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”) 2023 Annual Meeting of Shareholders (the “Annual Meeting”) held on May 18, 2023, the Company’s shareholders elected Greg Henslee, David O’Reilly, Larry O’Reilly, Jay D. Burchfield, Thomas T. Hendrickson, John R. Murphy, Dana M. Perlman, Maria A. Sastre, Andrea M. Weiss, 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 2024 and until his or her successor has been duly elected and qualified.
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. 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, Andrea M. Weiss, and Fred Whitfield |
Human Capital and 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, Maria A. Sastre, and Fred Whitfield |
Item 5.07 – Submission of Matters to a Vote of Security Holders
Of the 61,567,220 shares entitled to vote at the Annual Meeting, 55,567,224 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 2024 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 | 47,182,089 | 2,974,595 | 44,257 | 5,366,283 | ||||
David O'Reilly | 48,373,080 | 1,786,725 | 41,136 | 5,366,283 | ||||
Larry O'Reilly | 47,119,384 | 3,040,811 | 40,746 | 5,366,283 | ||||
Jay D. Burchfield | 45,110,758 | 5,023,530 | 66,653 | 5,366,283 | ||||
Thomas T. Hendrickson | 46,936,545 | 3,186,444 | 77,952 | 5,366,283 | ||||
John R. Murphy | 45,120,301 | 4,992,573 | 88,067 | 5,366,283 | ||||
Dana M. Perlman | 44,673,625 | 5,425,518 | 101,798 | 5,366,283 | ||||
Maria A. Sastre | 49,253,937 | 848,578 | 98,426 | 5,366,283 | ||||
Andrea M. Weiss | 49,228,172 | 880,001 | 92,768 | 5,366,283 | ||||
Fred Whitfield | 45,163,161 | 4,370,265 | 667,515 | 5,366,283 | ||||
| (b) | The shareholders voted to approve, by a non-binding, advisory vote, the 2022 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 | |||
45,658,522 | 4,378,008 | 164,411 | 5,366,283 | |||
| (c) | The shareholders voted, by a non-binding, advisory vote, on the frequency of future non-binding, advisory votes on executive compensation. The voting results are as follows: |
Number of Shares | ||||||||
1 Year | 2 Years | 3 Years | Abstain | Broker Non-Votes | ||||
49,466,086 | 114,190 | 563,053 | 57,612 | 5,366,283 | ||||
Following the Annual Meeting, the Board reviewed the voting results and, consistent with the Board’s recommendation and in response to the vote by the shareholders on this proposal, approved a resolution to hold future non-binding, advisory votes on executive compensation every year until the next required non-binding, advisory vote on the frequency of this item.
(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, 2023. The voting results are as follows: |
Number of Shares | ||||
Voted For | Voted Against | Abstain | ||
52,686,702 | 2,842,882 | 37,640 | ||
(e) | The shareholders voted against the shareholder proposal entitled “Independent Board Chairman.” The voting results are as follows: |
Number of Shares | ||||||
Voted For | Voted Against | Abstain | Broker Non-Votes | |||
22,995,323 | 27,110,248 | 95,370 | 5,366,283 | |||
Section 8 – Other Events
Item 8.01 – Other Events
On May 23, 2023, the Board approved a resolution to increase the authorization amount under its share repurchase program by an additional $2.0 billion, raising the aggregate authorization under the program to $23.75 billion. The additional $2.0 billion authorization is effective for a three-year period, beginning on May 23, 2023. Stock repurchases under the program may be made from time to time, as the Company deems appropriate, solely through open market repurchases effected through a broker dealer at prevailing market prices, based on a variety of factors such as price, corporate requirements, and overall market conditions. There can be no assurance as to the number of shares the Company will purchase, if any. The share repurchase program may be increased or otherwise modified, renewed, suspended, or terminated by the Company at any time, without prior notice.