O REILLY AUTOMOTIVE INC : Change in Directors or Principal Officers, Financial Statements and Exhibits (form 8-K)
March 26, 2021 at 09:30 am EDT
Share
Item 5.02 - Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On March 26, 2021, O'Reilly Automotive, Inc. (the "Company") issued a press
release announcing the appointments of Greg Henslee to the position of Chairman
of the Board ("Executive Chairman") and David O'Reilly to the position of
Executive Vice Chairman of the Board ("Executive Vice Chairman"), both
appointments subject to the respective individual's election as a director at
the Company's 2021 Annual Meeting of Shareholders (the "Annual Meeting") to be
held on May 13, 2021, and effective immediately following the Annual Meeting.
Mr. O'Reilly currently serves as Executive Chairman and Mr. Henslee currently
serves as Executive Vice Chairman.
Mr. Henslee, age 60, has served as a member of the Company's Board of Directors
(the "Board") since November 2017 and Executive Vice Chairman of the Board since
May 2018. Mr. Henslee served as the Company's Chief Executive Officer from
February 2005 until May 2018; as President from December 2012 to February 2017;
as Co-President from 1999 to 2012; as Senior Vice President of Information
Systems, Inventory Control, Customer Service, Computer Operations, Pricing and
Loss Prevention from 1998 to 1999; as Vice President of Store Operations from
1995 to 1998; and as Director of Computer Operations and Loss Prevention from
1993 to 1995.
Mr. O'Reilly, age 71, has served as a member of the Board since 1972, as
Executive Chairman of the Board since February of 2005, and as Co-Chairman of
the Board from August 1999 to February 2005. Mr. O'Reilly served as the
Company's Chief Executive Officer from March 1993 to February 2005; as President
from March 1993 to August 1999; and as Vice President from 1975 to March 1993.
The Compensation Committee of the Board recommended, and the Board approved
maintaining the current annual base salary of $650,000 for Mr. Henslee and the
current annual base salary of $735,000 for Mr. O'Reilly, and determined that
both Mr. Henslee and Mr. O'Reilly be issued a restricted share award valued at
50% of each of their respective current annual base salaries, each awarded at
the same time that annual equity awards for the Company's other executive
officers are awarded. The restricted share awards will vest in three equal
annual installments, beginning one year following the award date. The
Compensation Committee will evaluate the annual base salaries for both Mr.
Henslee and Mr. O'Reilly following the Annual Meeting and will provide
recommended updates, if any, to the Board for consideration at that time.
The text of the press release is attached hereto as Exhibit 99.1.
Item 9.01 - Financial Statements and Exhibits
Exhibit Number Description
99.1 Press release dated March 26, 2021
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 
