LKQ Corp Files 8-K: Debt, Officer Changes, Financials
Ticker: LKQ · Form: 8-K · Filed: Feb 6, 2025 · CIK: 1065696
Sentiment: neutral
Topics: debt-issuance, executive-changes, financial-reporting
Related Tickers: LKQ
TL;DR
LKQ Corp filed an 8-K detailing new debt (Euro Notes 2031), executive shakeups, and financial exhibits.
AI Summary
LKQ Corporation announced on February 5, 2025, the entry into a material definitive agreement related to its Euro Notes due 2031. The company also reported changes in its board of directors and certain officers, including elections and appointments, along with compensatory arrangements for its officers. This filing also includes financial statements and exhibits.
Why It Matters
This filing provides crucial updates on LKQ Corporation's financial instruments, executive leadership, and financial reporting, impacting investor understanding of the company's stability and strategic direction.
Risk Assessment
Risk Level: medium — The filing involves material definitive agreements (debt issuance) and changes in corporate officers, which can introduce uncertainty and impact financial performance.
Key Numbers
- 2031 — Euro Notes Maturity (Indicates a long-term debt maturity date.)
Key Players & Entities
- LKQ Corporation (company) — Registrant
- February 5, 2025 (date) — Earliest event reported
- Euro Notes due 2031 (debt_instrument) — Material definitive agreement
- Delaware (jurisdiction) — State of incorporation
- 5846 CROSSINGS BLVD. (address) — Business and mailing address
- ANTIOCH, TN 37013 (address) — Business and mailing address
FAQ
What is the specific nature of the material definitive agreement related to the Euro Notes due 2031?
The filing indicates an entry into a material definitive agreement concerning the Euro Notes due 2031, but the specific terms and details are not provided in this summary.
Who are the specific officers or directors whose departure or appointment is being reported?
The filing mentions 'Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers' and 'Compensatory Arrangements of Certain Officers,' but does not name the individuals involved in this summary.
What are the key financial statements and exhibits included in this filing?
The filing lists 'Financial Statements and Exhibits' as an item, but the specific content of these documents is not detailed in this summary.
What is the purpose of the Regulation FD Disclosure mentioned in the filing?
The Regulation FD Disclosure item suggests that the company is making public disclosures to prevent selective disclosure of material non-public information.
What is the company's standard industrial classification?
LKQ Corporation's Standard Industrial Classification is 'WHOLESALE-MOTOR VEHICLES & MOTOR VEHICLE PARTS & SUPPLIES [5010]'.
Filing Stats: 1,131 words · 5 min read · ~4 pages · Grade level 10.5 · Accepted 2025-02-06 08:05:18
Filing Documents
- lkq-20250205.htm (8-K) — 40KB
- exhibit101-cooperationagre.htm (EX-10.1) — 177KB
- exhibit991-newboardmember2.htm (EX-99.1) — 15KB
- lkqpressreleaseimagea.jpg (GRAPHIC) — 14KB
- 0001065696-25-000004.txt ( ) — 430KB
- lkq-20250205.xsd (EX-101.SCH) — 3KB
- lkq-20250205_def.xml (EX-101.DEF) — 6KB
- lkq-20250205_lab.xml (EX-101.LAB) — 27KB
- lkq-20250205_pre.xml (EX-101.PRE) — 15KB
- lkq-20250205_htm.xml (XML) — 4KB
01 Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement. On February 5, 2025, LKQ Corporation (the "Company") entered into a cooperation agreement (the "Cooperation Agreement") with Ancora Catalyst Institutional, LP, Engine Capital, LP and certain of their affiliates (collectively, the "Investor Parties"). Pursuant to the Cooperation Agreement, the Company has appointed Sue Gove and Michael Powell to the Company's Board of Directors (the "Board"), effective as of February 5, 2025. The Cooperation Agreement provides for customary director replacement procedures in the event either Ms. Gove or Mr. Powell cease to serve as a director under certain circumstances as specified in the Cooperation Agreement. Pursuant to the Cooperation Agreement, the Company also agreed to form a Finance Committee (the " Committee "), an advisory committee responsible for making recommendations to the Board regarding the Company's capital allocation strategy and business portfolio. The Committee will be composed of five directors: Ms. Gove, Mr. Powell, Andrew Clarke, John Mendel, and Xavier Urbain. Mr. Clarke will serve as Chair of the Committee. Pursuant to the Cooperation Agreement, the Investor Parties have agreed to abide by certain customary standstill restrictions, voting commitments, and other provisions, such as a mutual non-disparagement provision, which remain in effect until the earlier of (i) the date that is 30 days prior to the deadline for the submission of shareholder nominations for the Company's 2026 annual meeting of shareholders pursuant to the Company's Amended and Restated Bylaws or (ii) the date that is 110 days prior to the first anniversary of the Company's 2025 annual meeting of shareholders. The foregoing description does not purport to be complete and is qualified in its entirety by reference to the Cooperation Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference. Item 5.02 Departure of Directors or Certai
01 Regulation FD Disclosure
Item 7.01 Regulation FD Disclosure. On February 6, 2025, the Company issued a press release announcing the appointment of Ms. Gove and Mr. Powell to the Board and the Company's entry into the Cooperation Agreement. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The information in this Item 7.01, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that Section and shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise expressly stated in such filing.
01 Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description of Exhibit 10.1 Cooperation Agreement, dated as of February 5, 2025, by and among LKQ Corporation, Ancora Catalyst Institutional, LP, Engine Capital, LP, and the other entities and natural persons party thereto. 99.1 LKQ Corporation Press Release dated February 6, 2025. 104.1 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: February 6, 2025 LKQ CORPORATION By: /s/ Matthew J. McKay Matthew J. McKay Senior Vice President, General Counsel and Corporate Secretary