantgranted each non-management director approximately $145,000$150,000 worth of restricted stock units ("RSUs") for board service and to each member of the Governance Committee, an additional $10,000 worth ofin RSUs as the fee for service on the Governance Committee.committee. This resulted in each non-management director (other than Mr. Stebbins) receiving 4,2805,321 RSUs and Mr. Stebbins, who does not serve on the Governance Committee, received 4,004receiving 4,989 RSUs. In connection with his appointment toaddition, beginning in May 2019, the BoardChair of each Committee was also granted $5,000 in RSUs as a

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director on October 4, 2017, Mr. Gold received 2,732 RSUs representing a pro-rated portion of the annualtheir fee for serving as Chair, provided, however, that where a director served as Chair of more than one committee, only one additional $5,000 equity grant.grant was made. This resulted in each of Messrs. Bakshi, Benitez, Manley and Roddenberry receiving an additional 167 RSUs. As described in greater detail above, although Messrs. Bakshi and Benitez serve as Chair of two committees, they only received one equity grant for such service.

              The RSUs vest on the earlier of: (i) the day prior to the Annual Meeting that next follows the grant date or (ii) one year from the grant date. Upon vesting of the RSUs, 50%100% of the underlying shares will be issued. The issuance of the remaining 50% of the shares will be deferred for three years from the grant date or until the director ceases to be a member of the Board, whichever occurs first.

              Our 2016 Omnibus Plan includes limits on equity awards that may be granted to non-management directors. The table below summarizes the compensation paid by us to our non-management directors for services rendered in 2017.2019. Directors who are employed by us do not receive additional compensation for serving as directors.

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DIRECTOR COMPENSATION 2019 Director Compensation Table