lkq-20250514

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

________________________

FORM 8-K

________________________

Current Report

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 14, 2025

________________________

LKQ CORPORATION

(Exact name of registrant as specified in its charter)

_______________________

Delaware

001-42002

36-4215970

(State or other jurisdiction of
incorporation or organization)

(Commission
File Number)

(IRS Employer
Identification No.)

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):


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


☐			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:

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


Item 1.01			Entry into a Material Definitive Agreement.

On May 14, 2025, LKQ Corporation (the “Company”) entered into an amendment (the “Amendment”) to that certain Cooperation Agreement (the “Cooperation Agreement”), dated as of February 5, 2025, with Ancora Catalyst Institutional, LP, Engine Capital, LP and certain of their affiliates (collectively, the “Investor Parties”).

The Amendment provides that if the Company’s Board of Directors (the “Board”) re-nominates Sue Gove and Michael Powell for re-election to the Board at the Company’s 2026 annual meeting of shareholders, then the Investor Parties will abide by certain customary standstill restrictions, voting commitments, and other provisions, such as a mutual non-disparagement provision, until the earlier of (i) the date that is 30 days prior to the deadline for the submission of shareholder nominations for the Company’s 2027 annual meeting of shareholders pursuant to the Company’s Amended and Restated Bylaws or (ii) the date that is 110 days prior to the first anniversary of the Company’s 2026 annual meeting of shareholders.

The foregoing summary of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment and the Cooperation Agreement, copies of which are filed respectively as Exhibit 10.1 to this Current Report on Form 8-K, and as Exhibit 10.1 to the Current Report on Form 8-K filed on February 5, 2025, both of which are incorporated herein by reference.


Item 9.01			Financial Statements and Exhibits.

(d) Exhibits.


Exhibit Number						Description of Exhibit
10.1						First Amendment to Cooperation Agreement, dated as of May 14, 2025, by and among LKQ Corporation, Ancora Catalyst Institutional, LP, Engine Capital, LP, and the other entities and natural persons party thereto.
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: May 14, 2025



LKQ CORPORATION

By:			/s/ Matthew J. McKay
			Matthew J. McKay
			Senior Vice President, General Counsel and Corporate Secretary

Exhibit 10.1

EXECUTION VERSION

FIRST AMENDMENT TO COOPERATION AGREEMENT

This First Amendment to the Cooperation Agreement (this “Amendment”), dated as of May 14, 2025, is made by and among LKQ Corporation, a Delaware corporation (the “Corporation”), the entities and natural persons set forth under the “Ancora Parties” caption in the signature pages hereto and their Affiliates and Associates (each individually, an “Ancora Party,” and collectively, the “Ancora Parties”), and the entities and natural persons set forth under the “Engine Parties” caption in the signature pages hereto and their Affiliates and Associates (each individually, an “Engine Party,” and collectively, the “Engine Parties”) (each Ancora Party and Engine Party, individually, an “Investor Party,” and the Ancora Parties and Engine Parties collectively, the “Investor Parties”). The Cooperation Agreement, dated as of February 5, 2025, was entered into by and among the Corporation and the Investor Parties (the “Cooperation Agreement”). Capitalized terms used and not otherwise defined in this Amendment shall have the meanings ascribed to them in the Cooperation Agreement.

In consideration of the foregoing and the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1.Amendment of Section 2.c of the Cooperation Agreement. Section 2.c of the Cooperation Agreement is amended and replaced in its entirety by the following language:

c. The “Standstill Period” shall begin as of the date of this Agreement and shall remain in full force and effect until the earlier of (i) the date that is 30 days prior to the deadline for the submission of shareholder nominations for the 2026 annual Shareholder Meeting pursuant to the Corporation’s Amended and Restated Bylaws or (ii) the date that is 110 days prior to the first anniversary of the 2025 annual Shareholder Meeting, unless this Agreement is earlier terminated pursuant to Section 17 (the earlier of (i) and (ii), the “Initial Expiration Date”); provided that, if at least 20 days prior to the Initial Expiration Date, the Corporation notifies the Investor Parties that the Board has determined in good faith to re-nominate the New Independent Directors for re-election at the 2026 annual Shareholder Meeting, and the Corporation does nominate, recommend, support and solicit proxies for the election of the New Independent Directors at the 2026 annual Shareholder Meeting, then the Standstill Period shall automatically be extended from the Initial Expiration Date until the earlier of (i) the date that is 30 days prior to the deadline for the submission of shareholder nominations for the 2027 annual Shareholder Meeting pursuant to the Corporation’s Amended and Restated Bylaws or (ii) the date that is 110 days prior to the first anniversary of the 2026 annual Shareholder Meeting, unless this Agreement is earlier terminated pursuant to Section 17.

2.Disclosure of this Amendment. The Parties agree that, promptly following the execution of this Amendment, the Corporation may file this Amendment as an exhibit to a Current Report on Form 8-K within four (4) business days of the execution of this Amendment.

3.Other Provisions; No Other Modifications. Sections 11 through 22 of the Cooperation Agreement are incorporated by reference herein mutatis mutandis. Except as provided in Section 1 of this Amendment, no other modification of the Cooperation Agreement is intended to be effected by this Amendment, and the Cooperation Agreement (as amended by this Amendment) shall remain in full force and effect.

[The remainder of this page is left blank intentionally.]

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IN WITNESS WHEREOF, the Parties hereto have each executed this Amendment on the date first set forth above.

THE CORPORATION:

LKQ CORPORATION

By: /s/ Matthew J. McKay
Name: Matthew J. McKay
Title: Senior Vice President, General Counsel & Corporate Secretary