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
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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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: |
Number of Shares | ||||||||
Name of Nominee | Voted For | Voted Against | Abstain | Broker Non-Votes | ||||
Greg Henslee | 44,544,535 | 2,712,141 | 29,425 | 4,476,896 | ||||
David O’Reilly | 45,808,943 | 1,450,390 | 26,768 | 4,476,896 | ||||
Thomas T. Hendrickson | 43,660,947 | 3,576,530 | 48,624 | 4,476,896 | ||||
Kimberly A. deBeers | 47,145,654 | 83,081 | 57,366 | 4,476,896 | ||||
Gregory D. Johnson | 45,391,505 | 1,865,358 | 29,238 | 4,476,896 | ||||
John R. Murphy | 43,118,353 | 4,115,061 | 52,687 | 4,476,896 | ||||
Dana M. Perlman | 41,568,699 | 5,642,741 | 74,661 | 4,476,896 | ||||
Maria A. Sastre | 46,263,406 | 941,251 | 81,444 | 4,476,896 | ||||
Fred Whitfield | 46,294,501 | 911,066 | 80,534 | 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: |
Number of Shares | ||||||
Voted For | Voted Against | Abstain | Broker Non-Votes | |||
42,959,329 | 4,167,778 | 158,994 | 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: |
Number of Shares | ||||
Voted For | Voted Against | Abstain | ||
51,359,558 | 358,036 | 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:
Number of Shares | ||||
Voted For | Voted Against | Abstain | ||
48,976,630 | 2,727,375 | 58,992 |
(e) | The shareholders voted against the shareholder proposal entitled “Support Improved Clawback Policy for Unearned Executive Pay.” The voting results are as follows: |
Number of Shares | ||||||
Voted For | Voted Against | Abstain | Broker Non-Votes | |||
2,904,333 | 44,198,419 | 183,349 | 4,476,896 |
Section 9 – Financial Statements and Exhibits
Item 9.01 – Financial Statements and Exhibits
Exhibit Number |
| Description |
3.1 | ||
3.2 | ||
104 | Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document. |