O'Reilly Automotive Files 8-K: Director Changes & Officer Compensation Updates

TL;DR

O'Reilly's 8-K drops: director shuffle, exec pay changes, and bylaw tweaks. Governance in motion.

AI Summary

On May 15, 2025, O'Reilly Automotive, Inc. filed an 8-K report detailing several key events. These include the departure of a director, the election of a new director, and updates to compensatory arrangements for certain officers. The filing also addresses amendments to the company's articles of incorporation or bylaws and the submission of matters to a vote of security holders.

Why It Matters

This filing provides insight into O'Reilly's corporate governance and executive compensation structure, which can influence investor confidence and strategic direction.

Risk Assessment

Risk Level: low — The filing primarily concerns routine corporate governance matters and does not indicate any significant financial distress or operational disruption.

Key Players & Entities

• O'Reilly Automotive, Inc. (company) — Registrant
• May 15, 2025 (date) — Date of earliest event reported

FAQ

From the Filing

0000898173-25-000033.txt : 20250519 0000898173-25-000033.hdr.sgml : 20250519 20250519164346 ACCESSION NUMBER: 0000898173-25-000033 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 14 CONFORMED PERIOD OF REPORT: 20250515 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Submission of Matters to a Vote of Security Holders ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20250519 DATE AS OF CHANGE: 20250519 FILER: COMPANY DATA: COMPANY CONFORMED NAME: O REILLY AUTOMOTIVE INC CENTRAL INDEX KEY: 0000898173 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-AUTO & HOME SUPPLY STORES [5531] ORGANIZATION NAME: 07 Trade & Services EIN: 274358837 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-21318 FILM NUMBER: 25964629 BUSINESS ADDRESS: STREET 1: 233 S PATTERSON AVE CITY: SPRINGFIELD STATE: MO ZIP: 65802 BUSINESS PHONE: 417-829-5878 MAIL ADDRESS: STREET 1: 233 S PATTERSON AVE CITY: SPRINGFIELD STATE: MO ZIP: 65802 8-K 1 orly-20250515x8k.htm 8-K 0000898173 false --12-31 O Reilly Automotive Inc 0000898173 2025-05-15 2025-05-15 ​ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ​ Date of Report (date of earliest event reported): May 15, 2025 O’Reilly Automotive, Inc. (Exact name of registrant as specified in its charter) ​ ​ ​ ​ ​ ​ Missouri ​ 000-21318 ​ 27-4358837 (State or other jurisdiction ​ Commission file ​ (I.R.S. Employer of incorporation or organization) ​ number ​ Identification No.) ​ 233 South Patterson Avenue Springfield , Missouri 65802 (Address of principal executive offices, Zip code) ( 417 ) 862-6708 (Registrant’s telephone number, including area code) Not applicable (Former name, former address and former fiscal year, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2): ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ​ Securities registered pursuant to Section 12(b) of the Act: ​ ​ ​ ​ ​ ​ Title of Each Class ​ Trading Symbol(s) ​ Name of Each Exchange on which Registered Common Stock $0.01 par value ​ ORLY ​ The NASDAQ Stock Market LLC ​ ​ ​ ​ (NASDAQ Global Select Market) ​ Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of Securities Act of 1933 (230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (240.12b-2). ☐ Emerging growth company ​ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   ☐ ​ ​ Section 5 – Corporate Governance and Management ​ Item 5.02 – Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers ​ At O’Reilly Automotive, Inc.’s (the “Company”) 2025 Annual