UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. 2)
Filed by the Registrant x Filed by a Party other than the Registrant ¨
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| ¨ | Preliminary Proxy Statement |
| ¨ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ¨ | Definitive Proxy Statement |
| x | Definitive Additional Materials |
| ¨ | Soliciting Material Pursuant to §240.14a-12 |
LKQ Corporation
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
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SUPPLEMENT DATED APRIL 10, 2012 TO
PROXY STATEMENT DATED MARCH 23, 2012
ANNUAL MEETING OF STOCKHOLDERS OF LKQ CORPORATION
TO BE HELD ON MAY 7, 2012
On or about March 23, 2012, LKQ Corporation (the “Company”) furnished or otherwise made available to stockholders its proxy statement (the “Proxy Statement”) describing the matters to be voted upon at the Company’s 2012 Annual Meeting of Stockholders (the “2012 Annual Meeting”) to be held at 1:30 p.m., Central Time, on Monday, May 7, 2012, at 135 South LaSalle Street, 43rd Floor, Chicago, Illinois 60603, and at any adjournments or postponements thereof. This supplement (this “Supplement”) revises the Proxy Statement and should be read in conjunction with it. This Supplement is first being furnished or otherwise made available to stockholders on or about April 10, 2012. All capitalized terms used but not defined in this Supplement have the meanings ascribed to them in the Proxy Statement.
The fourth paragraph under the caption “Director Compensation – Director Fees” is hereby amended to read in its entirety as follows:
In March 2012, the Board of Directors changed director compensation, subject to stockholder approval of Proposal No. 3, by decreasing the quarterly cash compensation for each director from $31,250 to $25,000 and adding an annual equity grant with a value equal to $100,000. The other items of director compensation (fees for committee membership, for the Chairman of the Board and for the Lead Independent Director) were not changed.
Important Notice Regarding the Availability of Proxy Materials for the 2012
Annual Meeting of Stockholders to be Held on May 7, 2012
The Proxy Statement, including this Supplement, and our Annual Report on Form 10-K for the fiscal year ended December 31, 2011 are available on the Company website at
http://investor.lkqcorp.com/phoenix.zhtml?c=147311&p=proxy.