O REILLY AUTOMOTIVE INC

For the period ended Dec 31, 2024. Filed Mar 31, 2025.

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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, 2024 · Filed Mar 31, 2025

ORLY$89.89-1.7%Stored close · as of Nov 6, 2026

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UNITED STATES

SECURITIESAND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE

SECURITIES EXCHANGE ACT OF 1934

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Check the appropriate box:

☐	Preliminary Proxy Statement

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☒	Definitive Proxy Statement

☐	Definitive Additional Materials

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233 South Patterson Avenue, Springfield, Missouri 65802

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 seek to continually enhance our disclosures and practices on a host of issues ranging from human capital management to governance matters. We believe you will find the further enhancements within 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 2024 comparable store sales increase of 2.9% is a testament to the hard work and dedication of our over 93,000 Team Members. This sustainable, profitable growth was supplemented by $2.1 billion in share repurchases and resulted in a 6% 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.We would also like to recognize Larry O’Reilly and Andrea Weiss, who are not standing for re-election. The Board would like to thank Larry and Andrea for their years of service and the contributions that they have made to the Board and the Company. We wish them the best in the future.You are cordially invited to attend the 2025 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/ORLY2025 on Thursday, May 15, 2025, 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 31, 2025

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

DATE AND TIME		PLACE		RECORD DATE
Thursday, May 15, 2025,9:00 a.m. Central Time		The Annual Meeting will be held in a virtual-only format via live audio webcast at www.virtualshareholdermeeting.com/ORLY2025.		Close of business on March 6, 2025

ITEMS OF BUSINESS

Transact such other germane business as may properly come before the meeting or any adjournments thereof.

PROPOSAL		BOARDRECOMMENDATION
1Elect as Directors the nine nominees named in the attached proxy statement.		FOR
2Conduct an advisory (non-binding) vote to approve executive compensation.		FOR
3Consider and act upon a proposal to amend the Articles of Incorporation to increase the number of authorized shares of common stock for the primary purpose of effecting a 15-for-1 stock split.		FOR
4Ratify the appointment of Ernst & Young LLP as independent auditors for the fiscal year ending December 31, 2025.		FOR
5Consider and act upon a shareholder proposal, if properly presented at the Annual Meeting.		AGAINST


The Board of Directors has fixed the close of business on March 6, 2025, 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 2024 accompanies this notice.By Order of the Board of Directors,Julie GraySecretarySpringfield, MissouriMarch 31, 2025		YOUR VOTE IS IMPORTANT TO ENSURE A QUORUM AT THE MEETING.
	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 14, 2025, at 11:59 p.m. Eastern Time.

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