ORLY-2015.05.05-Results 8K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): May 5, 2015

O'REILLY AUTOMOTIVE, INC.
(Exact name of registrant as specified in its charter)
 
Missouri
000-21318
27-4358837
(State or other jurisdiction
of incorporation or
organization)
(Commission File Number)
(I.R.S. Employer Identification No.)
 
233 South Patterson
Springfield, Missouri 65802
(Address of principal executive offices, Zip code)
 
(417) 862-6708
(Registrant's telephone number, including area code)
 
(Not Applicable)
(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))











Section 5 – Corporate Governance and Management

Item 5.07 – Submission of Matters to a Vote of Security Holders

O'Reilly Automotive, Inc. (the "Company") held its 2015 Annual Meeting of Shareholders (the "Annual Meeting") on May 5, 2015. Of the 101,801,265 shares, entitled to vote at the Annual Meeting, 91,690,126 shares were present in person or by proxy. At the Annual Meeting, the shareholders were asked to vote on three Company proposals and one shareholder proposal. A brief description of each proposal, along with the outcome and tabulation of voting results is set forth below:

(a)
The individuals listed in the table below were elected as directors, to hold office until the annual meeting of the Company’s shareholders in 2016 and until his or her successor has been duly elected and qualified. The voting results for each such director are as follows:

 
Number of Shares
Name of Nominee
 
Voted For
 
Voted Against
 
Abstain
 
Broker Non-Votes
David O'Reilly
 
78,166,621

 
5,347,279

 
111,557

 
8,064,669

Charlie O'Reilly
 
72,141,346

 
11,368,540

 
115,571

 
8,064,669

Larry O'Reilly
 
72,166,688

 
11,342,578

 
116,191

 
8,064,669

Rosalie O'Reilly Wooten
 
72,150,426

 
11,361,429

 
113,602

 
8,064,669

Jay D. Burchfield
 
81,646,025

 
1,855,732

 
123,700

 
8,064,669

Thomas T. Hendrickson
 
82,911,950

 
536,070

 
177,437

 
8,064,669

Paul R. Lederer
 
79,325,532

 
4,176,487

 
123,438

 
8,064,669

John R. Murphy
 
82,316,766

 
1,179,772

 
128,919

 
8,064,669

Ronald Rashkow
 
82,401,052

 
1,097,515

 
126,890

 
8,064,669


(b)
The shareholders voted to approve, by a non-binding, advisory vote, the 2014 compensation of the Company’s Named Executive Officers ("NEOs"). The voting results are as follows:
Number of Shares
Voted For
 
Voted Against
 
Abstain
 
Broker Non-Votes
81,781,461

 
1,689,161

 
154,835

 
8,064,669


(c)
The shareholders voted to ratify the appointment of Ernst & Young LLP, as the Company’s independent auditors for the fiscal year ending December 31, 2015. The voting results are as follows:
Number of Shares
Voted For
 
Voted Against
 
Abstain
90,665,097

 
894,003

 
131,026


(d)
The shareholders voted against the shareholder proposal to adopt another policy requiring the recoupment of incentive compensation paid, granted or awarded to the Company's senior executives when certain criteria is met. The shareholder did not properly present the proposal for the meeting. Notwithstanding, the Company, reserving all its rights, allowed the presentation of the shareholder proposal. The voting results are as follows:
Number of Shares
Voted For
 
Voted Against
 
Abstain
 
Broker Non-Votes
19,419,112

 
63,910,924

 
295,421

 
8,064,669







SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
Date: May 8, 2015
O'REILLY AUTOMOTIVE, INC.
 
 
 
By: /s/ Thomas McFall
 
Thomas McFall
 
Executive Vice President of Finance and Chief Financial Officer
 
(principal financial and accounting officer)