8-K

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 3, 2016

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 2016 Annual Meeting of Shareholders (the “Annual Meeting”) on May 3, 2016. Of the 97,029,791 shares, entitled to vote at the Annual Meeting, 88,209,164 shares were present in person or by proxy. At the Annual Meeting, the shareholders were asked to vote on three 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:

(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 2017 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
 
75,038,556

 
5,002,532

 
41,525

 
8,126,551

Charles H. O'Reilly Jr.
 
70,351,536

 
9,689,401

 
41,676

 
8,126,551

Larry O'Reilly
 
70,377,166

 
9,664,237

 
41,210

 
8,126,551

Rosalie O'Reilly Wooten
 
70,397,065

 
9,645,022

 
40,526

 
8,126,551

Jay D. Burchfield
 
75,709,459

 
4,321,702

 
51,452

 
8,126,551

Thomas T. Hendrickson
 
79,043,009

 
932,644

 
106,960

 
8,126,551

Paul R. Lederer
 
75,721,743

 
4,309,081

 
51,789

 
8,126,551

John R. Murphy
 
78,057,453

 
1,969,828

 
55,332

 
8,126,551

Ronald Rashkow
 
78,326,333

 
1,700,058

 
56,222

 
8,126,551


(b)
The shareholders voted to approve, by a non-binding, advisory vote, the 2015 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
78,954,102

 
1,046,426

 
82,085

 
8,126,551


(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, 2016. The voting results are as follows:
Number of Shares
Voted For
 
Voted Against
 
Abstain
86,504,223

 
1,666,746

 
38,195


(d)
The shareholders voted to approve, by non-binding, advisory vote, the shareholder proposal to adopt a “proxy access” bylaw. The Company’s Board of Directors will take the shareholders’ advisory vote under careful consideration as they evaluate the structure and provisions of a proxy access bylaw amendment in the future. The voting results are as follows:
Number of Shares
Voted For
 
Voted Against
 
Abstain
 
Broker Non-Votes
52,799,205

 
26,989,151

 
294,257

 
8,126,551


(e)
The shareholders voted against the shareholder proposal to adopt an independent board chairman policy. The voting results are as follows:
Number of Shares
Voted For
 
Voted Against
 
Abstain
 
Broker Non-Votes
28,283,068

 
49,173,598

 
2,625,947

 
8,126,551




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 6, 2016
O’REILLY AUTOMOTIVE, INC.
 
 
 
 
By:
/s/ Thomas McFall
 
 
Thomas McFall
 
 
Executive Vice President of Finance and Chief Financial Officer
 
 
(principal financial and accounting officer)