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”) 2021 Annual Meeting of Shareholders (the “Annual Meeting”) held on May 13, 2021, the Company’s shareholders elected David O’Reilly, Larry O’Reilly, Greg Henslee, Jay D. Burchfield, Thomas T. Hendrickson, John R. Murphy, Dana M. Perlman, Maria A. Sastre and Andrea M. Weiss to serve as members of the Company’s Board of Directors (the “Board”) until the annual meeting of the Company’s shareholders in 2022 and until his or her successor has been duly elected and qualified.
As previously disclosed, effective immediately following the Annual Meeting, Chairman of the Board (“Executive Chairman”), David O’Reilly, stepped down from the Executive Chairman role and Greg Henslee was appointed to Executive Chairman, and also as previously disclosed, effective immediately following the Annual Meeting, Mr. O’Reilly was appointed Executive Vice Chairman of the Board.
In addition, following the Annual Meeting the Compensation Committee of the Board recommended, and the Board approved an annual base salary of $750,000 for Mr. Henslee and an annual base salary of $650,000 for Mr. O’Reilly.
The members of the Board’s Audit Committee, Compensation Committee and Corporate Governance/Nominating Committee are set forth below. The number of members, purposes and functions of the respective committees remain unchanged. In addition, Jay D. Burchfield was selected to continue to serve as Independent Lead Director.
Audit Committee
Members: | Thomas T. Hendrickson (Chair), Jay D. Burchfield, John R. Murphy, Dana M. Perlman, Maria A. Sastre and Andrea M. Weiss |
Compensation Committee
Members: | John R. Murphy (Chair), Jay D. Burchfield and Andrea M. Weiss |
Corporate Governance/Nominating Committee
Members: | Dana M. Perlman (Chair), Thomas T. Hendrickson and Maria A. Sastre |
Item 5.07 – Submission of Matters to a Vote of Security Holders
Of the 69,907,922 shares entitled to vote at the Annual Meeting, 59,922,729 shares were present in person or by proxy. At the Annual Meeting, the shareholders were asked to vote on three Company proposals and one shareholder proposals. 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 2022 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 | ||||
David O'Reilly | 52,517,065 | 1,818,215 | 37,070 | 5,550,379 | ||||
Larry O'Reilly | 52,315,490 | 2,019,996 | 36,864 | 5,550,379 | ||||
Greg Henslee | 51,840,258 | 2,495,180 | 36,912 | 5,550,379 | ||||
Jay D. Burchfield | 48,675,394 | 5,653,379 | 43,577 | 5,550,379 | ||||
Thomas T. Hendrickson | 53,220,753 | 1,095,828 | 55,769 | 5,550,379 | ||||
John R. Murphy | 47,764,363 | 6,548,719 | 59,268 | 5,550,379 | ||||
Dana M. Perlman | 48,972,469 | 5,278,622 | 121,259 | 5,550,379 | ||||
Maria A. Sastre | 54,142,753 | 107,856 | 121,741 | 5,550,379 | ||||
Andrea M. Weiss | 53,262,501 | 986,117 | 123,732 | 5,550,379 | ||||
| (b) | The shareholders voted to approve, by a non-binding, advisory vote, the 2020 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 | |||
48,943,089 | 4,730,378 | 698,883 | 5,550,379 | |||
(c) | The shareholders voted to ratify the appointment of Ernst & Young LLP, as the Company’s independent auditors for the fiscal year ending December 31, 2021. The voting results are as follows: |
Number of Shares | ||||
Voted For | Voted Against | Abstain | ||
57,905,683 | 1,980,134 | 36,912 | ||
(d) | The shareholders voted against the shareholder proposal entitled “Improve Our Catch-22 Proxy Access.” The voting results are as follows: |
Number of Shares | ||||||
Voted For | Voted Against | Abstain | Broker Non-Votes | |||
21,300,613 | 32,684,328 | 387,409 | 5,550,379 | |||