O'Reilly Automotive Inc. Files Definitive Proxy Statement (DEF 14A)

Ticker: ORLY · Form: DEF 14A · Filed: Mar 29, 2024 · CIK: 898173

O Reilly Automotive Inc DEF 14A Filing Summary
FieldDetail
CompanyO Reilly Automotive Inc (ORLY)
Form TypeDEF 14A
Filed DateMar 29, 2024
Risk Levellow
Pages15
Reading Time18 min
Key Dollar Amounts$3.2 billion, $3.03B, $3.19B, $38.47, $1.01B
Sentimentneutral

Sentiment: neutral

Topics: DEF 14A, Proxy Statement, O'Reilly Automotive, Executive Compensation, SEC Filing

TL;DR

<b>O'Reilly Automotive Inc. has filed its Definitive Proxy Statement (DEF 14A) for the fiscal year ending December 31, 2023.</b>

AI Summary

O REILLY AUTOMOTIVE INC (ORLY) filed a Proxy Statement (DEF 14A) with the SEC on March 29, 2024. O'Reilly Automotive Inc. filed a DEF 14A form on March 29, 2024. The filing covers the fiscal year ending December 31, 2023. The company's principal executive offices are located at 233 S Patterson Ave, Springfield, MO 65802. The filing includes data related to executive compensation, specifically equity awards and their adjustments. The SIC code for O'Reilly Automotive Inc. is 5531, indicating Retail - Auto & Home Supply Stores.

Why It Matters

For investors and stakeholders tracking O REILLY AUTOMOTIVE INC, this filing contains several important signals. This DEF 14A filing provides shareholders with crucial information regarding executive compensation, including details on equity awards, which can influence investor decisions and proxy voting. The filing details the company's governance practices and financial reporting for the past fiscal year, offering transparency to stakeholders about the company's operations and management.

Risk Assessment

Risk Level: low — O REILLY AUTOMOTIVE INC shows low risk based on this filing. The filing is a routine DEF 14A, which is standard for public companies and does not indicate any unusual financial or operational distress.

Analyst Insight

Review the executive compensation details and any shareholder proposals within the DEF 14A to understand management incentives and potential governance changes.

Key Numbers

  • 20231231 — Fiscal Year End (Conformed Period of Report)
  • 20240329 — Filing Date (Filed as of Date)
  • DEF 14A — Form Type (Conformed Submission Type)
  • 0000898173-24-000013 — Accession Number (Unique identifier for the filing)

Key Players & Entities

  • O REILLY AUTOMOTIVE INC (company) — Filer name
  • 233 S PATTERSON AVE (address) — Business and Mail Address
  • SPRINGFIELD (location) — City for Business and Mail Address
  • MO (location) — State for Business and Mail Address
  • 65802 (postal_code) — ZIP code for Business and Mail Address
  • 5531 (sic_code) — Standard Industrial Classification

FAQ

When did O REILLY AUTOMOTIVE INC file this DEF 14A?

O REILLY AUTOMOTIVE INC filed this Proxy Statement (DEF 14A) with the SEC on March 29, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by O REILLY AUTOMOTIVE INC (ORLY).

Where can I read the original DEF 14A filing from O REILLY AUTOMOTIVE INC?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by O REILLY AUTOMOTIVE INC.

What are the key takeaways from O REILLY AUTOMOTIVE INC's DEF 14A?

O REILLY AUTOMOTIVE INC filed this DEF 14A on March 29, 2024. Key takeaways: O'Reilly Automotive Inc. filed a DEF 14A form on March 29, 2024.. The filing covers the fiscal year ending December 31, 2023.. The company's principal executive offices are located at 233 S Patterson Ave, Springfield, MO 65802..

Is O REILLY AUTOMOTIVE INC a risky investment based on this filing?

Based on this DEF 14A, O REILLY AUTOMOTIVE INC presents a relatively low-risk profile. The filing is a routine DEF 14A, which is standard for public companies and does not indicate any unusual financial or operational distress.

What should investors do after reading O REILLY AUTOMOTIVE INC's DEF 14A?

Review the executive compensation details and any shareholder proposals within the DEF 14A to understand management incentives and potential governance changes. The overall sentiment from this filing is neutral.

How does O REILLY AUTOMOTIVE INC compare to its industry peers?

O'Reilly Automotive Inc. operates in the retail auto and home supply stores sector.

Are there regulatory concerns for O REILLY AUTOMOTIVE INC?

The filing is a DEF 14A, a standard SEC form required for public companies to provide information to shareholders regarding annual meetings and related matters.

Industry Context

O'Reilly Automotive Inc. operates in the retail auto and home supply stores sector.

Regulatory Implications

The filing is a DEF 14A, a standard SEC form required for public companies to provide information to shareholders regarding annual meetings and related matters.

What Investors Should Do

  1. Analyze executive compensation packages and equity award details.
  2. Review any shareholder proposals or voting recommendations.
  3. Note the company's fiscal year-end reporting date of December 31, 2023.

Year-Over-Year Comparison

This is a DEF 14A filing for the fiscal year ending 2023, providing updated information on executive compensation and corporate governance compared to previous filings.

Filing Stats: 4,407 words · 18 min read · ~15 pages · Grade level 12 · Accepted 2024-03-29 16:30:47

Key Financial Figures

  • $3.2 billion — , profitable growth was supplemented by $3.2 billion in share repurchases and resulted in a
  • $3.03B — 2023 PERFORMANCE METRICS 7.9% 15% $3.03B Increase in Full-Year Comparable St
  • $3.19B — ncreases. Operating profit dollars of $3.19B . $38.47 diluted earnings per share .
  • $38.47 — Operating profit dollars of $3.19B . $38.47 diluted earnings per share . Reinvest
  • $1.01B — luted earnings per share . Reinvested $1.01B into the business through capital expen
  • $3.15B — nditures . Returned excess capital of $3.15B through share repurchase program . 5-

Filing Documents

EXECUTIVE COMPENSATION TABLES

EXECUTIVE COMPENSATION TABLES 54 SHARE OWNERSHIP INFORMATION 67

Security Ownership of Certain Beneficial Owners

Security Ownership of Certain Beneficial Owners 67

Security Ownership of Directors and Management

Security Ownership of Directors and Management 67 Officer and Director Stock Ownership Guidelines 69 Delinquent Section 16(a) Reports 69 Equity Compensation Plans 70 GENERAL INFORMATION 71 Information About the Annual Meeting and Voting 71 Annual Report 75 Other Business 75 Miscellaneous 75 Communication with the Board of Directors 75 Householding of Materials 75 Additional Information 75 i | O'REILLY AUTOMOTIVE, INC. 2024 PROXY STATEMENT Table of Contents O'REILLY AUTOMOTIVE, INC. 233 South Patterson Avenue Springfield, Missouri 65802 PROXY SUMMARY The enclosed proxy is solicited by the Board of Directors (the "Board") of O'Reilly Automotive, Inc. (the "Company" or "O'Reilly"), for use at the Annual Meeting of Shareholders ("Annual Meeting") to be held in a virtual only format via live audio webcast at www.virtualshareholdermeeting.com/ORLY2024 on Thursday, May 16, 2024, at 9:00 a.m., Central Time, and at any adjournments thereof. Whether or not you expect to virtually attend the meeting, please return your executed proxy card in the enclosed postage-paid envelope or vote via telephone or Internet, using the instructions discussed below and on the proxy card, and the shares represented thereby will be voted in accordance with your instructions. References to the Company's website and the contents thereof do not constitute incorporation by reference of the information contained on the Company's website, and such information is not part of this proxy statement. The proxy statement and the accompanying proxy card is expected to first begin mailing to shareholders on or about March 29, 2024. MEETING INFORMATION DATE AND TIME PLACE RECORD DATE Thursday, May 16, 2024, 9:00 a.m. Central Time The Annual Meeting will be held in a virtual-only format via live audio webcast at www.virtualshareholdermeeting.com/ORLY2024. Close of business on March 7, 2024 VOTING INTERNET TELEPHONE MAIL AT THE MEETIN

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION

Executive compensation is focused on variable , performance-based incentives

Executive compensation is focused on variable , performance-based incentives. Compensation plans are balanced between short-term and long-term objectives to not encourage excessive risk-taking . Equity-based compensation and Stock Ownership Policies further align management incentives to shareholder value. Shareholder support for Say-On-Pay Vote over 90% last year. Clawback policy requiring disgorgement of erroneously awarded compensation. For more information, see: the "Compensation of Executive Officers" section of this proxy statement. CORPORATE GOVERNANCE PRACTICES Board Leadership consists of Chairman and Lead Independent Director. Chief executive officer and chairman are separate positions. Committees made up entirely of Independent Directors . Directors required to meet stock ownership requirements . Clawback policy requiring disgorgement of erroneously awarded compensation. Policy to preclude pledging or hedging practices . Election method for all Board members by majority vote . One class of outstanding shares with each share entitled to one vote . No poison pill. Majority vote required to amend bylaws or charter. Bylaws support shareholder proxy access . For more information, see: the "Compensation Governance" and "Compensation Program Details" sections of this proxy statement. SHAREHOLDER ENGAGEMENT We value shareholders' perspectives and f eedback and pursue year-round engagement through Board access and executive and senior management, investor relations, and corporate governance team outreach efforts. Based on ongoing engagement with our shareholders, we enhanced our ESG report , by adding disclosure regarding our environmental footprint, initial greenhouse gas (GHG) reduction goals, EEO-1 TABLE, and SASB Framework alignment. Host on-site biennial event , where invited investors engage with executive management and meet a cross-section of our Teams. For more information, see: O'Reilly's 2022 Environmental,

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