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 5.03 – Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
As previously disclosed, at O’Reilly Automotive, Inc.’s (the “Company”) 2020 Annual Meeting of Shareholders held on May 14, 2020, the shareholders of the Company approved amendments to the Company’s Amended and Restated Articles of Incorporation (the “Articles of Incorporation”) to reduce the stock ownership required for shareholders to call a special meeting and to delete unnecessary and outdated language related to classification of the Board and to reflect other non-substantive revisions. The Second Amended and Restated Articles of Incorporation became effective with the Secretary of State of Missouri on May 19, 2020. To implement the amendments to the Articles of Incorporation, the Board also previously approved conforming amendments to the Company’s Third Amended and Restated Bylaws (the “Bylaws”) to reduce the stock ownership required for shareholders to call a special meeting and to rename the Company’s Third Amended and Restated Bylaws to the Company’s Fourth Amended and Restated Bylaws, contingent upon shareholder approval and implementation of the amendments to the Articles of Incorporation. The Fourth Amended and Restated Bylaws were previously filed on Form 8-K on May 20, 2020, but are being re-filed with the date May 19, 2020, the date of the effectiveness of the Second Amended and Restated Articles of Incorporation. This revision to the date is the only change to the bylaws from the version previously filed on May 20, 2020.
The foregoing summary of the amendments to the Articles of Incorporation and Bylaws set forth under this Item 5.03 does not purport to be complete and is qualified in its entirety by reference to the complete text of the Second Amended and Restated Articles of Incorporation and the Fourth Amended and Restated Bylaws and marked versions to show the amendments, which are attached hereto as Exhibits 3.1, 3.2, 3.3 and 3.4, respectively, and are incorporated herein by reference.
Section 9 – Financial Statements and Exhibits
Item 9.01 – Financial Statements and Exhibits
Exhibit Number |
| Description |
3.1 | ||
3.2 | ||
3.3 | Fourth Amended and Restated Bylaws of O’Reilly Automotive, Inc., dated as of May 19, 2020. | |
3.4 | ||
104 | Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document. |