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SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement

(Pursuant to Section 14(a) of the Securities Exchange Act of 1934)

Filed by the Registrantx                            Filed by a Party other than the Registrant ¨

Check the appropriate box:

WORLD FUEL SERVICES CORPORATION

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

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WORLD FUEL SERVICES CORPORATION

9800 Northwest 41^st Street, Suite 400

Miami, Florida 33178

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD May 29, 2009

Notice is hereby given that the Annual Meeting of Shareholders of WORLD FUEL SERVICES CORPORATION will be held on Friday, May 29, 2009, at 8:00 a.m., local time, at our offices at 9800 Northwest 41st Street, Suite 400, Miami, Florida 33178, for the following purposes:

These matters are more fully discussed in the accompanying Proxy Statement.

Shareholders of record at the close of business on April 10, 2009 are entitled to notice of and to vote at the meeting and any adjournment thereof.

The annual meeting for which this notice is given may be adjourned from time to time without further notice other than announcement at the meeting or any adjournment thereof. Any business for which notice is hereby given may be transacted at any such adjourned meeting.

Whether or not you expect to be present at the meeting, please date, sign, and promptly return the enclosed proxy, which is solicited by and on behalf of the Board of Directors. 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

April 27, 2009

Miami, Florida

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WORLD FUEL SERVICES CORPORATION

9800 Northwest 41^st Street, Suite 400

Miami, Florida 33178

PROXY STATEMENT

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE

ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 29, 2009

At http://ir.wfscorp.com/phoenix.zhtml?c=101792&p=proxy, the following proxy materials are available to you:

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 the shareholders; and (iii) information concerning voting in person 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 our Board of Directors for the 2009 Annual Meeting of Shareholders. 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.

This Proxy Statement and the accompanying proxy card are first being sent to shareholders on or about April 27, 2009. Our 2008 Annual Report, including the consolidated financial statements, is being mailed to each shareholder together with this Proxy Statement.

QUESTIONS AND ANSWERS ABOUT OUR ANNUAL MEETING

What Is the Date, Time and Place of the Annual Meeting?

World Fuel’s 2009 Annual Meeting of Shareholders will be held on Friday, May 29, 2009, beginning at 8:00 a.m., local time, at the Company’s offices located at 9800 Northwest 41^st Street, Suite 400, Miami, Florida 33178.

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What Is the Purpose of the Annual Meeting?

At the annual meeting, World Fuel shareholders will be asked to:

Who Is Entitled to Vote at the Annual Meeting?

Only holders of record of World Fuel common stock at the close of business on April 10, 2009, the record date for the 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, 29,478,756 shares of World Fuel common stock were issued and outstanding and were held by approximately 243 holders of record.

What Are the Voting Rights of World Fuel Shareholders?

World Fuel shareholders have one vote per share of World Fuel common stock owned on the record date for each matter properly presented at the annual meeting. For example, if you owned 100 shares of World Fuel common stock at the close of business on April 10, 2009, you can cast 100 votes for each matter properly presented at the annual meeting.

What Constitutes a Quorum?

A quorum will be present at the meeting if holders of a majority of the issued and outstanding shares of World Fuel common stock on the record date are represented at the meeting in person or by proxy. If a quorum is not present at the meeting, World Fuel expects to postpone or adjourn the 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 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 shares are held in “street name” by a broker, your broker is the shareholder of record. However, the broker is required to vote the 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.

“Proposal No. 1—Election of Directors” and “Proposal No. 2—Ratification of Independent Registered Certified Public Accounting Firm” are each routine matters that brokers have the discretionary authority to vote on without the beneficial holder’s instructions while “Proposal No. 3—Approval of an Amendment to the World Fuel Services Corporation 2006 Omnibus Plan” is a non-routine matter. Therefore, if brokers do not receive instructions from beneficial owners to vote their shares regarding Proposal No. 3, the brokers cannot vote such shares for Proposal No. 3 and, accordingly, any such shares will be “broker non-votes” and will not have any effect on the outcome of the vote. In addition, if other matters are properly brought before the meeting and they are not considered routine under the applicable NYSE rules, shares held by a bank, broker or other holder of

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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 the existence of a quorum.

How 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 Voted if I Do Not Provide My Proxy?

If your shares are held in the name of a brokerage firm, they may be voted by the brokerage firm (to the extent described above under the caption “What Are “Broker Non-Votes” and How Are They Treated?”) even if you do not give the brokerage firm specific voting instructions. If you are a registered shareholder 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 meeting.

How Do I Vote?

To vote by mail if the shares are registered in your name:

If you hold in “street name,” follow the instructions of your bank or broker or vote in person as described below.

To vote in person if you hold in “street name”:

To vote in person if the shares are registered in your name:

What Vote Is Required for the Proposals?

Assuming that a quorum is present at the annual meeting, director nominees receiving affirmative votes from holders of World Fuel common stock will be elected as directors of World Fuel.

Assuming that a quorum is present, ratification of the appointment of our independent registered certified public accounting firm requires a majority of the votes cast on the proposal at the annual meeting.

Assuming that a quorum is present, approval of an amendment to the World Fuel Services Corporation 2006 Omnibus Plan will require the affirmative vote of a majority of the votes cast on the proposal at the annual meeting, provided that the total votes cast on the proposal represent over 50% of all outstanding securities entitled to vote on the proposal.

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How Does the Board of Directors Recommend I Vote on the Proposals?

The Board of Directors recommends that you vote:

How Will My Proxy Holders Vote?

The enclosed proxy designates Paul H. Stebbins, our Chief Executive Officer, and Michael J. Kasbar, our President and Chief Operating Officer, each with full power of substitution, to hold your proxy and vote your shares. Messrs. Stebbins and Kasbar will vote all shares of World Fuel 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. Stebbins and Kasbar intend to vote all shares of World Fuel common stock represented by proxies that are properly executed by the record holder but otherwise do not contain voting instructions as follows:

Can I Change My Vote After I Have Voted?

Voting by mailing a proxy card does not preclude a shareholder from voting in person at the meeting. A shareholder may revoke a mailed proxy at any time prior to its exercise by (i) filing with World Fuel’s Corporate Secretary a duly executed revocation of proxy, (ii) properly submitting by mail a proxy to World Fuel’s Corporate Secretary bearing a later date or (iii) appearing at the meeting and voting in person. Attendance at the meeting will not itself constitute revocation of a proxy.

Who Pays for the Preparation of the Proxy Statement?

World Fuel will bear the cost of the solicitation of proxies from its shareholders, including preparing, printing and mailing this Proxy Statement. In addition to solicitations by mail, World Fuel’s directors, officers and employees, and those of its subsidiaries and affiliates, may solicit proxies from shareholders by telephone or other electronic means or in person but will receive no additional compensation for soliciting such proxies. World Fuel will cause banks and brokerage firms and other custodians, nominees and fiduciaries to forward solicitation materials to the beneficial owners of World Fuel common stock held of record by such banks, brokerage firms, custodians, nominees and fiduciaries. World Fuel may reimburse such banks, brokerage firms, custodians, nominees and fiduciaries for their reasonable out-of-pocket expenses in doing so. We may also retain the services of a solicitor to assist in soliciting proxies and pay them a fee as well as other costs and expenses.

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PROPOSAL NO. 1—ELECTION OF DIRECTORS

Eight 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.

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 of Directors may consist of four to ten directors, and the Board of Directors may increase or decrease the number of directors by amending our By-Laws. Currently, the Board has eight directors, and there are no plans at present to add more directors.

The following table sets forth certain information with respect to each nominee for election to the Board of Directors. A summary of the background and experience of each nominee and director is set forth in the paragraphs following the table.

Nominees for Election:

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Background and Experience of Director Nominees:

PAUL H. STEBBINS has served as our Chairman of the Board of Directors and Chief Executive Officer since July 2002. He has served as a director of World Fuel since June 1995, and served as President and Chief Operating Officer of World Fuel from August 2000 to July 2002. From January 1995 to August 2000, Mr. Stebbins served as President and Chief Operating Officer of World Fuel Services Americas, Inc. (formerly Trans-Tec Services, Inc.), at the time our principal subsidiary engaged in the marine fuel services business. From September 1985 to December 1994, Mr. Stebbins was an officer, shareholder and director of Trans-Tec Services, Inc., a New York corporation, and its affiliated companies. In December 2006, Mr. Stebbins joined the board of directors, and serves on the audit and compensation committees, of First Solar, Inc., a NASDAQ company.

MICHAEL J. KASBAR has served as a director of World Fuel since June 1995 and as President and Chief Operating Officer since July 2002. From January 1995 to July 2002, he served as Chief Executive Officer of World Fuel Services Americas, Inc. (formerly Trans-Tec Services, Inc.), at the time our principal subsidiary engaged in the marine fuel services business. From September 1985 to December 1994, Mr. Kasbar was an officer, shareholder and director of Trans-Tec Services, Inc. and its affiliated companies. Mr. Kasbar is the first cousin of Richard A. Kassar, a director of the Company.

KEN BAKSHI has served as a director of World Fuel since August 2002. Mr. Bakshi has been Chairman of the Board and Chief Executive Officer of Amala Inc, an organic skin care products company, since April 2008 and Vice Chairman of the Board of Row 2 Technologies, a software development firm he co-founded, since February 2006. From December 2002 to February 2006, he was employed by Row 2 as Chief Executive Officer. Since June 2003, he has been a managing partner of Trishul Capital Group LLC, and Trishul Advisory Group LLC, two privately-owned equity investment and consulting companies. From July 2000 to December 2002, he was employed as Executive Vice President and Chief Operating Officer of Vistaar, Inc., an incubator of business-to-business internet based marketplaces. From 1998 to 2000, Mr. Bakshi served as Senior Vice-President of Wyeth (formerly known as American Home Products Corp.), a NYSE company. Prior to 1998, Mr. Bakshi served in various capacities with American Home Products Corp. and American Cyanamid Company, which was acquired by American Home Products in 1994.

JOACHIM HEEL has served as a director of World Fuel since May 2007. Mr. Heel has been Senior Vice-President, Storage Practice for Sun Microsystems, a software and systems developer, since July 2007. Prior to that, Mr. Heel was Senior Vice-President, Global Sales and Service for Sun Microsystems from March 2006 to June 2007 and Senior Vice-President, OEM Business Unit for Sun Microsystems from September 2005 through March 2006. From 1991 through August 2005, Mr. Heel held various positions with McKinsey & Company, a global management consulting partnership, becoming a partner with the firm in 1997. Mr. Heel serves as a director of Intrinsyc Software, Inc., a mobility software and services company listed on the Toronto Stock Exchange.

RICHARD A. KASSAR has been a director of World Fuel since August 2002. Mr. Kassar has been employed as Chief Executive Officer of Freshpet Company, a pet food company, since October 2006, and is currently a principal of Go7Brands, LLC, a brand management company, where he also serves as Senior Vice-President and Chief Financial Officer. From February 2002 to July 2006, Mr. Kassar was the Senior Vice President and Chief Financial Officer of The Meow Mix Company, a cat food company. From May 2001 to January 2002, he was self-employed as a consultant to venture capital firms, advising them primarily on the acquisition of consumer brands. From December 1999 to May 2001, Mr. Kassar was employed as Co-President and Chief Financial Officer of Global Household Brands, a manufacturer of household products. From 1986 to December 1999, he was employed by Chock Full O’Nuts, a coffee company, in various positions, and most recently served as Senior Vice President and Chief Operating Officer. Mr. Kassar serves as a director and chairman of the audit committee of Velocity Express, Inc. and Vaughan Foods, Inc., both NASDAQ companies, and serves as a member of the compensation committee of Velocity Express, Inc. Mr. Kassar is the first cousin of Michael J. Kasbar, our President and Chief Operating Officer and a director of World Fuel.

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MYLES KLEIN has served as a director of World Fuel since February 1995. Mr. Klein is a Certified Public Accountant. From 1971 until 1985, Mr. Klein was a partner in the international accounting and auditing firm of Grant Thornton. Subsequent to 1985, Mr. Klein practiced as Myles Klein, P.A. or Klein & Barreto, P.A. until July 2006 when he sold his accounting practice to Klein, Mendez & Rothbard, LLC.

J. THOMAS PRESBY has served as a director of World Fuel since February 2003. Mr. Presby has used his business experience and professional qualifications to forge a second career of essentially full-time board service since he retired in 2002 as a partner in Deloitte Touche Tohmatsu, an accounting and consulting firm. At Deloitte, Mr. Presby held numerous positions in the United States and abroad, including the posts of Deputy Chairman and Chief Operating Officer. Mr. Presby now serves as a director and chairman of the audit committee of American Eagle Outfitters, Inc., Tiffany & Co., and Invesco Ltd., each a NYSE company, and First Solar, Inc., a NASDAQ company. As Mr. Presby has no significant business activities other than board service, he is available full time to fulfill his board responsibilities. Mr. Presby is a Certified Public Accountant and a holder of the NACD Certificate of Director Education.

STEPHEN K. RODDENBERRY has served as a director of World Fuel since June 2006. Mr. Roddenberry is a shareholder in the law firm of Akerman Senterfitt where he has been employed since 1988.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ELECTION OF THE ABOVE DIRECTOR NOMINEES

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BOARD OF DIRECTORS

The Board of Directors (the “Board”) has four committees: the Governance Committee, the Audit Committee, the Compensation Committee and the Technology and Operations Committee. During 2008, the Board met seven times. Each 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 all of the Board committees on which he served.

Corporate Governance Matters

The Board has established and adopted Corporate Governance Principles which govern the appointment, retention, responsibilities, qualifications and conduct of the Board and its committees. The 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 Securities and Exchange Commission, or SEC, including that a member must not receive any consulting, advisory or other compensatory fee from us, other than in his or her capacity as a member of our Audit Committee, our Board or any other Board committee and a member must not be an affiliate of ours or any subsidiary of ours apart from his or her capacity as a member of the Board or any Board committee. Ownership of 10% or less of our voting securities is deemed not to affect independence. 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”), and Section 162(m) of the Internal Revenue Code. Pursuant to the provisions of Rule 16b-3 and Section 162(m), members of the Compensation Committee must not (i) be an officer, a former officer or an employee of the Company or any subsidiary, nor a former employee who receives compensation for prior services other than under a qualified retirement plan, (ii) receive compensation from us or any subsidiary for services rendered as a consultant or in any capacity other than as a director or (iii) possess an interest in any transaction with us in an amount in excess of $120,000.

The discussion above is not exhaustive, and the Board could 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 all six existing non-management directors, Messrs. Bakshi, Heel, Kassar, Klein, Presby and Roddenberry are independent of us and our management under NYSE 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 two factors: 1) that Mr. Kassar is the first cousin of Mr. Kasbar and 2) that the law firm where Mr. Roddenberry is self-employed, Akerman Senterfitt, received compensation of approximately $7,500 from World Fuel for legal services rendered to Messrs. Stebbins and Kasbar in connection with their agreements with the Company entered into in March 2008. 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. The Board also determined that Mr. Roddenberry satisfied the definition of an outside director under Section 162(m) and a non-employee director under Rule 16b-3 because the compensation received by his law firm was well below the threshold amounts discussed in Section 162(m) and Rule 16b-3. Messrs. Stebbins and Kasbar are considered inside directors because of their employment as our senior executives. As a result of this analysis, Messrs. Stebbins and Kasbar are precluded from sitting on our Audit, Compensation and Governance Committees.

Our six non-management directors comprise our Governance Committee, and meet in executive session (without management present) prior to each scheduled Board meeting, and at other times as they may deem

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necessary. In accordance with the Governance Committee charter, the Chairman of the Governance Committee, which since May 2007 has been Mr. Roddenberry, presides over the meetings of our non-management directors as the “presiding director” for NYSE purposes.

All of our employees, officers (including our principal executive, financial and accounting officers) and directors are held accountable for adherence to our Code of Corporate Conduct and Ethics, or Code of Conduct. The Code of Conduct is intended to provide guidance to all of our employees, officers and directors as to conduct over a wide range of business practices and procedures. Failure to comply with the Code of Conduct may result in disciplinary action, up to and including dismissal. The Code of Conduct covers all areas of professional conduct, including compliance with laws (including antitrust, embargoes and trade sanctions, antiboycott, money laundering and the environment), work environment, conflicts of interest, protecting corporate assets, taking corporate opportunities, company records, insider trading, political activities and contributions, external communications, financial reporting and disclosure, accounting controls as well as specific matters that relate to conducting business on behalf of the Company such as bribes and kickbacks, gifts and entertainment and dealing with government officials. 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 http://www.wfscorp.com within four business days of the amendment or waiver. 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.

We encourage employees and others to report violations of the Code of Conduct and any other unlawful or inappropriate practices they discover relating to our business. The Code of Conduct sets forth procedures for employees to file confidential and anonymous reports of any such violations or practices. In addition, the Audit Committee has established procedures to receive, retain and treat complaints regarding accounting, internal accounting controls or auditing matters and to allow for the confidential and anonymous submission by employees of concerns regarding questionable accounting or auditing matters. The procedure for employees to contact our Vice President of Internal Audit, the Audit Committee, any other committee, the Board or any Board member regarding questionable accounting or auditing matters is set forth in the Code of Conduct. We have advised employees of our policy not to retaliate or take any other detrimental action against employees who submit such complaints in good faith.

It is our policy that each director should attend all meetings of shareholders, absent extenuating circumstances. All of our directors attended the 2008 Annual Meeting of Shareholders either in person or by conference telephone.

Our Corporate Governance Principles, the Code of Conduct, and the charters of each of the Board committees are available on our website at http://www.wfscorp.com by clicking on Investor Relations and then Corporate Governance. Copies of these documents may also be obtained by any shareholder, without charge, by writing to our Corporate Secretary at our address shown below.

Any interested party can contact our Board, any Board committee, our presiding director, the non-management directors as a group or any individual director by (i) writing to any of them, c/o Corporate Secretary, at our principal office at 9800 Northwest 41^st Street, Suite 400, Miami, Florida 33178, (ii) contacting the Company’s compliance hotline at 877-787-8742 (Toll Free Domestic) or 770-776-5690 (Collect) or (iii) accessing http://www.reportlineweb.com/wfs on the Internet. Such communications may be submitted on an anonymous or confidential basis. Any communications received from interested parties in the manner described above will be collected and organized by our Corporate Secretary and will be periodically, but in any event prior to each regularly-scheduled Board meeting, reported and/or delivered to the appropriate director or directors.

Our Corporate Governance Principles provide that directors may serve on the Board until the annual meeting next following their 73^rd birthday unless the Board determines to waive the retirement age. Our Corporate Governance Principles also prohibit our independent directors from serving on the board of directors

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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 obligations as our director (including as Chairman of our Audit Committee). The Board has determined that Mr. Presby’s service on the board of directors of four other public companies (including more than three public company audit committees) will not impair his ability to effectively perform his obligations as our director because: (i) he is fully retired and has ample time to devote to his director and committee responsibilities; (ii) service on multiple audit committees results in specialization and increased knowledge of regulations and audit committee issues, and should thereby improve quality and efficiency; and (iii) two of the companies for which he serves have different fiscal year ends from our fiscal year end.

Committees of the Board

The following table illustrates the current membership of each of our committees, which are composed entirely of independent directors:

The Governance Committee and Nominating Subcommittee

The Governance Committee consists of our six independent directors: Messrs. Bakshi, Heel, Kassar, Klein, Presby and Roddenberry, who serves as Chairman. The Board has determined that each member of the Governance Committee is independent pursuant to NYSE listing standards. The Governance Committee operates pursuant to a written charter which was last amended on February 25, 2008 and can be found on our website at http://www.wfscorp.com by clicking on Investor Relations and then Corporate Governance. The Governance Committee meets in executive session (without management present) prior to each scheduled Board meeting and at other times as it deems necessary. Each meeting of the Governance Committee is presided over by its Chairman. The Governance Committee held four meetings during 2008.

The primary functions of the Governance Committee are to recommend to the Board the corporate governance principles and polices applicable to us; to lead the Board in its annual performance evaluation of the Board and individual members; to identify individuals qualified to become members of the Board; to recommend to the Board the director nominees for the next annual meeting of shareholders; to recommend to the Board the members to serve on the Board’s committees; to review and approve related person transactions; and to annually evaluate the performance of the named executive officers and discuss any changes to the named executive officers’ compensation. In 2009, members of each of the Audit Committee, the Compensation Committee, the Governance Committee and the Technology and Operations Committee conducted evaluations of their respective committee’s performance during 2008, in accordance with the requirements of their committee charters.

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 marine and aviation fuel industry, securities markets, business and finance as well as public service. 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.

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The Nominating Subcommittee was formed by the Governance Committee on April 26, 2005 to assist the Governance Committee with identifying and recruiting qualified candidates for Board membership. The Nominating Subcommittee does not have a separate charter and consists of two of the members at large of the Governance Committee, Messrs. Presby and Bakshi, who serves as Chairman.

The Governance Committee evaluates all nominees for director based on the above criteria, including nominees recommended by shareholders. All nominees for director included on the enclosed proxy card were nominated by our Governance Committee and our Board.

In November 2008, the Board amended and restated our By-Laws to include advance notice provisions for the nomination of directors by shareholders. 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: (1) the relationship between the nominating shareholder and the underlying beneficial owner, if any, and such parties’ stock holdings and derivative positions in the Company’s securities; (2) information the Company deems 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 (3) 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 intends to nominate a director at the 2010 Annual Meeting of Shareholders must deliver a notice to the Corporate Secretary of the Company no earlier than the close of business on January 28, 2010 and no later than the close of business on February 26, 2010 at World Fuel Services Corporation, 9800 Northwest 41^st Street, Suite 400, Miami, FL 33178. A nomination not made in accordance with the procedures set forth in our By-Laws will be void. If a submission is in proper form as provided under our By-Laws, the Governance Committee will apply the same standards to the evaluation of a shareholder nominee as it applies to nominees submitted by others.

In addition to considering candidates suggested by shareholders, the Governance Committee considers potential candidates recommended by current directors, employees and others. The Governance Committee may also retain professional search firms to identify director candidates. The Governance Committee has the sole authority to approve the fees and other retention terms of any such firms.

The Audit Committee

The Audit Committee consists of Messrs. Kassar, Klein and Presby, who serves as Chairman. The Audit Committee held six meetings during 2008.

The Audit Committee operates pursuant to a written charter which was last amended on February 25, 2008 and is available on our website at http://www.wfscorp.com by clicking on Investor Relations and then Corporate Governance. In accordance with NYSE listing standards, the charter addresses the purpose, duties and responsibilities, and requires an annual performance evaluation, of the Audit Committee.

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 at least one member of the Audit Committee, Mr. Presby, meets 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

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determined that Mr. Presby’s simultaneous service on the audit committees of four other public companies will not impair his ability to effectively serve on the Audit Committee or as Chairman of the Audit Committee because (i) he is fully retired and has ample time to devote to his director and committee responsibilities; (ii) service on multiple audit committees results in specialization and increased knowledge of regulations and audit committee issues, and should thereby improve quality and efficiency; and (iii) two of the companies for which he serves have different fiscal year ends from that of the Company.

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 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, the Audit Committee performs the following principal functions: reviews the qualifications, independence and performance of our independent registered certified public accounting firm; approves the appointment of our independent registered certified public accounting firm for the ensuing year; reviews the scope and budget for the annual audit; reviews with the independent registered certified public accounting firm the results of the audit engagement, including a review of the consolidated financial statements and the management letter; approves all audit and non-audit services to be provided by the independent registered certified public accounting firm; reviews the scope of, and compliance with, our internal controls; reviews the effectiveness of our internal audit function; and recommends to the Board that the audited consolidated financial statements be included in our Annual Report on Form 10-K. While the Audit Committee has the responsibilities set forth in the charter, it is not the Audit Committee’s duty to prepare the Company’s financial statements, or to provide any expert or special assistance as to the Company’s financial statements or any professional certifications as to the independent auditors’ work.

The Audit Committee has adopted policies for pre-approving all work to be performed by our independent registered certified public accounting firm. These policies are described in the section of this Proxy Statement titled “Proposal No. 2—Ratification of Independent Registered Certified Public Accounting Firm.”

Report of the Audit Committee

The Audit Committee has reviewed and discussed with management and with the independent registered certified public accounting firm the audited consolidated financial statements for the 2008 fiscal year. The Audit Committee has also performed the other reviews and duties set forth in its charter. The Audit Committee discussed with the independent registered certified public accounting firm the matters required to be discussed by Statement on Auditing Standards No. 61 (Communication with Audit Committees), as amended, as adopted by the Public Company Accounting Oversight Board in Rule 3200T.

Additionally, the Audit Committee has: (i) received the written disclosures and the letter from the independent registered certified public accounting firm required by the applicable requirements of the Public Company Accounting Oversight Board regarding the independent registered certified public accounting firm’s communications with the Audit Committee concerning independence; (ii) considered whether the provision of tax and accounting research and other non-audit services by our independent registered certified public accounting firm is compatible with maintaining their independence; and (iii) discussed with the independent registered certified public accounting firm their independence from us and our management.

In reliance on the foregoing reviews and discussions, the Audit Committee recommended to the Board that the audited consolidated financial statements referred to above be included in our Annual Report on Form 10-K for the 2008 fiscal year, for filing with the SEC.

J. Thomas Presby, Chairman

Richard A. Kassar, Member

Myles Klein, Member

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The Compensation Committee

The Compensation Committee consists of Messrs. Kassar, Roddenberry and Bakshi, who serves as Chairman. 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 Internal Revenue Code. The Compensation Committee operates pursuant to a written charter which is available on our website at http://www.wfscorp.com by clicking on Investor Relations and then Corporate Governance. During 2008, the Compensation Committee held ten meetings.

The primary function of the Compensation Committee is to discharge the Board’s responsibilities relating to the compensation of our executive officers. The Compensation Committee’s primary responsibilities are:

The Technology and Operations Committee

The Technology and Operations Committee was formed on November 4, 2005 and consists of three non-management directors, Messrs. Bakshi, Heel and Kassar, who serves as Chairman. The Technology and Operations Committee operates pursuant to a written charter which is available on our website at http://www.wfscorp.com by clicking on Investor Relations and then Corporate Governance. The primary purpose of the Technology and Operations Committee is to oversee our significant technology and operations initiatives.

Compensation of Directors

Fees Earned or Paid in Cash

In 2008, our directors were paid the following fees:

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Directors who are not employed by us 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 2008, the Board elected to grant each non-management director (i) approximately $60,000 worth of restricted stock units, or RSUs, which resulted in each non-management director receiving 2,532 RSUs, and (ii) approximately $60,000 worth of stock-settled stock appreciation rights, or SSARs, which resulted in each non-management director receiving 7,595 SSARs. The RSUs vest in twelve equal monthly installments of approximately 211 RSUs per month, but the directors will not receive the shares corresponding to such RSUs until they cease to be a director. The SSARs vest on the first anniversary of the grant date or on the date of the next annual meeting that follows the grant date, whichever occurs first.

The table below summarizes the compensation paid by us to our non-management directors for services rendered in 2008. Directors who are employed by us do not receive additional compensation for serving as directors.

DIRECTOR COMPENSATION

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Director Stock Ownership Guidelines

Each non-management director is required to accumulate, over a period of five years following his election to the Board, a minimum of five times the annual fee for service on the Board, or $250,000, in our common stock. All of our directors, with the exception of Mr. Heel who was elected to the Board in May 2007, have achieved stock ownership levels in excess of the amount required. Vested restricted stock units and stock units that a director has elected to defer until retirement are included in the calculation of whether the minimum ownership requirement has been achieved.

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INFORMATION CONCERNING EXECUTIVE OFFICERS

The following table sets forth certain information with respect to our executive officers. A summary of the background and experience of each executive officer, other than Messrs. Stebbins and Kasbar, is set forth in the paragraphs following the table. The background and experience of Messrs. Stebbins and Kasbar are described above in the section titled “Proposal No. 1—Election of Directors.” All executive officers serve at the discretion of the Board.

IRA M. BIRNS assumed the duties of Executive Vice President and Chief Financial Officer on April 16, 2007. From August 2004 to March 2007, Mr. Birns served as Vice-President and Treasurer and Vice President—Investor Relations of Arrow Electronics, Inc., an electronics distributor. From May 2002 until August 2004, he served as Vice President and Treasurer of Arrow Electronics, Inc. Prior thereto and from 1996, he served as Treasurer of Arrow Electronics, Inc. He was Assistant Treasurer of Arrow Electronics, Inc. from 1989-1996.

MICHAEL S. CLEMENTI has served as Aviation Segment President of World Fuel Services, Inc., our principal domestic operating subsidiary, since April 1998. From August 1994 to March 1998, he served as Senior Vice President of World Fuel Services, Inc.

FRANCIS X. SHEA was appointed Chief Risk and Administrative Officer on January 13, 2005 and has served as our Executive Vice President since September 2001. From June 2006 to April 2007, Mr. Shea served as our Interim Chief Financial Officer. He previously served as our Chief Financial Officer from July 2002 to January 2005. From September 1999 to August 2001, he served as director and senior advisor for the Center for Business and Advisory Services, an affiliate of Arthur Andersen, based in Jakarta, Indonesia, that provided consulting and financial services. He served as the Jakarta, Indonesia representative of our marine fuel services subsidiaries from January 1999 to December 1999. From February 1991 to December 1994, he also served as President and Chief Operating Officer of Trans-Tec New York, a marine fuel and related services business acquired by us in 1995.

PAUL M. NOBEL joined us in 2005 as Senior Vice President of Finance. In June 2006, Mr. Nobel was appointed Senior Vice President and Chief Accounting Officer, and from June 2008 through September 2008, Mr. Nobel was Interim Treasurer. From 2003 to 2005, Mr. Nobel served as Vice President—Finance of Mayor’s Jeweler’s, Inc., a jewelry retailer and manufacturer. From 1993 to 2003, Mr. Nobel held various positions in the Assurance and Advisory Group of Deloitte & Touche LLP, an accounting and consulting firm, serving as senior manager during his last three years.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information with respect to the beneficial ownership of our common stock and stock units, as of April 1, 2009, by (i) each person known to us to beneficially own more than 5% of our outstanding common stock; (ii) our named executive officers for the fiscal year ended December 31, 2008; (iii) each director and nominee for director and (iv) all of the executive officers and directors as a group. Except as shown in the table, no other person is known by us to beneficially own more than 5% of our outstanding common stock. Unless otherwise stated, all shares are held with sole dispositive and voting power.

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The ownership of one investment company, Fidelity Low Priced Stock Fund, amounted to 1,600,000 shares of our outstanding common stock. Fidelity Low Priced Stock Fund has its principal business office at 82 Devonshire Street, Boston, MA 02109.

Edward C. Johnson 3d and FMR LLC, through its control of Fidelity and the Fidelity Funds, each has sole power to dispose of the 1,600,000 shares owned by the Funds.

Members of the family of Edward C. Johnson 3d, Chairman of FMR LLC, are the predominant owners, directly or through trusts, of Series B voting common shares of FMR LLC, representing 49% of the voting power of FMR LLC. The Johnson family group and all other Series B shareholders have entered into a shareholders’ voting agreement under which all Series B voting common shares will be voted in accordance with the majority vote of Series B voting common shares. Accordingly, through their ownership of voting common shares and the execution of the shareholders’ voting agreement, members of the Johnson family may be deemed, under the Investment Company Act of 1940, to form a controlling group with respect to FMR LLC.

Neither FMR LLC nor Edward C. Johnson 3d, Chairman of FMR LLC, has the sole power to vote or direct the voting of the shares owned directly by the Fidelity Funds, which power resides with the Funds’ Boards of Trustees. Fidelity carries out the voting of the shares under written guidelines established by the Funds’ Boards of Trustees.

Strategic Advisers, Inc., 82 Devonshire Street, Boston, MA 02109, a wholly-owned subsidiary of FMR LLC and an investment advisor registered under Section 203 of the Investment Advisers Act of 1940, provides investment advisory services to individuals. As such, FMR LLC’s beneficial ownership includes 14,985 shares, or 0.051%, of our outstanding common stock, beneficially owned by Strategic Advisers, Inc.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires our directors and executive officers, and persons who own more than 10% of our common stock, to file with the SEC reports of ownership and changes in ownership of our common stock and other equity securities. Based solely on a review of such reports that were filed with the SEC, all filings required of directors and executive officers and persons who own more than 10% of our common stock in 2008 were made on a timely basis.

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COMPENSATION OF EXECUTIVE OFFICERS

The following Compensation Discussion and Analysis contains statements regarding future individual and Company performance goals. These performance goals are disclosed in the limited context of our executive compensation program and should not be understood to be statements of management’s expectations or estimates of results or other guidance. We specifically caution investors not to apply these statements to other contexts.

Compensation Discussion and Analysis

This section discusses and analyzes our executive compensation policies and principles for our named executive officers and describes the compensation provided to these named executive officers in 2008. For 2008, our named executive officers were Paul H. Stebbins, Michael J. Kasbar, Ira M. Birns, Michael S. Clementi and Francis X. Shea.

Executive Summary

Our unique business model involves a minimal amount of fixed assets and entails high risk and high variability in business conditions. The creation of shareholder value is driven almost entirely by the quality and performance of management, making the need for appropriate recognition and rewards especially critical.

Over the long term, our total shareholder return is a good indicator of management’s success in creating shareholder value. Like most companies, our stock price over the long term is primarily driven by the growth rate of net after-tax income and earnings per share. Thus, achieving sustained earnings growth is fundamental to creating shareholder value. However, high variability in business conditions makes it difficult to set goals for long-term earnings growth. In addition, from year to year, our stock price can be greatly influenced by oil price fluctuations, overall stock market performance and other extraneous economic factors.

Our net after-tax income for 2007 was only 1.3% higher than our net after-tax income for 2006 and was far below the threshold performance goal set by the Compensation Committee for the annual cash incentive awards and performance-related equity awards. Consequently, none of the named executive officers earned an annual cash incentive award for 2007, and the 2007 tranche of the performance-related restricted stock grant made in 2006 was forfeited. In March 2008, faced with softening business conditions in the United States and around the globe and higher oil prices, which seemed likely to result in a challenging year for growth due to the negative effect on the industries in which our customers operate, the Compensation Committee decided to:

In addition, the Compensation Committee approved a new compensation program for Mr. Clementi in March 2008 which based his annual cash incentive award and equity awards on the performance of our Aviation Segment, of which he is President, in order to more directly align Mr. Clementi’s pay with the performance of the Aviation Segment.

The growth in net after-tax income for 2008—at 62% higher than our 2007 net after-tax income—proved to be extraordinary, especially in light of the significant worldwide recession. As a result of this above-average earnings growth, (i) Messrs. Stebbins, Kasbar, Birns and Shea each earned their maximum annual cash incentive awards for 2008, (ii) the five named executive officers each earned the maximum amount of the allocated 2008

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tranche of the mega-grant performance-related restricted stock awards, and (iii) (based on the compound annual growth rate in our earnings per share for 2006-2008) Messrs. Stebbins, Kasbar, Shea and Clementi each earned the maximum amount under the mega-grant performance-related SSAR awards made in 2006.

Although the 2008 annual cash incentive awards made by the Compensation Committee were performance-based, they did not address management’s achievements under the extremely difficult business conditions in 2008. The Compensation Committee closely tracked the Company’s financial performance in 2008, and in the third quarter, the Compensation Committee began discussing with management appropriate incentives and rewards for such achievements. After further discussion, in accordance with our pay-for-performance philosophy, the Compensation Committee decided to:

The Compensation Committee strives to set named executive officer pay that is reasonable in relation to financial performance as measured by our net after-tax income, earnings per share and total shareholder return. The Compensation Committee has also established substantial equity components with retention requirements in order to keep a significant portion of named executive officer pay at risk until their strategies have been tested over some reasonable period of time.

The compensation program for our named executive officers includes the following summarized components below:*

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The following pie charts illustrate the Compensation Committee’s policy that the portion of pay that is performance-based should increase with the executive’s responsibility for our success:

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Executive Compensation Philosophy

The Compensation Committee has designed our executive compensation programs based on the following principles:

Role of Compensation Committee and Management in Executive Compensation

The Compensation Committee, which is comprised entirely of independent directors and is advised by independent compensation consultants retained by the Compensation Committee, establishes and oversees our executive compensation programs to ensure that they reflect our executive compensation philosophy. In determining individual compensation, the Compensation Committee assesses each named executive officer’s responsibilities and roles with respect to overall corporate policy-making and strategy, management, operations and administration, the importance of retaining the executive and his length of service.

The Compensation Committee establishes and approves the compensation of our Chief Executive Officer and our Chief Operating Officer after careful consideration of our corporate growth and profitability and relevant business conditions. The Compensation Committee also reviews and approves the compensation of the other executive officers (including the other named executive officers) based upon the written individual performance evaluations by the Chief Executive Officer and the Chief Operating Officer and upon the recommendations of the Chief Executive Officer and the Chief Operating Officer regarding compensation actions for the other executive officers.

The Compensation Committee also annually reviews the nature, amounts, award terms and mix of all elements of the named executive officers’ compensation, both separately, for internal consistency, and in the aggregate, to ensure that:

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The Compensation Committee’s goals in this process include avoiding any inadvertent incentives for executive officers to take inappropriate business risks by making decisions that may be in their best interests but not in the best interests of our shareholders. The process involves a review of the business risks faced by us, our strategy for addressing these risks and our overall performance objectives for the year.

The Compensation Committee also uses comprehensive tally sheets in this process. The tally sheets include the current value (as compared to their grant date value) of outstanding equity awards and the value of executive officers’ stockholdings in the Company. The Compensation Committee reviews aggregate amounts realized or realizable from prior years’ compensation (what some commentators call an “accumulated wealth analysis”) when making decisions regarding current compensation to ensure that it is fully informed of all the compensation and benefits the executive has received as an employee of the Company. The Compensation Committee does not, however, specifically use the tally sheets or wealth accumulation analysis in determining the executive’s compensation for a given year.

The Compensation Committee believes that:

The Compensation Committee strongly believes that it is an unnecessary risk to shareholder value to give significant weight to an accumulated wealth analysis when making decisions regarding current compensation. High quality executive talent with the experience and capabilities upon which our growth and profitability is dependent is scarce. To reduce current year compensation because an executive has realized gains based on a desired creation of shareholder value is seen by the Compensation Committee as counterproductive.

Following these reviews and assessments, the Compensation Committee determines what it believes to be an appropriate current year compensation package for each named executive officer. This process is subjective and involves the exercise of discretion and judgment. The Compensation Committee does not use a formula in which stated factors or their interrelationships are quantified and weighted (either in general or as to each named executive officer).

By the end of the first quarter of each year, the Compensation Committee sets performance goals for our corporate growth and profitability relevant to threshold, target and maximum annual cash incentive awards and performance-related equity awards to our named executive officers for that year. The Compensation Committee establishes these performance goals after discussions with our Chief Executive Officer and Chief Operating Officer, as part of our business planning process, taking into account such relevant factors as our recent and historical growth and profitability and stock price and current and expected business conditions and cost of capital.

Based on these discussions, the Compensation Committee determines the level of annual cash incentive awards and performance-related equity awards to our named executive officers that would make their total direct compensation reasonable in relation to the levels of shareholder value created by achievement of the performance goals. However, the Compensation Committee has the discretion to decrease any annual cash incentive award or performance-related equity award after reviewing our growth, profitability and total shareholder return for the full year.

Independent Compensation Consultants

In 2008, the Compensation Committee used two independent compensation consultants: Independent Compensation Committee Adviser, LLC (“ICCA”) and Mr. John R. Benbow. ICCA has been providing consulting services to the Compensation Committee since January 2004 and was engaged directly by the

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Compensation Committee to provide ongoing advice with respect to our executive compensation programs. ICCA assists the Compensation Committee in identifying key issues, reviews and comments upon all plans, agreements or other documents the Compensation Committee is asked to adopt or approve, reviews reports, explains relevant information, provides feedback to the Compensation Committee and attends meetings of the Compensation Committee. Mr. Benbow served as Chairman of the Compensation Committee until his retirement from the Board in May 2007 and was thereafter engaged directly by the Compensation Committee to assist the Compensation Committee in the fulfillment of its duties and responsibilities and to provide ongoing advice with respect to our executive compensation programs. ICCA and Mr. Benbow reported directly and exclusively to the Compensation Committee and did not provide services to management. ICCA and Mr. Benbow, following his retirement from the Board and engagement as a compensation consultant, have not performed other services for the Company unrelated to executive compensation.

2008 Compensation Program for Mr. Clementi

In March 2008, the Compensation Committee approved a new compensation program for Mr. Clementi which based his annual cash incentive award and equity awards (in the form of RSU awards) on the performance of the Company’s Aviation Segment, of which he is President. Under the program, Mr. Clementi’s annual total direct compensation (“TDC”) is a percentage of the net operating income of the Aviation Segment that is established under a formula as a reasonable reward for the percent of growth above the baseline net operating income of the Aviation Segment. The baseline net operating income for a particular year is the final net operating income for the Aviation Segment for the preceding year, adjusted to reflect the annualized net operating income of any businesses acquired in the preceding year. The final net operating income of the Aviation Segment, which may be further adjusted at year end either positively or negatively to reflect any year over year change in working capital, will be used to determine the level of growth over the baseline net operating income.

After subtracting Mr. Clementi’s base salary from his TDC, any balance is allocated to his annual cash incentive award. In the event Mr. Clementi’s TDC for a particular calendar year exceeds $1 million, the excess amount is allocated 50% to an annual cash incentive award and 50% to a RSU award. Mr. Clementi’s TDC for any calendar year is capped at $5,000,000, and the maximum impact to the TDC from any acquisitions in the calendar year in which such acquisitions are completed will not exceed $750,000. For any calendar year in which there is zero or negative growth over the baseline net operating income number, Mr. Clementi will not receive an annual cash incentive award or RSU award, and the TDC calculation for the following calendar year will be adjusted by lowering the applicable TDC percentages.

Components of Executive Compensation Program

In 2008, our executive compensation program for our named executive officers consisted of the following six elements:

The Compensation Committee determined the amounts that could be earned for each of the six elements of our 2008 executive compensation program in accordance with our pay-for-performance philosophy, our annual budget and the relationship between the total direct compensation payable to our named executive officers and

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the Company’s net after-tax income. Base salary was the only fixed portion of the named executive officers’ compensation (aside from standard benefits and minimal perquisites) and, with the exception of Mr. Birns, represented the smallest portion of their total compensation while the rest of their compensation (consisting of annual cash incentive awards, the equity-based awards and the 2008 special bonus awards) was variable and depended on the Company’s performance or the performance of the Aviation Segment in the case of Mr. Clementi. The 2008 annual cash incentive awards were performance based, and the base salaries of the named executive officers, with the exception of Mr. Birns, ranged from 30% to 40% of the maximum cash compensation that each executive could earn if the maximum performance targets were achieved. Consistent with our pay-for-performance philosophy, we do not provide any pension or other retirement plans.

The following sections describe each of the six individual elements of our executive compensation program for 2008.

Base Salary

Base salary is reviewed annually, but not necessarily increased, by the Compensation Committee. The Compensation Committee believes that providing a minimum level of cash compensation as base salary for performing management job responsibilities is necessary to attract, retain and motivate executives but should not be the primary means of recognizing their performance. The Compensation Committee considers the individual’s skills, responsibilities and experience when determining the base salary for each named executive officer. There were no base salary increases in 2008 for our named executive officers with the exception of Mr. Clementi who received an increase of $25,000.

Annual Cash Incentive Awards

Our named executive officers are eligible for annual cash incentive awards under our 2008 Executive Incentive Plan, or EIP, which is administered by our Compensation Committee. The Compensation Committee set performance goals for Messrs. Stebbins, Kasbar, Birns and Shea for the 2008 annual cash incentive awards based on the achievement in 2008 of specified levels of growth in our net after-tax income as compared with our 2007 net after-tax income, while Mr. Clementi’s performance goals were based on the achievement in 2008 of specified levels of growth in the net operating income of our Aviation Segment as compared with the baseline net operating income for the Aviation Segment that was established under his program. The Compensation Committee used these performance goals because it believes that growth in our earnings and the Aviation Segment’s earnings is fundamental to creating shareholder value. Under the terms of the EIP, the Compensation Committee has the discretion to decrease or eliminate an annual cash incentive award.

In March 2008, the Compensation Committee decided to establish lower net after-tax income growth targets for the threshold, target and maximum 2008 annual cash incentive awards to be payable to the named executive officers, with the exception of Mr. Clementi, than had been approved for 2007 due to softening business conditions in the United States and around the globe and higher oil prices, which the Compensation Committee believed were likely to have a negative impact on the industries in which our customers operate, resulting in a challenging year for growth. Also, our net after-tax income for 2007 was only 1.3% higher than in 2006 and was far below the threshold performance goal set by the Compensation Committee for annual cash incentive awards and performance-related mega-grant equity awards (resulting in the named executive officers earning no annual cash incentive award for 2007 and forfeiting the 2007 tranche of the performance-related mega-grant restricted stock awards).

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For 2008, the award percentages that could have been earned by Messrs. Stebbins, Kasbar, Birns and Shea based upon the threshold, target and maximum performance goals for the percentage growth in our net after-tax income were as follows:

2008 Annual Cash Incentive Awards as a Percentage of Base Salary

The maximum performance goal in 2008 was met by Messrs. Stebbins, Kasbar, Birns and Shea since our net after-tax income for 2008 was 62% higher than our 2007 net after-tax income. Consequently, each of the four named executive officers listed above earned the maximum annual cash incentive award for 2008.

In 2008, the net operating income of our Aviation Segment was 2.3% higher than the baseline net operating income established under Mr. Clementi’s program, which was calculated by taking the net operating income of the Aviation segment in 2007 and adjusting it for the AVCARD acquisition. Under Mr. Clementi’s program, the 2.3% growth corresponded to a TDC of 1.36% of the net operating income of the Aviation Segment. As a result, Mr. Clementi’s TDC for 2008 equaled $876,211. After subtracting his base salary of $500,000, Mr. Clementi received an annual cash incentive award of $376,211.

Additional information regarding the 2008 annual cash incentive awards can be found in the Grants of Plan-Based Awards Table on page 38 and the related footnotes.

2008 Special Bonus Awards

In 2008, as in every year, the Compensation Committee closely tracked our financial performance. By the third quarter, the Compensation Committee concluded that the 2008 annual cash incentive award formula did not address earnings growth of the magnitude that management appeared likely to achieve despite the extremely difficult business conditions in 2008. Accordingly, the Committee began discussing with management appropriate incentives and rewards for growth of this magnitude and, consistent with our pay-for-performance philosophy, decided to award Messrs. Stebbins, Kasbar, Birns and Shea special cash and stock bonus awards in recognition of their extraordinary achievements in 2008 which resulted in 62% growth in net after-tax income from 2007. In determining the amount and type of awards, the Compensation Committee considered the potential tax and accounting implications of the awards and the potential payouts under the proposed 2009 compensation program (discussed below) were the same growth in earnings as was achieved in 2008 achieved in 2009.

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In February 2009, the Compensation Committee awarded Messrs. Stebbins, Kasbar, Birns and Shea special bonus awards in the form of cash and stock as follows:

The Compensation Committee decided that each of the stock awards would not be subject to the normal stock retention requirement but would be subject to a special stock retention requirement which would require the executive to retain 100% of the award, net of taxes, for a period of three years. Because of such special retention requirement, the Compensation Committee determined that a small portion of the special bonus awards would be paid in cash.

The Compensation Committee also decided to grant a special bonus award to Mr. Clementi for his success in limiting credit losses and delivering good results in the Aviation Segment when taking into consideration the difficult operating environment for the Aviation Segment in 2008. The Compensation Committee awarded Mr. Clementi $190,000 in cash and RSUs having an approximate grant date value of $167,000, or 6,025 RSUs, 50% of which will vest on the third anniversary of the grant date and 50% of which will vest on the fourth anniversary of the grant date. Mr. Clementi’s RSUs are subject to the normal stock retention requirement discussed further on page 33.

Equity-Based Awards

Our named executive officers and others are eligible to receive periodic grants of equity-based awards pursuant to our 2006 Omnibus Plan, which is administered by our Compensation Committee. The Compensation Committee believes that equity-based awards are appropriate long-term incentive compensation vehicles for our executives because it believes that our stock price is a good indicator of our success in creating shareholder value over the long-term. The Compensation Committee also believes that equity-based awards with multi-year vesting periods promote retention of our executives and provide further long-term incentives for creating shareholder value. Under the terms of the 2006 Omnibus Plan, the Compensation Committee has the discretion to reduce the amount of a performance-related equity award.

In 2006, the Compensation Committee awarded our named executive officers equity-based awards consisting of performance-related restricted stock and performance-related SSARs that were intended to serve as the equity component of their compensation for the years 2006-2008. The performance-related restricted stock grants made to the named executive officers in 2006 provided that a maximum of 20% of the awarded performance-related restricted stock could be earned during each of the five calendar years from January 1, 2006 through December 31, 2010, based upon the achievement of specified growth targets in our net after-tax income for that year. Shares which are not earned in a particular year are forfeited. The Compensation Committee set the performance goals for each of the calendar years in the five-year performance period in 2006 and has no discretion to alter them. The Compensation Committee chose the performance goal of growth in net after-tax income because it believed that achieving sustained earnings growth is fundamental to creating shareholder value. The shares of performance-related restricted stock granted in 2006 that are earned each year will not vest unless the executive continues to be employed by us through March 21, 2011. This five year service-based cliff vesting schedule provides an incentive for the executive to remain employed by us throughout the vesting period.

Mr. Birns joined the Company in April 2007 and received two hire grants of equity-based awards consisting of (i) 6,000 shares of restricted stock which vest in equal portions over a three-year period and (ii) 7,500 SSARs which are subject to three-year cliff vesting. These hire grants were provided to replace unvested awards granted to Mr. Birns by his previous employer. Mr. Birns also received a multi-year performance-related award of 10,000 shares of restricted stock, which is subject to the same terms and performance goals described above for the 2006

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multi-year performance-related restricted stock awards to our other named executive officers, with the exception that the performance period for Mr. Birns’ grant is each of the five calendar years from January 1, 2007 through December 31, 2011.

For 2008, the portion of the multi-year performance-related restricted stock grants that could have been earned by the named executive officers based upon the threshold, target and maximum performance goals for the percentage growth in our net after-tax income were as follows:

2008 Portion of Multi-Year Performance-Related Restricted Stock Grants

Because the maximum growth level in net after-tax income was achieved in 2008, the maximum portion of the performance-related restricted stock grants allocated to 2008 was earned by each of the named executive officers.

The performance-related SSARs granted in 2006 to our named executive officers, with the exception of Mr. Birns (who did not receive a performance-related SSAR grant when he joined the Company in 2007), were subject to satisfaction of performance goals over a three-year performance period from January 1, 2006 through December 31, 2008. The Compensation Committee decided to award SSARs, rather than stock options, because (1) the recipient of a SSAR is not required to pay an exercise price (thereby avoiding the need for a cashless exercise program through a third party brokerage firm or otherwise), and (2) a SSAR results in our issuance of fewer shares to the recipient than an option.

The performance goal used to determine vesting of the performance-related SSARs was the compound average annual growth rate, or CAGR, in earnings per share, or EPS, over the three-year performance period. The Compensation Committee selected this goal (instead of using CAGR in net after-tax income for this purpose) in order to provide management with appropriate incentives to balance the objectives of maximizing earnings and minimizing dilution. The Compensation Committee chose a three-year performance period in order to provide the executives with an incentive for creating long-term shareholder value. The Compensation Committee set the performance goals for the full three-year performance period in 2006 and had no discretion to alter them. SSARs will have no value if there is no growth in our common stock above the exercise price of the SSAR. Thus, SSARs provide an incentive to maintain a high CAGR in EPS over time which, in turn, should result in increases in the market price of our stock.

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The multi-year performance-related SSAR grants made in 2006 that could have been earned by the four named executive officers based upon the threshold, target and maximum performance goals for the percentage growth in CAGR in EPS for the three-year performance period were as follows:

Multi-Year Performance-Related SSAR Grants

Each of Messrs. Stebbins, Kasbar, Birns and Shea earned their respective maximum amount of the performance-related SSARs granted in 2006 because the maximum growth level in CAGR in EPS over the three-year performance period was achieved. The performance-related SSARs will expire unless they are exercised within five years after they are granted (two years after the end of the three-year performance period). As of April 1, 2009, the SSARs, which vested on March 21, 2009, were “under water” (meaning that the exercise prices of such awards were greater than our stock price), but they have a remaining term of two years. The three-year vesting schedule provided an incentive for the executive to remain employed by us throughout the vesting period and for creating long-term shareholder value.

In March 2008, due to softening business conditions in the United States and around the globe and higher oil prices, which the Compensation Committee believed were likely to have a negative impact on the industries in which our customers operate, resulting in a challenging year for growth, the Compensation Committee, upon the recommendation of our Chief Executive Officer and our Chief Operating Officer, made additional equity grants to Messrs. Birns, Shea and Clementi. The purpose of these additional equity grants was to retain and motivate Messrs. Birns, Shea and Clementi to achieve long-range goals and to further align their interests with those of the Company’s shareholders and thereby promote the long-term financial interest of the Company. The additional equity granted on March 15, 2008 was as follows:

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These vesting schedules provide an incentive for the executive to remain employed by us throughout the vesting period and to help create long-term shareholder value. The Compensation Committee decided to award SSARs, rather than stock options, because (1) the recipient of a SSAR is not required to pay an exercise price (thereby avoiding the need for a cashless exercise program through a third party brokerage firm or otherwise), and (2) a SSAR results in our issuance of fewer shares to the recipient than an option.

Mr. Clementi is eligible to receive equity awards, in the form of RSUs, under his 2008 compensation program if his TDC exceeds $1 million for a particular calendar year. Because Mr. Clementi’s TDC for 2008 equaled $876,211, he did not receive a RSU award under his 2008 compensation program.

Benefits and Perquisites

In keeping with our pay-for-performance philosophy, only limited standard benefits and perquisites are provided to our executives as described below in order for us to be successful in attracting and retaining executives. The total amount of benefits and perquisites provided to the named executive officers during 2008 was only a small percentage of each named executive officer’s total compensation. These amounts are included in the second to last column of the Summary Compensation Table at page 35 under “All Other Compensation” and related footnotes and are more precisely described in the All Other Compensation Table on page 37.

Retirement and Deferred Compensation

We maintain the World Fuel Services Corporation 401(k) Profit Sharing Plan, or our 401(k) Plan, to enable eligible employees to save for retirement through a tax-advantaged combination of elective employee contributions and our matching contributions. The 401(k) Plan allows eligible employees to elect to contribute a percentage of their eligible compensation on a pre-tax basis, up to the maximum dollar amounts permitted by law. In 2008, the maximum employee elective contribution to the 401(k) Plan was $15,500, plus an additional $5,000 for employees who were at least 50 years old in 2008. Eligible compensation generally means all wages, salaries and fees for services from us. Matching contributions under the 401(k) Plan are discretionary. For 2008, we matched 25% of the first 4% of eligible compensation that each eligible participant elected to contribute to the 401(k) Plan. The portion of an employee’s account under the 401(k) Plan that is attributable to matching contributions vests immediately. The amounts of our matching contributions under the 401(k) Plan for 2008 for each of the named executive officers is included in the All Other Compensation Table on page 37.

We do not maintain any non-qualified deferred compensation plan or supplemental executive retirement plan for our named executive officers. However, the prior employment agreements in effect for Messrs. Stebbins and Kasbar provided that any bonuses payable to either of them that would not be deductible under Section 162(m) for the year earned would be deferred until a fiscal year in which they would be deductible. Payment of the deferred bonus would be made in all events in the year in which the executive’s employment terminates or the employment agreement expired. Any amount deferred in this manner is being credited with interest at the prime rate as published in the Wall Street Journal.

Other Benefits and Perquisites

Our named executive officers are eligible for the same health and welfare benefits as are available to all of our eligible employees during active employment. These benefits include medical, dental, vision, short-term and long-term disability and up to $50,000 of term life insurance coverage. We pay the entire cost of coverage for medical, short-term disability and term life insurance for the named executive officers and their covered dependents.

Messrs. Stebbins, Kasbar, Birns and Clementi are also provided with a country club membership to be used for business entertainment purposes and to facilitate business meetings.

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Other Compensation

In March 2008, in connection with entering into agreements with the Company for their continued employment, the Compensation Committee awarded Messrs. Stebbins, Kasbar and Clementi cash and equity sign-on awards. Messrs. Stebbins and Kasbar each received $250,000 in cash and 50,000 SSARs with an exercise price at a 20% premium over the fair market value on the grant date, which will vest ratably over a three-year period. Mr. Clementi received $250,000 in cash and 50,000 SSARs, 50% of which will vest on the third anniversary of the grant date and 50% of which will vest on the fifth anniversary of the grant date. The cash and equity sign-on awards are included in the Bonus and Option Awards columns of the Summary Compensation Table at page 35 and the SSAR awards are also included in the Grants of Plan-Based Awards Table on page 38.

Agreements with Executives

Our Compensation Committee believes that it is important to protect our intellectual capital. Accordingly, we maintain agreements with certain of our named executive officers that provide consideration for, and thus ensure the effectiveness of, important non-compete and other restrictive covenants and consulting obligations applicable under such agreements following termination of employment. The Compensation Committee believes that these agreements serve to encourage the continued attention and dedication of the executives to their assigned duties and mitigate the uncertainty and questions a potential change of control may raise among executives. The Compensation Committee also deems these agreements to be appropriate and necessary to attract and retain these executives.

Our Compensation Committee generally views the potential payments and benefits payable under a termination or change of control scenario as a separate compensation element because such payments and benefits are not expected to be paid in a particular year and serve a different purpose for the executive than other elements of compensation. Accordingly, those payments and benefits do not significantly affect decisions regarding other elements of compensation.

See “Potential Payments upon Termination of Employment or Change of Control” beginning on page 43 for a discussion of these agreements and certain compensation and benefits that will be provided in the event of the termination of the employment of our named executive officers.

Equity Grant Practices

On March 6, 2008, the Compensation Committee adopted an equity grant policy which provides for equity grants to be effective on only one of four quarterly dates per year—March 15, June 15, September 15 and December 15. Equity grants made to executive officers in connection with the Company’s annual performance review process are effective on March 15 of each year. Equity grants made to executive officers upon hiring or for purposes of promotion, retention or special recognition will be effective on the quarterly date that follows the date of hire or the date on which the promotion or special recognition award is made.

Under the terms of the 2006 Omnibus Plan, we are not permitted to cancel outstanding stock options or SSARs for the purpose of repricing or otherwise replacing or re-granting such options or SSARs with an exercise or conversion price that is less than the exercise or conversion price of the original stock option or SSAR without shareholder consent. We do not have a program, plan or practice of timing equity award grants in order to benefit our executive officers or in coordination with the release of material non-public information. All grants of equity awards to executive officers are approved by the Compensation Committee at a meeting of the Compensation Committee and not by written consent.

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Tax and Accounting Implications

Deductibility of Executive Compensation

As part of its role, the Compensation Committee reviews and considers the deductibility of executive compensation under Section 162(m) of the Internal Revenue Code. Section 162(m) provides that the Company may not take a federal income tax deduction for compensation in excess of $1 million paid in any year to any of our named executive officers (excluding our Chief Financial Officer) to the extent that such compensation is not “performance-based” as defined under Section 162(m). To qualify as “performance-based,” certain pre-established objective performance goals or certain other conditions must be met. Annual cash incentive awards under our EIP and equity-based awards under our 2006 Omnibus Plan may be granted in a manner so that they will qualify for the “performance-based” exception to Section 162(m).

We generally seek to preserve such tax deductibility for compensation to the extent practicable, although the Compensation Committee retains flexibility to approve, when appropriate, compensation arrangements which promote the objectives of our compensation program but which do not qualify for full tax deductibility. Accordingly, the Compensation Committee recognizes that the 2008 special bonus awards to Messrs. Stebbins, Kasbar, Clementi and Shea will be subject to the deduction limitation. In the future, the Compensation Committee may also determine, in light of applicable circumstances, to award certain compensation in a manner that will not preserve the deductibility of such compensation under Section 162(m).

Accounting for Share-Based Compensation

Before granting equity-based compensation awards, the Compensation Committee considers the accounting impact of the award, including the compensation cost and the grant date fair value, as structured and under various other scenarios in order to analyze the expected impact of the award.

Stock Retention Requirement

Our executive officers are required to retain 50% of any shares acquired (net of any shares that would need to be sold to satisfy any applicable income and employment taxes relating to the award) pursuant to any equity award granted since 2005 for five years after the shares are issued (or until termination of employment, if earlier). All of our executive officers are in compliance with this retention requirement. Under the stock portion of the 2008 special bonus awards, Messrs. Stebbins, Kasbar, Birns and Shea are required to comply with a special stock retention requirement, pursuant to which they must retain 100% of the award, net of taxes, for three years after grant. Messrs. Stebbins, Kasbar, Birns and Shea are each in compliance with this special stock retention requirement.

2009 Compensation

In view of the significant growth and changing complexity of the Company and the future opportunities and related earnings potential/variability, the Compensation Committee determined that a review of the compensation program for Messrs. Stebbins, Kasbar, Birns and Shea was warranted. In light of such review and the extraordinary earnings growth achieved in 2008 which would not have been rewarded under the 2008 compensation program, the Compensation Committee does not believe that the annual cash incentive awards and the performance-related equity awards, which were originally approved in early 2006, provide adequate incentive or reward to management for achieving extraordinary earnings growth.

After discussions beginning in the fourth quarter of 2008 and continuing into the first quarter of 2009, in March 2009, the Compensation Committee modified the compensation program for Messrs. Stebbins, Kasbar, Birns and Shea. Under the new program, Messrs. Stebbins, Kasbar, Birns and Shea will be eligible to receive programmatic annual cash incentive and equity-based awards based on the achievement of specified levels of growth in the Company’s net after-tax income. Up to the threshold level of growth in net after-tax income, no

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annual cash incentive or equity-based awards will be earned. From the threshold level up to the target level, Messrs. Stebbins, Kasbar, Birns and Shea will be eligible to receive an annual cash incentive award, and at the target level and above, Messrs. Stebbins, Kasbar, Birns and Shea will be eligible to receive equity-based awards in addition to an annual cash incentive award. Under the new program, the Compensation Committee will determine on a case-by-case basis the extent of recognition of gains from acquisitions, mergers or other corporate transactions and the manner of recognition, for purposes of incentive awards. Total direct compensation for any calendar year under the new program will be capped at: $6,000,000 for Messrs. Stebbins and Kasbar, $2,500,000 for Mr. Birns and $1,750,000 for Mr. Shea.

Compensation Committee Report on 2008 Executive Compensation

The Compensation Committee is responsible for establishing and administering the executive compensation programs of the Company. The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and, based on such review and discussions, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement on Schedule 14A.

Ken Bakshi, Chairman

Richard A. Kassar, Member

Stephen K. Roddenberry, Member

Compensation Committee Interlocks and Insider Participation

During the 2008 fiscal year, the following individuals served as members of our Compensation Committee: Ken Bakshi, Richard A. Kassar and Stephen K. Roddenberry. During the 2008 fiscal year, none of the members of the Compensation Committee were employed by us, and there were no “compensation committee interlocks” as described under the SEC rules.

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Summary Compensation Table

The following table summarizes the “total compensation” of our named executive officers for the fiscal year ended December 31, 2008.

SUMMARY COMPENSATION TABLE

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The following All Other Compensation Table describes each component of All Other Compensation as described in the All Other Compensation column of the Summary Compensation Table for our named executive officers for the fiscal year ended December 31, 2008.

ALL OTHER COMPENSATION TABLE