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to reduce the stock ownership required for shareholders to call a special meeting and to delete unnecessary and outdated language related to classification of the Board and to reflect other non-substantive revisions.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:

The individuals listed in the table below were elected as directors, to hold

(a) office until the annual meeting of the Company's shareholders in 2021 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          57,111,910       2,370,669    27,123          6,079,414
Larry O'Reilly          57,795,853       1,690,903    22,946          6,079,414
Greg Henslee            57,711,011       1,774,176    24,515          6,079,414
Jay D. Burchfield       54,854,636       4,630,340    24,726          6,079,414
Thomas T. Hendrickson   58,622,957         860,919    25,826          6,079,414
John R. Murphy          53,083,949       6,399,956    25,797          6,079,414
Dana M. Perlman         54,832,351       4,651,319    26,032          6,079,414
Maria A. Sastre         59,384,352         100,498    24,852          6,079,414
Andrea M. Weiss         58,366,205       1,119,016    24,481          6,079,414

The shareholders voted to approve, by a non-binding, advisory vote, the 2019

(b) 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
55,205,789       3,559,411   744,502          6,079,414

The shareholders voted to ratify the appointment of Ernst & Young LLP, as the

(c) Company's independent auditors for the fiscal year ending December 31, 2020.


      The voting results are as follows:



          Number of Shares

Voted For    Voted Against   Abstain
63,488,634       2,067,991    32,491

The shareholders voted to amend the Articles of Incorporation to reduce the

(d) stock ownership required for shareholders to call a special meeting. The


     voting results are as follows:



                   Number of Shares

Voted For Voted Against Abstain Broker Non-Votes 59,350,025 115,286 44,391 6,079,414

The shareholders voted to amend the Articles of Incorporation to delete

(e) unnecessary and outdated language related to classification of Board and to


     reflect other non-substantive revisions.  The voting results are as follows:



                   Number of Shares
Voted For    Voted Against   Abstain   Broker Non-Votes
59,421,023          27,362    61,317          6,079,414




     The shareholders voted to approve, by a non-binding, advisory vote, the

shareholder proposal relating to material human capital risks and

(f) opportunities. The Board will take the shareholders' advisory vote under


     careful consideration, as it evaluates the Company's disclosures related to
     human capital management.  The voting results are as follows:



                   Number of Shares
Voted For    Voted Against   Abstain   Broker Non-Votes
38,619,712      19,927,453   962,537          6,079,414

(g) The shareholders voted against the shareholder proposal entitled "Independent


     Board Chairman."  The voting results are as follows:



                   Number of Shares

Voted For Voted Against Abstain Broker Non-Votes 23,656,809 35,738,432 114,461 6,079,414




Item 8.01 - Other Events

On May 18, 2020, Jeff Shaw, Chief Operating Officer and Co-President of the Company, established a plan in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended, for the trading of the Company's common stock.

The plan provides for

option exercises and subsequent sales of specified share amounts at specific market prices, subject to specified limitations. The plan was established for the purpose of facilitating the exercise and subsequent sale of stock options with a ten-year contractual life that are due to expire in December 2022. The plan was established during the Company's unrestricted trading window and at a time when Mr. Shaw was not in possession of material, non-public information about the Company. Mr. Shaw has informed the Company that he will publicly disclose, as required by federal securities laws, any option exercises and stock sales made under this plan.

On May 18, 2020, Darin Venosdel, Senior Vice President of Inventory Management of the Company, established a plan in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended, for the trading of the Company's common stock. The plan provides for option exercises and subsequent sales of specified share amounts at specific market prices, subject to specified limitations. The plan was established for the purpose of facilitating the exercise and subsequent sale of stock options with a ten-year contractual life that are due to expire in November 2024. The plan was established during the Company's unrestricted trading window and at a time when Mr. Venosdel was not in possession of material, non-public information about the Company. Mr. Venosdel has informed the Company that he will publicly disclose, as required by federal securities laws, any option exercises and stock sales made under this plan.

On May 18, 2020, David Wilbanks, Senior Vice President of Merchandise of the Company, established a plan in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended, for the trading of the Company's common stock.

The plan provides for option exercises and subsequent sales of specified share amounts at specific market prices, subject to specified limitations. The plan was established for the purpose of facilitating the exercise and subsequent sale of stock options with a ten-year contractual life that are due to expire in January 2022. The plan was established during the Company's unrestricted trading window and at a time when Mr. Wilbanks was not in possession of material, non-public information about the Company. Mr. Wilbanks has informed the Company that he will publicly disclose, as required by federal securities laws, any option exercises and stock sales made under this plan.

Item 9.01 - Financial Statements and Exhibits





Exhibit Number    Description
     3.1            Fourth Amended and Restated Bylaws of O'Reilly Automotive, Inc.,
                  dated as of May 18, 2020.
     3.2            Fourth Amended and Restated Bylaws of O'Reilly Automotive, Inc.,
                  marked to show amendments effective as of May 18, 2020.
     104          Cover Page Interactive Data File - the cover page XBRL tags are
                  embedded within the Inline XBRL document.

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