LKQ Corporation filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
$LKQ
Motor Vehicles
Consumer Discretionary
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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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 7, 2025
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(Exact name of registrant as specified in its charter)
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Registrant's telephone number, including area code: (615 ) 781-5200
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(Former name or former address, if changed since last report)
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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. below):
| 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:
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Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. o
| Item 5.07 | Submission of Matters to a Vote of Security Holders. | ||||
The Annual Meeting of the Company was held on May 7, 2025. The final results on each of the matters submitted to a vote of the security holders were as follows:
1.The election of 11 directors to terms ending in 2026. The nominees for directors were elected based on the following votes:
| Nominee | Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||||||||||||||||
| Patrick Berard | 225,700,526 | 10,116,314 | 53,391 | 8,915,663 | ||||||||||||||||||||||
| Andrew C. Clarke | 232,289,645 | 3,543,721 | 36,865 | 8,915,663 | ||||||||||||||||||||||
| Meg A. Divitto | 227,706,673 | 8,022,608 | 140,950 | 8,915,663 | ||||||||||||||||||||||
| Sue Gove | 234,346,065 | 1,486,646 | 37,520 | 8,915,663 | ||||||||||||||||||||||
| Justin L. Jude | 234,379,284 | 1,451,922 | 39,025 | 8,915,663 | ||||||||||||||||||||||
| John W. Mendel | 226,402,861 | 9,430,644 | 36,726 | 8,915,663 | ||||||||||||||||||||||
| James S. Metcalf | 232,830,426 | 2,984,285 | 55,520 | 8,915,663 | ||||||||||||||||||||||
| Jody G. Miller | 206,418,802 | 29,413,386 | 38,043 | 8,915,663 | ||||||||||||||||||||||
| Michael Powell | 233,878,896 | 1,954,653 | 36,682 | 8,915,663 | ||||||||||||||||||||||
| Guhan Subramanian | 226,130,841 | 9,697,250 | 42,140 | 8,915,663 | ||||||||||||||||||||||
| Xavier Urbain | 234,419,825 | 1,408,565 | 41,841 | 8,915,663 | ||||||||||||||||||||||
2.The ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal year 2025. The appointment of Deloitte & Touche LLP was ratified pursuant to the following votes:
| Votes For: | 223,250,767 | ||||
| Votes Against: | 21,300,872 | ||||
| Abstentions: | 234,255 | ||||
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: | 223,117,358 | ||||
| Votes Against: | 12,460,880 | ||||
| Abstentions: | 291,993 | ||||
| Broker Non-Votes: | 8,915,663 | ||||
4.An advisory vote on a shareholder proposal to give shareholders the ability to call for a special shareholder meeting at a 10% ownership threshold was approved pursuant to the following votes:
| Votes For: | 196,280,923 | ||||
| Votes Against: | 34,955,255 | ||||
| Abstentions: | 4,634,053 | ||||
| Broker Non-Votes: | 8,915,663 | ||||
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 8, 2025
| LKQ CORPORATION | |||||
| By: | /s/ Matthew J. McKay | ||||
| Matthew J. McKay | |||||
| Senior Vice President, General Counsel and Corporate Secretary | |||||