8-KCorporate ChangesExhibits & Filings

O REILLY AUTOMOTIVE INC 8-K Report, Bylaw Amendment (May 26, 2020)

Filed May 26, 2020For Securities:ORLY

Summary

O'Reilly Automotive, Inc. (ORLY) filed an 8-K on May 26, 2020, to report amendments to its Articles of Incorporation and Bylaws that became effective on May 19, 2020. These changes were approved by shareholders at the May 14, 2020, Annual Meeting. The primary substantive change is a reduction in the stock ownership threshold required for shareholders to call a special meeting. Additionally, outdated language related to the Board's classification was removed, and other non-substantive revisions were made to the Articles of Incorporation. Conforming amendments were also made to the Bylaws, including renaming them to the Fourth Amended and Restated Bylaws. These amendments are largely procedural and do not indicate a change in the company's operational or financial strategy. The reduction in the threshold for calling a special meeting may slightly increase shareholder influence in governance. Investors should note that the company is re-filing its Fourth Amended and Restated Bylaws with a corrected effective date of May 19, 2020, aligning with the Articles of Incorporation's effectiveness; this re-filing contains no substantive changes from the version previously filed on May 20, 2020.

Key Highlights

  • 1Shareholder-approved amendments to Articles of Incorporation and Bylaws effective May 19, 2020.
  • 2Key amendment reduces stock ownership required for shareholders to call a special meeting.
  • 3Outdated language regarding Board classification removed from Articles of Incorporation.
  • 4Bylaws amended to conform with Articles of Incorporation and renamed to Fourth Amended and Restated Bylaws.
  • 5Fourth Amended and Restated Bylaws re-filed with corrected effective date of May 19, 2020 (no substantive changes from prior filing).
  • 6Filing is primarily administrative and procedural.

Frequently Asked Questions

The primary changes involve reducing the percentage of stock ownership required for shareholders to call a special meeting and removing outdated provisions related to the Board's classification. The Bylaws were also updated to align with these changes and were renamed.

No, this filing is primarily procedural and relates to corporate governance. It does not impact the company's financial statements, operational strategy, or recent performance.

The Bylaws were re-filed to correct the effective date to May 19, 2020, aligning with the effective date of the amended Articles of Incorporation. The content of the Bylaws remains substantively the same as the version previously filed.

This filing is administrative in nature and does not signal any shifts in O'Reilly's business strategy, financial outlook, or operational plans. The changes are focused on corporate governance structure.