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
At O’Reilly Automotive, Inc.’s (the “Company”) 2020 Annual Meeting of Shareholders (the “Annual Meeting”) held on May 14, 2020, the Company’s shareholders elected David O’Reilly, Larry O’Reilly, Greg Henslee, Jay D. Burchfield, Thomas T. Hendrickson, John R. Murphy, Dana M. Perlman, Maria A. Sastre and Andrea M. Weiss to serve as members of the Company’s Board of Directors (the “Board”) until the annual meeting of the Company’s shareholders in 2021 and until his or her successor has been duly elected and qualified.
At the Annual Meeting, one member of the Board, Rosalie O’Reilly Wooten, tendered her notice of resignation from the Board, consistent with the Board’s mandatory retirement age policy, and the Board accepted her resignation.
The members of the Board’s Audit Committee, Compensation Committee and Corporate Governance/Nominating Committee are set forth below. The number of members, purposes and functions of the respective committees remain unchanged, with the exception of the number of members of the Audit Committee. In addition, Mr. Jay D. Burchfield was selected to continue to serve as Independent Lead Director.
Audit Committee
| Members: | Thomas T. Hendrickson (Chairperson), Jay D. Burchfield, John R. Murphy, Dana M. Perlman, Maria A. Sastre and Andrea M. Weiss |
Compensation Committee
| Members: | John R. Murphy (Chairperson), Jay D. Burchfield and Thomas T. Hendrickson |
Corporate Governance/Nominating Committee
| Members: | Dana M. Perlman (Chairperson), John R. Murphy and Andrea M. Weiss |
Item 5.03 – Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
At the Annual Meeting, the shareholders of the Company approved amendments to the Company’s Amended and Restated Articles of Incorporation (the “Articles of Incorporation”) to reduce the stock ownership required for shareholders to call a special meeting and to delete unnecessary and outdated language related to classification of the Board and to reflect other non-substantive revisions. To implement the amendments to the Articles of Incorporation, the Board also previously approved conforming amendments to the Company’s Third Amended and Restated Bylaws to reduce the stock ownership required for shareholders to call a special meeting and to rename the Company’s Third Amended and Restated Bylaws to the Company’s Fourth Amended and Restated Bylaws, contingent upon shareholder approval and implementation of the amendments to the Articles of Incorporation.
The foregoing summary of the amendments to the Bylaws set forth under this Item 5.03 does not purport to be complete and is qualified in its entirety by reference to the complete text of the Fourth Amended and Restated Bylaws of the Company and a copy of such bylaws marked to show the amendments, which are included as Exhibit 3.1 and 3.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
Item 5.07 – Submission of Matters to a Vote of Security Holders
Of the 74,251,563 shares entitled to vote at the Annual Meeting, 65,589,116 shares were present in person or by proxy. At the Annual Meeting, the shareholders were asked to vote on five Company proposals and two shareholder proposals. A brief description of each proposal, along with the outcome and tabulation of voting results, is set forth below:
