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    O'Reilly Automotive Inc. filed SEC Form 8-K: Leadership Update, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

    5/19/25 4:43:46 PM ET
    $ORLY
    Auto & Home Supply Stores
    Consumer Discretionary
    Get the next $ORLY alert in real time by email
    0000898173false--12-31O Reilly Automotive Inc00008981732025-05-152025-05-15

    ​

    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

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    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:

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    ​

    ​

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    Title of Each Class

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    Trading Symbol(s)

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    Name of Each Exchange on which Registered

    Common Stock $0.01 par value

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    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 Meeting of Shareholders (the “Annual Meeting”) held on May 15, 2025, the Company’s shareholders elected Greg Henslee, David O’Reilly, Thomas T. Hendrickson, Kimberly A. deBeers, Gregory D. Johnson, John R. Murphy, Dana M. Perlman, Maria A. Sastre, and Fred Whitfield to serve as members of the Company’s Board of Directors (the “Board”) until the annual meeting of the Company’s shareholders in 2026 and until his or her successor has been duly elected and qualified.

    ​

    Following the Annual Meeting, one member of the Board, Larry O’Reilly, tendered his notice of resignation from the Board, consistent with the Board’s mandatory retirement age policy and after his successor had been duly elected at the Annual Meeting, and the Board accepted his resignation.

    ​

    The members of the Board’s Audit Committee, Human Capital and Compensation Committee, and Corporate Governance/Nominating Committee are set forth below.  The purposes and functions of the respective committees remain unchanged.

    ​

    Audit Committee

    Members:

    Thomas T. Hendrickson (Chair), John R. Murphy, Dana M. Perlman, and Maria A. Sastre

    ​

    Human Capital and Compensation Committee

    Members:

    John R. Murphy (Chair), Maria A. Sastre, Kimberly A. deBeers, and Fred Whitfield

    ​

    Corporate Governance/Nominating Committee

    Members:

    Dana M. Perlman (Chair), Thomas T. Hendrickson, Kimberly A. deBeers, and Fred Whitfield

    ​

    Item 5.03 – Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

    ​

    At the Annual Meeting held on May 15, 2025, Company shareholders approved and adopted an amendment to the Company’s Second Amended and Restated Articles of Incorporation (the “Articles of Incorporation”) to increase the number of authorized shares of common stock, par value $0.01 per share, from 245,000,000 to 1,250,000,000 in connection with a 15-for-1 stock split of the Company’s common stock in the form of a one-time special stock dividend (the “Stock Split”). The Third Amended and Restated Articles of Incorporation also incorporates ministerial changes.  The Third Amended and Restated Articles of Incorporation became effective with the Secretary of State of the State of Missouri on May 16, 2025.

    ​

    As previously announced, in connection with the Stock Split, each Company shareholder of record as of June 2, 2025, will receive 14 additional shares of common stock for each share held, which will be distributed after market close on June 9, 2025.  Shares of the Company’s common stock are expected to begin trading on a post-split basis at the market open on June 10, 2025.

    ​

    The foregoing summary of the amendment to the Articles of Incorporation set forth under this Item 5.03 is not complete and is qualified in its entirety by reference to the complete text of the Third Amended and Restated Articles of Incorporation.  The Third Amended and Restated Articles of Incorporation, along with a copy marked to show changes from the prior version, are included as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

    ​

    Item 5.07 – Submission of Matters to a Vote of Security Holders

    ​

    Of the 57,240,513 shares entitled to vote at the Annual Meeting, 51,762,997 shares were present in person or by proxy.  At the Annual Meeting, the shareholders were asked to vote on four Company proposals and one shareholder proposal.  A brief description of each proposal, along with the outcome and tabulation of voting results, is set forth below:

    ​

    (a)The individuals listed in the table below were elected as directors, to hold office until the annual meeting of the Company’s shareholders in 2026 and until his or her successor has been duly elected and qualified.  The voting results for each such director are as follows:

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    Number of Shares

    Name of Nominee

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    Voted For

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    Voted Against

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    Abstain

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    Broker Non-Votes

    Greg Henslee

    ​

    44,544,535

    ​

    2,712,141

    ​

    29,425

    ​

    4,476,896

    David O’Reilly

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    45,808,943

    ​

    1,450,390

    ​

    26,768

    ​

    4,476,896

    Thomas T. Hendrickson

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    43,660,947

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    3,576,530

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    48,624

    ​

    4,476,896

    Kimberly A. deBeers

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    47,145,654

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    83,081

    ​

    57,366

    ​

    4,476,896

    Gregory D. Johnson

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    45,391,505

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    1,865,358

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    29,238

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    4,476,896

    John R. Murphy

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    43,118,353

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    4,115,061

    ​

    52,687

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    4,476,896

    Dana M. Perlman

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    41,568,699

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    5,642,741

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    74,661

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    4,476,896

    Maria A. Sastre

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    46,263,406

    ​

    941,251

    ​

    81,444

    ​

    4,476,896

    Fred Whitfield

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    46,294,501

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    911,066

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    80,534

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    4,476,896

    ​

    (b)The shareholders voted to approve, by a non-binding, advisory vote, the 2024 compensation of the Company’s Named Executive Officers (NEOs).  The voting results are as follows:

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    Number of Shares

    Voted For

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    Voted Against

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    Abstain

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    Broker Non-Votes

    42,959,329

    ​

    4,167,778

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    158,994

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    4,476,896

    ​

    (c)

    The shareholders voted to amend the Articles of Incorporation to increase the number of authorized shares of common stock. The voting results are as follows:

    ​

    ​

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    Number of Shares

    Voted For

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    Voted Against

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    Abstain

    51,359,558

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    358,036

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    45,403

    ​

    (d)  The shareholders voted to ratify the appointment of Ernst & Young LLP, as the Company’s independent auditors for the fiscal year ending December 31, 2025.  The voting results are as follows:

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    Number of Shares

    Voted For

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    Voted Against

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    Abstain

    48,976,630

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    2,727,375

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    58,992

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    (e)

    The shareholders voted against the shareholder proposal entitled “Support Improved Clawback Policy for Unearned Executive Pay.”  The voting results are as follows:

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    Number of Shares

    Voted For

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    Voted Against

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    Abstain

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    Broker Non-Votes

    2,904,333

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    44,198,419

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    183,349

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    4,476,896

    ​

    ​

    ​

    ​

    Section 9 – Financial Statements and Exhibits

    ​

    Item 9.01 – Financial Statements and Exhibits

    ​

    Exhibit Number

       

    Description

    3.1

    Third Amended and Restated Articles of Incorporation of O’Reilly Automotive, Inc., effective May 16, 2025.

    3.2

    ​

    Third Amended and Restated Articles of Incorporation of O’Reilly Automotive, Inc., effective May 16, 2025 (marked to show changes from the prior version).

    104

    Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document.

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    SIGNATURES

    Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

    ​

    ​

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    Date: May 19, 2025

    O’REILLY AUTOMOTIVE, INC.

    ​

    ​

    ​

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    By:

    /s/ Jeremy A. Fletcher

    ​

    ​

    Jeremy A. Fletcher

    ​

    ​

    Executive Vice President and Chief Financial Officer

    ​

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    (principal financial and accounting officer)

    ​

    ​

    ​

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    ​

    ​

    ​

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