LKQ Corp Files 8-K on Shareholder Votes and Financials

Ticker: LKQ · Form: 8-K · Filed: May 10, 2024 · CIK: 1065696

Sentiment: neutral

Topics: corporate-governance, financial-reporting, debt-issuance

Related Tickers: LKQ

TL;DR

LKQ filed an 8-K covering shareholder votes and financial exhibits, including details on their 2031 Euro Notes.

AI Summary

LKQ Corporation filed an 8-K on May 7, 2024, reporting on matters submitted to a vote of security holders and financial statements. The filing also includes exhibits related to the company's common stock par value and its 2031 Euro Notes.

Why It Matters

This filing provides updates on corporate governance and financial reporting, which are crucial for investors to assess the company's performance and strategic direction.

Risk Assessment

Risk Level: low — The filing is a routine disclosure of corporate actions and financial information, not indicating any immediate operational or financial distress.

Key Numbers

Key Players & Entities

FAQ

What specific matters were submitted to a vote of security holders?

The filing indicates that matters were submitted to a vote of security holders, but the specific details of these matters are not elaborated upon in the provided text.

What is the par value of LKQ Corporation's common stock?

The par value of LKQ Corporation's common stock is $0.01 per share, as indicated by the 'lkq:CommonStockParValue.01PerShareMember' entry.

Does the filing mention any specific debt instruments?

Yes, the filing mentions 'lkq:EuroNotes2031Member', indicating the existence of Euro Notes maturing in 2031.

What is the principal business address of LKQ Corporation?

The principal business address is 500 West Madison Street, Suite 2800, Chicago, IL 60661.

What is the fiscal year end for LKQ Corporation?

LKQ Corporation's fiscal year ends on December 31st.

Filing Stats: 911 words · 4 min read · ~3 pages · Grade level 11.2 · Accepted 2024-05-10 12:29:37

Filing Documents

03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. As further described below under Item 5.07 of this Current Report on Form 8-K, at the Annual Meeting of Stockholders (the "Annual Meeting") of LKQ Corporation (the "Company") held on May 7, 2024, the Company's stockholders, upon the recommendation of the Company's board of directors (the "Board"), approved an amendment (the "Amendment") to the Company's Restated Certificate of Incorporation to provide for exculpation of certain officers of the Company in limited circumstances as permitted by Section 102(b)(7) of the General Corporation Law of the State of Delaware. The Board previously had approved the Amendment. On May 9, 2024, the Company filed a related Certificate of Amendment with the Secretary of State of the State of Delaware, and the Amendment became effective on that date. A more complete description of the Amendment is set forth in "Proposal No. 4 - Approval of An Amendment to the Company's Restated Certificate of Incorporation to Provide for Officer Exculpation" in the Company's definitive proxy statement for the Annual Meeting, which was filed with the Securities and Exchange Commission on March 22, 2024. Each of that description and the foregoing summary of the Amendment set forth under this Item 5.03 does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Amendment attached hereto as Exhibit 3.1, which is incorporated herein by reference.

07 Submission of Matters to a Vote of Security Holders

Item 5.07 Submission of Matters to a Vote of Security Holders. The Annual Meeting of the Company was held on May 7, 2024. The final results on each of the matters submitted to a vote of the security holders were as follows: 1. The election of 9 directors to terms ending in 2025. The nominees for directors were elected based on the following votes: Nominee Votes For Votes Against Abstentions Broker Non-Votes Patrick Berard 232,302,530 6,317,801 96,126 8,324,876 Meg A. Divitto 236,432,065 2,190,202 94,190 8,324,876 Justin L. Jude 236,590,866 2,027,096 98,495 8,324,876 Blythe J. McGarvie 226,045,650 12,509,931 160,876 8,324,876 John W. Mendel 235,373,471 3,078,308 264,678 8,324,876 Jody G. Miller 225,428,955 13,192,543 94,959 8,324,876 Guhan Subramanian 227,517,188 11,098,898 100,371 8,324,876 Xavier Urbain 236,303,762 2,316,506 96,189 8,324,876 Dominick Zarcone 235,652,197 2,964,978 99,282 8,324,876 2. The ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal year 2024. The appointment of Deloitte & Touche LLP was ratified pursuant to the following votes: Votes For: 223,097,846 Votes Against: 23,850,364 Abstentions: 93,123 3. An advisory vote on the compensation of our named executive officers. The compensation of our named executive officers was approved pursuant to the following votes: Votes For: 229,167,825 Votes Against: 9,416,967 Abstentions: 131,665 Broker Non-Votes: 8,324,876 4. The approval of an amendment to our restated certificate of incorporation to provide for officer exculpation. The amendment to our restated certificate of incorporation was approved pursuant to the following votes: Votes For: 209,138,907 Votes Against: 29,472,468 Abstentions: 105,082 Broker Non-Votes: 8,324,876

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description of Exhibit 3.1 Certificate of Amendment to Restated Certificate of Incorporation of LKQ Corporation. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: May 10, 2024 LKQ CORPORATION By: /s/ Matthew J. McKay Matthew J. McKay Senior Vice President, General Counsel and Corporate Secretary

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