O REILLY AUTOMOTIVE INC : Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits (form 8-K)
May 26, 2020 at 05:28 pm EDT
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Item 5.03 - Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year
As previously disclosed, at O'Reilly Automotive, Inc.'s (the "Company") 2020
Annual Meeting of Shareholders held on May 14, 2020, 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and outdated language related to classification of the Board and to reflect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. The Second Amended and Restated Articles of
Incorporation became effective with the Secretary of State of Missouri on May
19, 2020. 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 (the "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 Fourth Amended and Restated
Bylaws were previously filed on Form 8-K on May 20, 2020, but are being re-filed
with the date May 19, 2020, the date of the effectiveness of the Second Amended
and Restated Articles of Incorporation. This revision to the date is the only
change to the bylaws from the version previously filed on May 20, 2020.
The foregoing summary of the amendments to the Articles of Incorporation and
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 Second
Amended and Restated Articles of Incorporation and the Fourth Amended and
Restated Bylaws and marked versions to show the amendments, which are attached
hereto as Exhibits 3.1, 3.2, 3.3 and 3.4, respectively, and are incorporated
herein by reference.
Item 9.01 - Financial Statements and Exhibits
Exhibit Number Description
3.1 Second Amended and Restated Articles of Incorporation of O'Reilly
Automotive, Inc., effective May 19, 2020.
3.2 Second Amended and Restated Articles of Incorporation of O'Reilly
Automotive, Inc., marked to show amendments effective May 19,
2020.
3.3 Fourth Amended and Restated Bylaws of O'Reilly Automotive, Inc.,
dated as of May 19, 2020.
3.4 Fourth Amended and Restated Bylaws of O'Reilly Automotive, Inc.,
marked to show amendments effective as of May 19, 2020.
104 Cover Page Interactive Data File - the cover page XBRL tags are
embedded within the Inline XBRL document.
O'Reilly Automotive, Inc. is one of the largest American distributors of automotive parts. The products are sold under own brands (BesTest®, BrakeBest®, Cartek®, Import Direct®, MasterPro®, MicroGard®, Murray®, Omnispark®, O'Reilly Auto Parts®, Precision®, Power Torque®, Super Start®, Syntec® and Ultima®) and third-party brands (AC Delco, Armor All, Bosch, Castrol, Dorman, Fel-Pro, Gates Rubber, Lucas Oil, Mobil1, Monroe, Moog, Pennzoil, Prestone, Standard, STP, Turtle Wax, Valvoline, Wagner et Wix). The group's activity is primarily organized around 3 families of products:
- automotive parts: alternator, starters, water pumps, chassis parts, etc.;
- maintenance products: antifreeze, filters, etc.;
- accessories: primarily automotive carpets and seat covers.
At the end of 2022, the products were marketed through a network of 5,971 stores located in the United States (5,929) and Mexico (42).
O'REILLY AUTOMOTIVE, INC 
