8-KLeadership ChangesExhibits & Filings

O REILLY AUTOMOTIVE INC 8-K Report, Executive Changes (Nov 13, 2017)

Filed November 13, 2017For Securities:ORLY

Summary

O'Reilly Automotive, Inc. (ORLY) announced a change in its Board of Directors composition through an 8-K filing on November 13, 2017. The Board increased its size from nine to 11 members and appointed two new directors: Greg L. Henslee, the current Chief Executive Officer, and Dana Perlman, Senior Vice President of PVH Corp. Mr. Henslee's appointment to the Board brings extensive internal expertise, with over 33 years at O'Reilly and a deep understanding of its operations and strategic planning. Ms. Perlman, an independent director, brings over 15 years of experience in the global retail industry, finance, investment banking, and business development, along with expertise in investor communications. The filing also indicates that two existing board members, Charles H. O'Reilly Jr. and Paul R. Lederer, are expected to retire at the 2018 Annual Meeting of Shareholders, aligning with the Board's mandatory retirement age policy. The Board intends to return to nine members after these retirements.

Key Highlights

  • 1O'Reilly Automotive, Inc. expanded its Board of Directors from nine to 11 members.
  • 2Greg L. Henslee, the company's CEO for over a decade, was appointed to the Board.
  • 3Dana Perlman, SVP of PVH Corp. with a background in retail, finance, and business development, was appointed as an independent director.
  • 4Ms. Perlman will serve on the Board's Audit Committee.
  • 5Mr. Henslee will not receive additional compensation for his Board service.
  • 6Ms. Perlman will receive standard compensation for independent directors, including pro-rated fees and restricted share awards.
  • 7Two current directors, Charles H. O'Reilly Jr. and Paul R. Lederer, are expected to retire at the 2018 Annual Meeting due to the company's mandatory retirement age policy.

Frequently Asked Questions

Greg L. Henslee was appointed due to his extensive 33-year tenure and deep operational and strategic experience within O'Reilly, coupled with his leadership as CEO. Dana Perlman was appointed to bring external expertise in the global retail industry, finance, investment banking, business development, and investor communications, and to serve as an independent director on the Audit Committee.

No, Mr. Henslee will not receive any fees for his service on the Board of Directors.

Ms. Perlman will receive compensation consistent with the company's independent director compensation structure, including a pro-rated annual fee, restricted share awards, and fees for attending Board and committee meetings.

Yes, the filing indicates that current Board members Charles H. O'Reilly Jr. and Paul R. Lederer are expected to retire at the 2018 Annual Meeting of Shareholders due to the Board's mandatory retirement age policy. The Board plans to reduce its size back to nine members following their retirements.