8-KLeadership ChangesShareholder Matters

O REILLY AUTOMOTIVE INC 8-K Report, Executive Changes (May 7, 2019)

Filed May 7, 2019For Securities:ORLY

Summary

O'Reilly Automotive, Inc. (ORLY) filed an 8-K on May 7, 2019, detailing outcomes from its 2019 Annual Meeting of Shareholders. The report confirms the election of all nine director nominees, including key members of the O'Reilly family and management. Notably, long-serving director Ronald Rashkow resigned consistent with the company's mandatory retirement age policy. The filing also provides detailed voting results for director elections, advisory votes on executive compensation, and the ratification of the independent auditor, Ernst & Young LLP. Shareholders also voted on a shareholder proposal regarding special meetings, with the Board indicating it will consider the advisory vote outcome.

Key Highlights

  • 1Nine directors were elected to the Board, serving until the 2020 Annual Meeting.
  • 2Director Ronald Rashkow resigned from the Board due to the company's mandatory retirement age policy.
  • 3The Board's Audit, Compensation, and Corporate Governance/Nominating Committees have new member compositions, with existing chairpersons largely continuing their roles.
  • 4Shareholders approved the election of all director nominees with significant majority votes.
  • 5A non-binding advisory vote to approve the compensation of Named Executive Officers (NEOs) for 2018 was passed.
  • 6The appointment of Ernst & Young LLP as the independent auditor for fiscal year 2019 was ratified.
  • 7A shareholder proposal to allow for special shareholder meetings received a majority of votes in favor, which the Board will consider.

Frequently Asked Questions

The directors elected to serve until the 2020 Annual Meeting were David O'Reilly, Larry O'Reilly, Rosalie O'Reilly Wooten, Greg Henslee, Jay D. Burchfield, Thomas T. Hendrickson, John R. Murphy, Dana M. Perlman, and Andrea M. Weiss.

Yes, Ronald Rashkow resigned from the Board following the Annual Meeting, in accordance with the company's mandatory retirement age policy. The rest of the director slate was elected.

Shareholders voted on a non-binding, advisory basis to approve the compensation of the Company's Named Executive Officers for 2018. The proposal passed with approximately 60.1 million votes in favor.

The shareholder proposal requesting the ability for shareholders to call special meetings received a majority of votes in favor. The Board stated it will take this advisory vote under careful consideration as it evaluates its articles of incorporation and bylaws regarding special meeting provisions.