8-K 1 lkq8-k.htm 8-K Document
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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 6, 2019
________________________ 
LKQ CORPORATION
(Exact name of registrant as specified in its charter)
________________________ 
Delaware
 
000-50404
 
36-4215970
(State or other jurisdiction of
incorporation or organization) 
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
500 West Madison Street, Suite 2800
Chicago, IL
 
60661
(Address of principal executive offices)
 
(Zip Code)
Registrant's telephone number, including area code: (312) 621-1950
N/A
(Former name or former address, 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. below):
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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      o
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
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, par value $.01 per share
 
LKQ
 
NASDAQ Global Select Market

 


Item 5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
(a) The Board of Directors approved, effective as of May 7, 2019, Amended and Restated Bylaws of LKQ Corporation. The amendments updated a number of provisions. The full text of the Bylaws, as amended, marked to show deletions and additions effected by the amendments, is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
Item 5.07
Submission of Matters to a Vote of Security Holders.
The 2019 Annual Meeting of Stockholders of LKQ Corporation was held on May 6, 2019. 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 2020. The nominees for directors were elected based on the following votes:
Nominee
 
Votes For
 
Votes Against
 
Abstentions
 
Broker Non-Votes
A. Clinton Allen
 
221,820,388

 
30,233,701

 
1,181,998

 
13,422,781

Meg A. Divitto
 
250,497,681

 
1,572,995

 
1,165,411

 
13,422,781

Robert M. Hanser
 
245,687,305

 
6,380,822

 
1,167,960

 
13,422,781

Joseph M. Holsten
 
241,793,366

 
10,261,115

 
1,181,606

 
13,422,781

Blythe J. McGarvie
 
244,580,925

 
7,488,474

 
1,166,688

 
13,422,781

John W. Mendel
 
250,314,507

 
1,721,629

 
1,199,951

 
13,422,781

Jody G. Miller
 
248,456,066

 
3,611,545

 
1,168,476

 
13,422,781

John F. O'Brien
 
234,676,741

 
17,378,157

 
1,181,189

 
13,422,781

Guhan Subramanian
 
233,588,966

 
18,480,050

 
1,167,071

 
13,422,781

William M. Webster, IV
 
241,387,733

 
10,680,665

 
1,167,689

 
13,422,781

Dominick Zarcone
 
245,846,647

 
6,220,228

 
1,169,212

 
13,422,781

2.
The ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal year 2019. The appointment of Deloitte & Touche LLP was ratified pursuant to the following votes:
Votes For:
254,587,649

Votes Against:
10,772,284

Abstentions:
1,298,935

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:
247,350,233

Votes Against:
4,012,093

Abstentions:
1,873,761

Broker Non-Votes:
13,422,781


Item 9.01
Financial Statements and Exhibits.
(d) Exhibits 

Exhibit
Number
 
Description of Exhibit
 
Amended and Restated Bylaws of LKQ Corporation, as amended as of May 7, 2019.



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, 2019
 
 
LKQ CORPORATION
 
 
By:
/s/ Victor M. Casini
 
Victor M. Casini
 
Senior Vice President and General Counsel