O'Reilly Automotive Inc.
05/18/2026 | Press release | Distributed by Public on 05/18/2026 14:36
Proxy Results, Management Change/Compensation (Form 8-K)
Item 5.02 - Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On May 13, 2026, the Human Capital and Compensation Committee of the Board of Directors (the "Board") of O'Reilly Automotive, Inc. (the "Company") recommended a stock option award with a grant date fair value of $2,000,000 for Greg Henslee, Executive Chairman of the Board. The Board approved the award on May 14, 2026. The stock option award is granted at an exercise price equal to the closing market price of the Company's common stock on the date of the grant and vests and becomes exercisable with respect to 25% of the covered shares on each of the first four anniversaries of the date of the grant, subject to Mr. Henslee's continued service. The stock option award expires and ceases to be exercisable ten years after the date of the grant.
At the Company's 2026 Annual Meeting of Shareholders (the "Annual Meeting") held on May 14, 2026, 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 until the annual meeting of the Company's shareholders in 2027 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 remain unchanged. The purposes and functions of the respective committees remain unchanged.
Item 5.07 - Submission of Matters to a Vote of Security Holders
Of the 836,699,472 shares entitled to vote at the Annual Meeting, 740,987,412 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 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 2027 and until his or her successor has been duly elected and qualified. The voting results for each such director are as follows: |
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Number of Shares |
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Name of Nominee |
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Voted For |
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Voted Against |
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Abstain |
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Broker Non-Votes |
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Greg Henslee |
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648,415,986 |
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20,791,455 |
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603,428 |
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71,176,543 |
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David O'Reilly |
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657,799,298 |
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11,417,507 |
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594,064 |
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71,176,543 |
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Thomas T. Hendrickson |
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618,655,349 |
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50,170,330 |
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985,190 |
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71,176,543 |
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Kimberly A. deBeers |
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658,322,099 |
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10,404,178 |
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1,084,592 |
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71,176,543 |
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Gregory D. Johnson |
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651,505,957 |
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17,708,963 |
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595,949 |
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71,176,543 |
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John R. Murphy |
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590,614,390 |
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78,226,419 |
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970,060 |
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71,176,543 |
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Dana M. Perlman |
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607,479,377 |
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61,621,994 |
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709,498 |
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71,176,543 |
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Maria A. Sastre |
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664,084,203 |
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5,012,735 |
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713,931 |
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71,176,543 |
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Fred Whitfield |
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654,774,001 |
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13,707,200 |
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1,329,668 |
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71,176,543 |
| (b) | The shareholders voted to approve, by a non-binding, advisory vote, the 2025 compensation of the Company's Named Executive Officers (NEOs). The voting results are as follows: |
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Number of Shares |
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Voted For |
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Voted Against |
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Abstain |
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Broker Non-Votes |
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613,777,069 |
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53,995,103 |
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2,038,697 |
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71,176,543 |
(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, 2026. The voting results are as follows:
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Number of Shares |
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Voted For |
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Voted Against |
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Abstain |
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695,116,311 |
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45,241,655 |
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629,446 |
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(d) |
The shareholders voted against the shareholder proposal entitled "Avoid Brand Damage due to Corporate Political Spending." The voting results are as follows: |
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Number of Shares |
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Voted For |
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Voted Against |
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Abstain |
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Broker Non-Votes |
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292,670,896 |
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369,391,768 |
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7,748,205 |
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71,176,543 |
O'Reilly Automotive Inc. published this content on May 18, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on May 18, 2026 at 20:36 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]