8-KLeadership ChangesShareholder Matters

O REILLY AUTOMOTIVE INC 8-K Report, Executive Changes (May 6, 2011)

Filed May 6, 2011For Securities:ORLY

Summary

O'Reilly Automotive, Inc. (ORLY) filed an 8-K on May 5, 2011, reporting on two key corporate events that occurred on May 3, 2011. First, the company's Board of Directors implemented new stock ownership requirements for certain officers and senior managers, designed to further align their interests with those of shareholders. These requirements range from two to five times base salary and must be met within five years, with specific provisions for non-compliance, age 62, and potential board waivers. Second, the company held its 2011 Annual Meeting of Shareholders. Key outcomes included the election of David E. O’Reilly, Jay D. Burchfield, and Paul R. Lederer as Class III Directors. Shareholders also provided a non-binding advisory vote to approve the 2010 compensation of Named Executive Officers, and they voted to hold such advisory votes on executive compensation annually. Finally, the appointment of Ernst & Young, LLP as the independent auditor for fiscal year 2011 was ratified.

Key Highlights

  • 1New stock ownership requirements implemented for officers and senior managers, ranging from 2x to 5x base salary, to align executive and shareholder interests.
  • 2These ownership requirements must be met within five years from May 3, 2011.
  • 3Provisions for non-compliance include holding 50% of net after-tax shares from option exercises and selling restrictions.
  • 4David E. O’Reilly, Jay D. Burchfield, and Paul R. Lederer were elected as Class III Directors.
  • 5Shareholders approved, by non-binding advisory vote, the 2010 compensation of Named Executive Officers.
  • 6Shareholders voted to conduct future advisory votes on executive compensation annually.
  • 7Ernst & Young, LLP was ratified as the independent auditor for the fiscal year ending December 31, 2011.

Frequently Asked Questions

The new stock ownership requirements mandate that the Chief Executive Officer maintain ownership equivalent to five times his base salary, the Chief Operating Officer and Chief Financial Officer maintain three times their base salary, and Senior Vice Presidents maintain two times their base salary. These requirements must be met within five years of May 3, 2011.

If an officer or senior manager fails to comply within the specified five-year period, they will be required to hold 50% of the net after-tax shares received from exercising stock options and will face restrictions on selling company shares.

At the meeting, three directors (David E. O’Reilly, Jay D. Burchfield, and Paul R. Lederer) were elected. Shareholders also provided advisory approval for the 2010 executive compensation, voted for annual advisory votes on executive compensation in the future, and ratified the appointment of Ernst & Young, LLP as the company's independent auditor for 2011.

Shareholders overwhelmingly voted for annual advisory votes on executive compensation, with approximately 70.2 million shares voting for '1 Year', compared to 2.1 million for '2 Years' and 42 million for '3 Years'. The Board subsequently approved holding these votes annually.