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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________________
FORM 8-K
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Current Report
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 20, 2025
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LKQ CORPORATION
(Exact name of registrant as specified in its charter)
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| Delaware | 001-42002 | | 36-4215970 |
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | | (IRS Employer Identification No.) |
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5846 Crossings Boulevard | | | | |
Antioch, Tennessee | | | 37013 |
| (Address of principal executive offices) | | | (Zip Code) |
Registrant's telephone number, including area code: (615) 781-5200
N/A
(Former name or former address, if changed since last report)
________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Common Stock, par value $.01 per share | | LKQ | | The Nasdaq Global Select Market |
| 4.125% Notes due 2031 | | LKQ31 | | The Nasdaq Global Select Market |
Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On August 20, 2025, Guhan Subramanian, Chairman of the Board of Directors of LKQ Corporation (the “Company”), notified the Company’s Board of Directors of his decision to step down as the Company’s Chairman, effective as of the appointment of his successor, and to retire from the Company’s Board of Directors as of January 1, 2026. Also on August 20, 2025, the Company’s Board of Directors appointed John Mendel to succeed Mr. Subramanian as Chairman of the Board, effective immediately. Mr. Subramanian will continue to serve as a Director of the Company until his retirement on January 1, 2026.
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| Item 7.01 | Regulation FD Disclosure. |
On August 21, 2025, the Company issued a press release announcing Mr. Mendel’s appointment as the Company’s Chairman of the Board. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information in this Item 7.01, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section and shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise expressly stated in such filing.
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| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
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Exhibit Number | | Description of Exhibit |
| | LKQ Corporation Press Release dated August 21, 2025. |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: August 21, 2025
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| LKQ CORPORATION |
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| By: | /s/ Matthew J. McKay |
| Matthew J. McKay |
| Senior Vice President, General Counsel and Corporate Secretary |
LKQ Corporation Appoints Automotive Industry Leader John Mendel as Chairman of the Board
Guhan Subramanian Retires as Chairman and Intends to Retire from the Board on January 1, 2026
ANTIOCH, Tenn., August 21, 2025 – LKQ Corporation (Nasdaq: LKQ) (“LKQ” or the “Company”) today announced that John Mendel has been elected as Chairman of the Board of Directors (the “Board”), effective immediately. This follows Guhan Subramanian’s decision to step down as Chairman this month and to retire from the Board on January 1, 2026. Mr. Subramanian has agreed to remain on the Board for the duration of the year to support a seamless transition process and other initiatives in progress.
As part of ongoing efforts to enhance its corporate governance practices, LKQ has been actively reviewing its Board composition, policies and procedures with the support of highly qualified outside advisors. This process resulted in Mr. Mendel being identified as the right individual to serve as the Company’s next Chairman. He has been a member of the Board since August 2018. He also brings extensive automotive and wholesale distribution industry experience having served as an executive with American Honda, Ford, Lincoln, Mercury and Mazda America over his more than 45-year career.
Mr. Mendel commented: “I am incredibly excited to become Chairman and to work with the leadership team in new and creative ways to accelerate the execution of LKQ’s strategic priorities. We are going to retain an intense focus on simplifying our business portfolio, further implementing a leaner operating model, investing in organic growth opportunities and maintaining a balanced capital allocation policy. The Board has a robust and proactive working relationship with Justin Jude, who is committed to moving with speed and urgency to capture greater market share and enhance shareholder value. On behalf of everyone at LKQ, I also want to take this opportunity to thank Guhan for his contributions, leadership and vision during his tenure on the Board.”
Mr. Jude offered: “I also want to thank Guhan for his service at LKQ. By bringing in fresh perspectives and diverse expertise, we are positioning our Company for sustained growth and success. The new insights and innovative ideas from the refreshed Board will undoubtedly contribute to our strategic goals and drive greater value for our shareholders.”
Mr. Subramanian commented:
“Serving on the Board of LKQ, as we have built this business over the past decade, has been an honor. I thank the entire executive team and Board for their hard work and dedication.”
About John Mendel
Mr. Mendel was the Executive Vice President, Automotive Division, of American Honda Motor Company from November 2004 until his retirement in April 2017, where he was responsible for Automotive business sales, marketing, product development, public relations, vehicle planning, logistics and distribution.
Prior to Honda, he worked for Ford Motor Company from July 1976 to November 2004, including in a variety of roles related to field operations and commercial marketing across the Ford, Lincoln and Mercury brands, before serving as Chief Operating Officer of Mazda America from 2001 to 2004.
Mr. Mendel received a B.A. in business and economics from Austin College and an M.B.A. from Duke University.
About LKQ Corporation
LKQ Corporation (www.lkqcorp.com) is a leading provider of alternative and specialty parts to repair and accessorize automobiles and other vehicles. LKQ has operations in North America, Europe and Taiwan. LKQ offers its customers a broad range of OEM recycled and aftermarket parts, replacement systems, components, equipment, and services to repair and accessorize automobiles, trucks, and recreational and performance vehicles.
Forward Looking Statements
Statements and information in this press release that are not historical are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and are made pursuant to the “safe harbor” provisions of such Act.
Forward-looking statements include, but are not limited to, statements regarding our outlook, guidance, expectations, beliefs, hopes, intentions and strategies. These statements are subject to a number of risks, uncertainties, assumptions and other factors including those identified below. All forward-looking statements are based on information available to us at the time the statements are made. We undertake no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
You should not place undue reliance on our forward-looking statements. Actual events or results may differ materially from those expressed or implied in the forward-looking statements. The risks, uncertainties, assumptions and other factors that could cause actual events or results to differ from the events or results predicted or implied by our forward-looking statements include, among others, changes in our cash position or cash requirements for other purposes, fluctuations in the price of our common stock, general market conditions, and stockholder response to the repurchase program; and other factors discussed in our filings with the SEC, including those disclosed under the captions “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2024 and in our subsequent Quarterly Reports on Form 10-Q. These reports are available on our investor relations website at lkqcorp.com and on the SEC website at sec.gov.
Contacts
For Investors:
Joseph P. Boutross
Vice President, Investor Relations
LKQ Corporation
(312) 621-2793
For Media:
Whit Clay
Partner, Head of New York Office
Longacre Square Partners
(917) 601-6012