O'Reilly Automotive Files 8-K on Director Changes and Compensation

TL;DR

O'Reilly Auto (ORLY) filed an 8-K: new directors elected, exec comp updated. Effective May 16.

AI Summary

On May 16, 2024, O'Reilly Automotive, Inc. filed an 8-K report detailing changes in its board of directors and executive compensation. The filing includes the election of new directors and updates to compensatory arrangements for certain officers, effective May 16, 2024. Specific details on the new directors and compensation adjustments are provided within the document.

Why It Matters

Changes in board composition and executive compensation can signal shifts in company strategy or governance, potentially impacting investor confidence and future performance.

Risk Assessment

Risk Level: low — This filing is routine and reports on standard corporate governance matters like director elections and compensation adjustments.

Key Players & Entities

• O'Reilly Automotive, Inc. (company) — Registrant
• May 16, 2024 (date) — Effective date of reported events
• 233 South Patterson Avenue Springfield, Missouri 65802 (address) — Principal executive offices
• 417-862-6708 (phone_number) — Registrant's telephone number

FAQ

Key Financial Figures

• $0.01 — hange on which Registered Common Stock $0.01 par value ORLY The NASDAQ Stock Mark

Filing Documents

• orly-20240516x8k.htm (8-K) — 93KB
• 0000898173-24-000024.txt ( ) — 220KB
• orly-20240516.xsd (EX-101.SCH) — 3KB
• orly-20240516_lab.xml (EX-101.LAB) — 20KB
• orly-20240516_pre.xml (EX-101.PRE) — 12KB
• orly-20240516x8k_htm.xml (XML) — 5KB

07 – Submission of Matters to a Vote of Security Holders

Item 5.07 – Submission of Matters to a Vote of Security Holders Of the 59,027,035 shares entitled to vote at the Annual Meeting, 53,347,599 shares were present in person or by proxy. At the Annual Meeting, the shareholders were asked to vote on three Company proposals and one shareholder proposal. A brief description of each proposal, along with the outcome and tabulation of voting results, is set forth below: (a) The individuals listed in the table below were elected as directors, to hold office until the annual meeting of the Company's shareholders in 2025 and until his or her successor has been duly elected and qualified. The voting results for each such director are as follows: Number of Shares Name of Nominee Voted For Voted Against Abstain Broker Non-Votes Greg Henslee 45,380,435 2,972,550 34,160 4,960,454 David O'Reilly 45,907,835 2,445,865 33,445 4,960,454 Larry O'Reilly 43,247,444 5,088,292 51,409 4,960,454 Gregory D. Johnson 46,011,767 2,327,946 47,432 4,960,454 Thomas T. Hendrickson 43,781,233 4,505,780 100,132 4,960,454 John R. Murphy 42,960,029 5,347,999 79,117 4,960,454 Dana M. Perlman 45,000,246 3,307,532 79,367 4,960,454 Maria A. Sastre 46,017,954 2,307,615 61,576 4,960,454 Andrea M. Weiss 46,997,852 1,333,027 56,266 4,960,454 Fred Whitfield 46,033,063 2,246,498 107,584 4,960,454 (b) The shareholders voted to approve, by a non-binding, advisory vote, the 2023 compensation of the Company's Named Executive Officers (NEOs). The voting results are as follows: Number of Shares Voted For Voted Against Abstain Broker Non-Votes 43,776,382 4,448,488 162,275 4,960,454 (c) The shareholders voted to ratify the appointment of Ernst & Young LLP, as the Company's independent auditors for the fiscal year ending December 31, 2024. The voting results are as follows: Number of Shares Voted For Voted Against Abstain 50,285,254 3,021,215 41,130 (d) The shareholders voted agai

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: May 22, 2024 O'REILLY AUTOMOTIVE, INC. By: /s/ Jeremy A. Fletcher Jeremy A. Fletcher Executive Vice President and Chief Financial Officer (principal financial and accounting officer)

View Full Filing

View this 8-K filing on SEC EDGAR