NASDAQ: ORLY O REILLY AUTOMOTIVE INC 8-K

O'Reilly re-elects board, grants $2M stock option to Executive Chairman Henslee

Filed May 18, 2026 · Period ending May 14, 2026 · ~1 min read

Key Changes

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Board approved $2M stock option award for Executive Chairman Greg Henslee, vesting 25% annually over four years at grant-date market price, expiring in ten years.

Item 5.02 verify on EDGAR →
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Shareholder proposal on political spending restrictions defeated with 55.8% opposition, though 44.2% support may prompt management engagement on disclosure practices.

Item 5.07 verify on EDGAR →
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All nine directors re-elected with 88.3%–99.3% support; John Murphy received lowest support at 88.3%, Maria Sastre highest at 99.3%.

Item 5.07 verify on EDGAR →
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Say-on-pay approved with 91.9% support (8.1% opposition), indicating broad acceptance of executive compensation practices.

Item 5.07 verify on EDGAR →
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Ernst & Young ratified as auditor for fiscal 2026 with 93.9% support.

Item 5.07 verify on EDGAR →

Summary

O'Reilly Automotive held its 2026 annual meeting on May 14, disclosing two notable governance actions. The board granted Executive Chairman Greg Henslee a $2 million stock option award with standard four-year vesting and ten-year expiration, a retention incentive for senior leadership.

Shareholders re-elected all nine directors with healthy support ranging from 88.3% to 99.3% of votes cast, representing 70.6%–79.4% of shares outstanding. The meeting's most noteworthy result was the defeat of a shareholder proposal on political spending restrictions.

While the proposal failed with 55.8% voting against, the 44.2% support level is elevated for a rejected measure and may signal shareholder interest in enhanced disclosure or oversight of corporate political activities. Management may engage with investors on this topic ahead of the 2027 proxy season. Say-on-pay and auditor ratification passed with routine approval levels above 90%, indicating no material concerns about executive compensation or audit quality.

Section-by-Section Diff

Event · Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation

~300 words

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation filed; see Key Changes for terms.

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Show 1 minor / wording change

Added Director elections low

Added in current filing · verify on EDGAR →

At the Company’s 2026 Annual Meeting of Shareholders (the “Annual Meeting”) held on May 14, 2026, the Company’s shareholders elected Greg Henslee, David O’Reilly, Thomas T. Hendrickson, Kimberly A. deBeers, Gregory D. Johnson, John R. Murphy, Dana M. Perlman, Maria A. Sastre, and Fred Whitfield to serve as members of the Company’s Board until the annual meeting of the Company’s shareholders in 2027 and until his or her successor has been duly elected and qualified.

Shareholders re-elected all nine director nominees at the annual meeting to serve one-year terms until the 2027 annual meeting. Board committee memberships remain unchanged.

Event · Item 5.07 — Submission of Matters to a Vote of Security Holders

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O'Reilly Automotive held its 2026 annual meeting; shareholders elected nine directors, approved executive compensation, ratified auditors, and rejected a political-spending proposal.

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Added Director elections medium

Added in current filing · verify on EDGAR → · paraphrased

Of the 836,699,472 shares entitled to vote at the Annual Meeting, 740,987,412 shares were present in person or by proxy. The individuals listed in the table below were elected as directors, to hold office until the annual meeting of the Company's shareholders in 2027 and until his or her successor has been duly elected and qualified. The voting results for each such director are as follows: Greg Henslee 648,415,986 Voted For, 20,791,455 Voted Against, 603,428 Abstain, 71,176,543 Broker Non-Votes; David O'Reilly 657,799,298 Voted For, 11,417,507 Voted Against, 594,064 Abstain, 71,176,543 Broker Non-Votes; Thomas T. Hendrickson 618,655,349 Voted For, 50,170,330 Voted Against, 985,190 Abstain, 71,176,543 Broker Non-Votes; Kimberly A. deBeers 658,322,099 Voted For, 10,404,178 Voted Against, 1,084,592 Abstain, 71,176,543 Broker Non-Votes; Gregory D. Johnson 651,505,957 Voted For, 17,708,963 Voted Against, 595,949 Abstain, 71,176,543 Broker Non-Votes; John R. Murphy 590,614,390 Voted For, 78,226,419 Voted Against, 970,060 Abstain, 71,176,543 Broker Non-Votes; Dana M. Perlman 607,479,377 Voted For, 61,621,994 Voted Against, 709,498 Abstain, 71,176,543 Broker Non-Votes; Maria A. Sastre 664,084,203 Voted For, 5,012,735 Voted Against, 713,931 Abstain, 71,176,543 Broker Non-Votes; Fred Whitfield 654,774,001 Voted For, 13,707,200 Voted Against, 1,329,668 Abstain, 71,176,543 Broker Non-Votes

All nine director nominees were elected with support ranging from 88.3% to 99.3% of votes cast. John R. Murphy received the lowest support at 88.3% (11.7% opposition), while Maria A. Sastre received the highest at 99.3%. With 88.6% of shares outstanding represented at the meeting, director support ranged from 70.6% to 79.4% of total shares outstanding.

Show 2 minor / wording changes

Added Say-on-pay vote low

Added in current filing · verify on EDGAR → · paraphrased

The shareholders voted to approve, by a non-binding, advisory vote, the 2025 compensation of the Company's Named Executive Officers (NEOs). The voting results are as follows: 613,777,069 Voted For, 53,995,103 Voted Against, 2,038,697 Abstain, 71,176,543 Broker Non-Votes

Shareholders approved executive compensation with 91.9% support (8.1% opposition) of votes cast. This represents 73.3% support of the 836,699,472 shares outstanding and entitled to vote. The approval level is typical for say-on-pay votes and indicates broad shareholder acceptance of the company's executive pay practices.

Added Auditor ratification low

Added in current filing · verify on EDGAR → · paraphrased

The shareholders voted to ratify the appointment of Ernst & Young LLP, as the Company's independent auditors for the fiscal year ending December 31, 2026. The voting results are as follows: 695,116,311 Voted For, 45,241,655 Voted Against, 629,446 Abstain

Shareholders ratified Ernst & Young LLP as independent auditors for fiscal 2026 with 93.9% support (6.1% opposition) of votes cast, representing 83.1% of shares outstanding. This is a routine outcome indicating no shareholder concerns about audit quality or auditor independence.