O REILLY AUTOMOTIVE INC
For the period ended Dec 31, 2023. Filed Mar 29, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Dec 31, 2023 · Filed Mar 29, 2024
ORLY$89.89-1.7%Stored close · as of Nov 6, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant☒
Filed by a Party other than the Registrant☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
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| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| ☒ | Definitive Proxy Statement |
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| ☐ | Definitive Additional Materials |
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| ☐ | Soliciting Material Under Rule 14a-12 |
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Payment of Filing Fee (Check all boxes that apply):
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| ☒ | No fee required |
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| ☐ | Fee paid previously with preliminary materials |
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| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
233 South Patterson Avenue, Springfield, Missouri 65802
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| | DEAR SHAREHOLDERS: |
| GREG HENSLEEExecutive Chairmanof the Board | On behalf of the Board of Directors, and all of Team O’Reilly, we thank you for your continued support of O’Reilly Auto Parts. We have a long history of proactive engagement with you, our shareholders. We have diligently evaluated the valuable feedback we receive through these efforts to continually enhance our disclosures and practices on a host of issues ranging from human capital management, to environmental, social, and governance matters. We believe you will find the robust enhancements and additional content added to this proxy statement meaningful and consistent with our focus on relevant and transparent disclosures.Team O’Reilly takes great pride in annually delivering outstanding returns to our shareholders. Our full-year 2023 comparable store sales increase of 7.9% is a testament to the hard work and dedication of our over 90,000 Team Members. This sustainable, profitable growth was supplemented by $3.2 billion in share repurchases and resulted in a 15% increase in diluted earnings per share. We look forward to the opportunity to continue our track record of generating strong returns for you in the coming year.You are cordially invited to attend the 2024 Annual Meeting of Shareholders of O’Reilly Automotive, Inc. to be held in a virtual-only format via live audio webcast at www.virtualshareholdermeeting.com/ORLY2024 on Thursday, May 16, 2024, at 9:00 a.m. Central Time. You will find information regarding the meeting in the enclosed Notice of Annual Meeting of Shareholders, including proposals on which you will be asked to vote. It is important that your shares be represented at the meeting. Whether or not you plan to attend via the live audio webcast, please complete, sign, date, and return the enclosed proxy card in the envelope provided at your earliest convenience or vote via telephone or Internet using the instructions on the proxy card.Sincerely,March 29, 2024 |
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
| DATE AND TIME | | PLACE | | RECORD DATE |
|---|---|---|---|---|
| Thursday, May 16, 2024,9:00 a.m. Central Time | | The Annual Meeting will be held in a virtual-only format via live audio webcast at www.virtualshareholdermeeting.com/ORLY2024. | | Close of business on March 7, 2024 |
ITEMS OF BUSINESS
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| PROPOSAL | BOARDRECOMMENDATION | |
|---|---|---|
| 1Elect as Directors the ten nominees named in the attached proxy statement. | | FOR |
| 2Conduct an advisory (non-binding) vote on executive compensation. | | FOR |
| 3Ratify the appointment of Ernst & Young LLP as independent auditors for the fiscal year ending December 31, 2024. | | FOR |
| 4Consider and act upon a shareholder proposal, if properly presented at the Annual Meeting. | | AGAINST |
| Transact such other germane business as may properly come before the meeting or any adjournments thereof. | ||
| The Board of Directors has fixed the close of business on March 7, 2024, as the record date for the determination of shareholders entitled to notice of and to vote at the Annual Meeting and any adjournments or postponements thereof. A list of all shareholders entitled to vote at the Annual Meeting, arranged in alphabetical order and showing the address of and number of shares held by each shareholder, will be available during usual business hours at the office of the Corporate Secretary, Julie Gray, at 455 South Patterson Avenue, Springfield, Missouri 65802, to be examined by any shareholder for any purpose reasonably related to the Annual Meeting for ten days prior to the date thereof. The list will also be electronically available for examination throughout the course of the meeting.A copy of the Company’s Annual Shareholders’ Report for fiscal year 2023 accompanies this notice.By Order of the Board of Directors,Julie GraySecretarySpringfield, MissouriMarch 29, 2024 | YOUR VOTE IS IMPORTANT TO ENSURE A QUORUM AT THE MEETING. | |
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| | Even if you own only a few shares, and whether or not you expect to virtually attend the meeting, we request you mark, date, sign, and mail the enclosed proxy card in the postage-paid envelope provided or vote your shares by telephone or Internet as directed on the enclosed proxy card. Telephone and Internet voting for shareholders of record will be available 24 hours a day and will close on Wednesday, May 15, 2024, at 11:59 p.m. Eastern Time. | |
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.