8-K - ORLY - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): March 26, 2021

O’Reilly Automotive, Inc.

(Exact name of registrant as specified in its charter)


Missouri	000-21318	27-4358837
(State or other jurisdiction	Commission file	(I.R.S. Employer
of incorporation or organization)	number	Identification No.)

233 South Patterson Avenue

Springfield , Missouri **** 65802

(Address of principal executive offices, Zip code)

( 417 ) 862-6708

(Registrant’s telephone number, including area code)

Not applicable

(Former name, former address and former fiscal year, 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):

☐ 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 $0.01 par value	ORLY	The NASDAQ Stock Market LLC
		(NASDAQ Global Select Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of Securities Act of 1933 (230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (240.12b-2).

☐ 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. ☐

Section 5 – Corporate Governance and Management

Item 5.02 – Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On March 26, 2021, O’Reilly Automotive, Inc. (the “Company”) issued a press release announcing the appointments of Greg Henslee to the position of Chairman of the Board (“Executive Chairman”) and David O’Reilly to the position of Executive Vice Chairman of the Board (“Executive Vice Chairman”), both appointments subject to the respective individual’s election as a director at the Company’s 2021 Annual Meeting of Shareholders (the “Annual Meeting”) to be held on May 13, 2021, and effective immediately following the Annual Meeting. Mr. O’Reilly currently serves as Executive Chairman and Mr. Henslee currently serves as Executive Vice Chairman.

Mr. Henslee, age 60, has served as a member of the Company’s Board of Directors (the “Board”) since November 2017 and Executive Vice Chairman of the Board since May 2018. Mr. Henslee served as the Company’s Chief Executive Officer from February 2005 until May 2018; as President from December 2012 to February 2017; as Co-President from 1999 to 2012; as Senior Vice President of Information Systems, Inventory Control, Customer Service, Computer Operations, Pricing and Loss Prevention from 1998 to 1999; as Vice President of Store Operations from 1995 to 1998; and as Director of Computer Operations and Loss Prevention from 1993 to 1995.

Mr. O’Reilly, age 71, has served as a member of the Board since 1972, as Executive Chairman of the Board since February of 2005, and as Co-Chairman of the Board from August 1999 to February 2005. Mr. O’Reilly served as the Company’s Chief Executive Officer from March 1993 to February 2005; as President from March 1993 to August 1999; and as Vice President from 1975 to March 1993.

The Compensation Committee of the Board recommended, and the Board approved maintaining the current annual base salary of $650,000 for Mr. Henslee and the current annual base salary of $735,000 for Mr. O’Reilly, and determined that both Mr. Henslee and Mr. O’Reilly be issued a restricted share award valued at 50% of each of their respective current annual base salaries, each awarded at the same time that annual equity awards for the Company’s other executive officers are awarded. The restricted share awards will vest in three equal annual installments, beginning one year following the award date. The Compensation Committee will evaluate the annual base salaries for both Mr. Henslee and Mr. O’Reilly following the Annual Meeting and will provide recommended updates, if any, to the Board for consideration at that time.

The text of the press release is attached hereto as Exhibit 99.1.

Section 9 – Financial Statements and Exhibits

Item 9.01 – Financial Statements and Exhibits

Exhibit Number		Description
99.1		Press release dated March 26, 2021
104		Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Date: March 26, 2021	O’REILLY AUTOMOTIVE, INC.

	By:	/s/ Thomas McFall
		Thomas McFall
		Executive Vice President and Chief Financial Officer
		(principal financial and accounting officer)

Exhibit 99.1

FOR IMMEDIATE RELEASE

O’REILLY AUTOMOTIVE, INC. ANNOUNCES CHAIRMAN OF THE BOARD SUCCESSION PLAN

●	Greg Henslee to be appointed Executive Chairman of the Board
●	David O’Reilly to be appointed Executive Vice Chairman of the Board
---	---

Springfield, MO, March 26, 2021 – O’Reilly Automotive, Inc. (the “Company” or “O’Reilly”) (Nasdaq: ORLY), a leading retailer in the automotive aftermarket industry, today announced succession plans for its Chairman of the Board position. Subject to their election as directors at O’Reilly’s 2021 Annual Meeting of Shareholders (the “Annual Meeting”) to be held on May 13, 2021, and effective immediately following the Annual Meeting, the Company’s Board of Directors (the “Board”) has appointed Greg Henslee to the position of Executive Chairman of the Board (“Executive Chairman”) and David O’Reilly to the position of Executive Vice Chairman of the Board (“Executive Vice Chairman”). Mr. O’Reilly currently serves as Executive Chairman, and Mr. Henslee currently serves as Executive Vice Chairman.

“After serving for 15 distinguished years as O’Reilly’s Executive Chairman and leading the Company through incredibly profitable growth, David has communicated his desire to transition into a different role on the Company’s Board,” stated Jay Burchfield, Lead Independent Director of O’Reilly’s Board. “During his tenure, David has provided invaluable guidance and direction to both the Company’s Board and our Executive Management Team, and we are extremely grateful for his many contributions to our success. Our Board’s relentless focus on self-evaluation, transparency and succession planning, for both the Board and our Executive Management Team, ensures our Board continually evolves to meet the needs of our shareholders. Our focus on continual improvement has resulted in a Board that is now more gender and ethnically diverse, has driven refreshment through the successful nomination and shareholder approval of four new and highly qualified Board members with a broad range of knowledge and skills over the last three years, has compelled fresh perspectives by rotating Board committee Chairpersons and has created enhanced shareholder disclosures and reporting with the issuance of our second annual Sustainability, Social and Governance Report. In addition, our Board’s focus on succession planning ensures the Company is prepared well in advance of critical leadership changes. As a direct result of these ongoing efforts, we are very pleased to announce the appointment of Greg Henslee to the position of Executive Chairman subject to his reelection to the Board at our Annual Meeting in May. Greg has worked in the automotive aftermarket industry his entire career, accumulating a wealth of knowledge and experience, and David has done an exceptional job preparing Greg and planning for this succession. We are confident Greg is both qualified and prepared to transition into this new leadership role for the Board and the Company.”

Mr. Burchfield continued, “David has expressed his strong desire to continue to remain highly involved in the operations of the Company and to serve on the Board, and we are very happy to announce the appointment of David to the position of Executive Vice Chairman, subject to his reelection to the Board at our Annual Meeting in May. In this role, David will continue to provide the Board and the Executive Management Team with the benefit of his knowledge and industry experience and will be a trusted advisor to Greg as he assumes his new role. Our Board remains committed to excellent corporate governance, diversity and inclusion, and we will continue to adapt to meet the needs of the Company and our shareholders in the future.”

David O’Reilly commented, “I am very grateful to have served as O’Reilly’s Executive Chairman and am excited to continue to be a part of our future success as Executive Vice Chairman. I am also thrilled that Greg Henslee is well prepared and ready to succeed me as Executive Chairman. Greg is very well respected for his expertise throughout the automotive

aftermarket industry, has been an excellent executive for our Company for many years and has brought valuable skills and perspective to the Board since joining in 2017. I am confident that Greg’s knowledge and experience make him the most qualified person to be the Executive Chairman and help lead our Company to success going forward.”

“It is an honor to be re-nominated to serve on O’Reilly’s Board and an even greater honor to transition into the role of Executive Chairman, and I am excited to take on this new challenge,” stated Greg Henslee. “David has been an amazing mentor to me since I began working for O’Reilly, and I am very pleased that he will continue to serve on the Company’s Board as Executive Vice Chairman. Since our founding, O’Reilly has operated using a committee-driven approach at every level of the Company, ensuring we arrive at the best possible decisions by always considering diverse opinions. Through this same process, O’Reilly has developed an extremely well rounded and qualified Board, where each member’s skills complement one another, and I am confident that our Board is well positioned to build upon our Company’s history of long-term success.”

Mr. Henslee possesses over 37 years of experience in the automotive aftermarket industry. He began his O’Reilly career in 1984 as a Parts Specialist in an O’Reilly store and progressed through the roles of Assistant Store Manager, District Manager, Computer Operations Manager, Director of Computer Operations and Loss Prevention, Vice President of Store Operations, Senior Vice President of Information Systems, Inventory Control, Customer Service, Computer Operations, Pricing and Loss Prevention, Co-President, Chief Executive Officer (“CEO”) and Co-President, and CEO and President. Mr. Henslee held the position of CEO from 2005 to 2018. During Mr. Henslee’s tenure as the Company’s CEO, the Company generated a cumulative shareholder return of 976%, compared to a 101% return for Standard and Poor’s S&P 500 Index during the same period. In 2018, after a multi-year succession process, Mr. Henslee was appointed as Executive Vice Chairman, and his successor, Greg Johnson, transitioned into the role of O’Reilly’s CEO and Co-President. Mr. Henslee also holds leadership positions on various automotive aftermarket industry organizations and associations.

Further information concerning the Board’s qualifications and responsibilities can be found in the Company’s Proxy statement, which was filed with the Securities and Exchange Commission today and can be accessed through the Company’s website at www.OReillyAuto.com by clicking on “Investor Relations” and then “Financials.”

About O’Reilly Automotive, Inc.

O’Reilly Automotive, Inc. was founded in 1957 by the O’Reilly family and is one of the largest specialty retailers of automotive aftermarket parts, tools, supplies, equipment and accessories in the United States, serving both the do-it-yourself and professional service provider markets. Visit the Company’s website at www.OReillyAuto.com for additional information about O’Reilly, including access to online shopping and current promotions, store locations, hours and services, employment opportunities and other programs. As of December 31, 2020, the Company operated 5,594 stores in 47 U.S. states and 22 stores in Mexico.

Forward-Looking Statements

The Company claims the protection of the safe-harbor for forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. You can identify these statements by forward-looking words such as “estimate,” “may,” “could,” “will,” “believe,” “expect,” “would,” “consider,” “should,” “anticipate,” “project,” “plan,” “intend” or similar words. In addition, statements contained within this press release that are not historical facts are forward-looking statements, such as statements discussing, among other things, expected growth, store development, integration and expansion strategy, business strategies, future revenues and future performance. These forward-looking statements are based on estimates, projections, beliefs and assumptions and are not guarantees of future events and results. Such statements are subject to risks, uncertainties and assumptions, including, but not limited to, the COVID-19 pandemic or other public health crises; the economy in general; inflation; consumer debt levels; product demand; the market for auto parts; competition; weather; tariffs; availability of key products; business interruptions, including terrorist activities, war and the threat of war; failure to protect our brand and reputation; challenges in international markets; volatility of the market price of our common stock; our increased debt levels; credit ratings on public debt; historical growth rate sustainability; our ability to hire and retain qualified employees; risks associated with the performance of acquired businesses; information security and cyber-attacks and governmental regulations. Actual results may materially differ from anticipated results described or implied in these forward-looking statements. Please refer to the “Risk Factors” section of the annual report on Form 10-K for the year ended December 31, 2020, and subsequent Securities and Exchange Commission filings, for additional factors

that could materially affect the Company’s financial performance. Forward-looking statements speak only as of the date they were made, and the Company undertakes no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law.


For further information contact:	Investor & Media Contacts
	Mark Merz (417) 829-5878
	Eric Bird (417) 868-4259