8-K

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

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Date of Report (date of earliest event reported): May 12, 2022

O’Reilly Automotive, Inc.

(Exact name of registrant as specified in its charter)

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

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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))

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

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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

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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.  ☐

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Section 5 – Corporate Governance and Management

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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

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At O’Reilly Automotive, Inc.’s (the “Company”) 2022 Annual Meeting of Shareholders (the “Annual Meeting”) held on May 12, 2022, the Company’s shareholders elected Greg Henslee, David O’Reilly, Larry O’Reilly, Jay D. Burchfield, Thomas T. Hendrickson, John R. Murphy, Dana M. Perlman, Maria A. Sastre, Andrea M. Weiss and Fred Whitfield to serve as members of the Company’s Board of Directors (the “Board”) until the annual meeting of the Company’s shareholders in 2023 and until his or her successor has been duly elected and qualified.

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The members of the Board’s Audit Committee, Human Capital and Compensation Committee and Corporate Governance/Nominating Committee are set forth below.  The purposes and functions of the respective committees remain unchanged.  In addition, Jay D. Burchfield was selected to continue to serve as Independent Lead Director.

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Audit Committee

Members:	Thomas T. Hendrickson (Chair), Jay D. Burchfield, John R. Murphy, Dana M. Perlman, Maria A. Sastre, Andrea M. Weiss and Fred Whitfield

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Human Capital and Compensation Committee

Members:	John R. Murphy (Chair), Jay D. Burchfield and Andrea M. Weiss

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Corporate Governance/Nominating Committee

Members:	Dana M. Perlman (Chair), Thomas T. Hendrickson, Maria A. Sastre and Fred Whitfield

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Item 5.07 – Submission of Matters to a Vote of Security Holders

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Of the 66,296,391 shares entitled to vote at the Annual Meeting, 58,457,298 shares were present in person or by proxy.  At the Annual Meeting, the shareholders were asked to vote on three Company proposals and one shareholder proposal.  A brief description of each proposal, along with the outcome and tabulation of voting results, is set forth below:

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(a)	The individuals listed in the table below were elected as directors, to hold office until the annual meeting of the Company’s shareholders in 2023 and until his or her successor has been duly elected and qualified.  The voting results for each such director are as follows:
​	​	​	​	​	​	​	​	​
---	---	---	---	---	---	---	---	---
​	​	Number of Shares
Name of Nominee	​	Voted For	​	Voted Against	​	Abstain	​	Broker Non-Votes
Greg Henslee	​	49,392,833	​	3,353,603	​	23,601	​	5,687,261
David O'Reilly	​	50,638,863	​	2,109,505	​	21,669	​	5,687,261
Larry O'Reilly	​	50,297,559	​	2,195,189	​	277,289	​	5,687,261
Jay D. Burchfield	​	46,126,615	​	6,361,741	​	281,681	​	5,687,261
Thomas T. Hendrickson	​	49,181,794	​	3,554,001	​	34,242	​	5,687,261
John R. Murphy	​	45,790,840	​	6,926,765	​	52,432	​	5,687,261
Dana M. Perlman	​	46,557,995	​	6,172,005	​	40,037	​	5,687,261
Maria A. Sastre	​	52,006,502	​	723,404	​	40,131	​	5,687,261
Andrea M. Weiss	​	51,522,706	​	1,210,254	​	37,077	​	5,687,261
Fred Whitfield	​	52,655,606	​	64,676	​	49,755	​	5,687,261

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(b)	The shareholders voted to approve, by a non-binding, advisory vote, the 2021 compensation of the Company’s Named Executive Officers (NEOs).  The voting results are as follows:
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---	---	---	---	---	---	---
Number of Shares
Voted For	​	Voted Against	​	Abstain	​	Broker Non-Votes
45,790,175	​	6,812,392	​	167,470	​	5,687,261

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(c)	The shareholders voted to ratify the appointment of Ernst & Young LLP, as the Company’s independent auditors for the fiscal year ending December 31, 2022.  The voting results are as follows:
​	​	​	​	​
---	---	---	---	---
Number of Shares
Voted For	​	Voted Against	​	Abstain
55,716,441	​	2,700,507	​	40,350

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(d)	The shareholders voted against the shareholder proposal entitled “Special Shareholder Meeting Improvement.”  The voting results are as follows:
​	​	​	​	​	​	​
---	---	---	---	---	---	---
Number of Shares
Voted For	​	Voted Against	​	Abstain	​	Broker Non-Votes
18,413,437	​	34,203,177	​	153,423	​	5,687,261

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Section 8 – Other Events

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Item 8.01 – Other Events

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On May 16, 2022, the Board approved a resolution to increase the authorization amount under its share repurchase program by an additional $1.5 billion, raising the aggregate authorization under the program to $20.25 billion.  The additional $1.5 billion authorization is effective for a three-year period, beginning on May 16, 2022.  Stock repurchases under the program may be made from time to time, as the Company deems appropriate, solely through open market repurchases effected through a broker dealer at prevailing market prices, based on a variety of factors such as price, corporate requirements and overall market conditions.  There can be no assurance as to the number of shares the Company will purchase, if any.  The share repurchase program may be increased or otherwise modified, renewed, suspended or terminated by the Company at any time, without prior notice.

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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.

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Date: May 16, 2022	O’REILLY AUTOMOTIVE, INC.
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​	By:	/s/ Jeremy A. Fletcher
​	​	Jeremy A. Fletcher
​	​	Executive Vice President and Chief Financial Officer
​	​	(principal financial and accounting officer)

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