8-KShareholder Matters

O REILLY AUTOMOTIVE INC 8-K Report, Shareholder Vote Results (May 10, 2012)

Filed May 10, 2012For Securities:ORLY

Summary

O'Reilly Automotive Inc. (ORLY) filed an 8-K on May 9, 2012, detailing the outcomes of its 2012 Annual Meeting of Shareholders held on May 8, 2012. The meeting saw a strong turnout, with over 115 million shares represented. Key outcomes included the election of three Class I Directors: Charles H. O’Reilly, Jr., John Murphy, and Ronald Rashkow, all of whom will serve until the 2015 annual meeting. Shareholders also provided advisory approval for the company's 2011 executive compensation and approved the 2012 Incentive Award Plan. Furthermore, the appointment of Ernst & Young, LLP as the company's independent auditor for the fiscal year ending December 31, 2012, was ratified. The voting results across all proposals indicate significant shareholder support for the company's management and strategic direction, with no proposals failing to achieve majority approval.

Key Highlights

  • 1Three Class I Directors (Charles H. O’Reilly, Jr., John Murphy, Ronald Rashkow) were elected, with terms expiring in 2015.
  • 2Shareholders approved, via a non-binding advisory vote, the 2011 compensation of the Named Executive Officers.
  • 3The Company's 2012 Incentive Award Plan received shareholder approval.
  • 4Ernst & Young, LLP was ratified as the independent auditor for the fiscal year ending December 31, 2012.
  • 5A substantial majority of shares entitled to vote (over 91%) were present at the Annual Meeting.
  • 6All proposals presented at the meeting, including director elections and plan approvals, received strong majority support from shareholders.

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