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") 2021 Annual Meeting of Shareholders (the "Annual Meeting") held on May 13, 2021, 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 2022 and until his or her successor has been duly elected and qualified.

As previously disclosed, effective immediately following the Annual Meeting, Chairman of the Board ("Executive Chairman"), David O'Reilly, stepped down from the Executive Chairman role and Greg Henslee was appointed to Executive Chairman, and also as previously disclosed, effective immediately following the Annual Meeting, Mr. O'Reilly was appointed Executive Vice Chairman of the Board.

In addition, following the Annual Meeting the Compensation Committee of the Board recommended, and the Board approved an annual base salary of $750,000 for Mr. Henslee and an annual base salary of $650,000 for Mr. O'Reilly.

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. In addition, Jay D. Burchfield was selected to continue to serve as Independent Lead Director.





Audit Committee

Members: Thomas T. Hendrickson (Chair), Jay D. Burchfield, John R. Murphy, Dana

M. Perlman, Maria A. Sastre and Andrea M. Weiss




Compensation Committee

Members: John R. Murphy (Chair), Jay D. Burchfield and Andrea M. Weiss

Corporate Governance/Nominating Committee

Members: Dana M. Perlman (Chair), Thomas T. Hendrickson and Maria A. Sastre

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

Of the 69,907,922 shares entitled to vote at the Annual Meeting, 59,922,729 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 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 2022 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          52,517,065       1,818,215    37,070          5,550,379
Larry O'Reilly          52,315,490       2,019,996    36,864          5,550,379
Greg Henslee            51,840,258       2,495,180    36,912          5,550,379
Jay D. Burchfield       48,675,394       5,653,379    43,577          5,550,379
Thomas T. Hendrickson   53,220,753       1,095,828    55,769          5,550,379
John R. Murphy          47,764,363       6,548,719    59,268          5,550,379
Dana M. Perlman         48,972,469       5,278,622   121,259          5,550,379
Maria A. Sastre         54,142,753         107,856   121,741          5,550,379
Andrea M. Weiss         53,262,501         986,117   123,732          5,550,379

The shareholders voted to approve, by a non-binding, advisory vote, the 2020

(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
48,943,089       4,730,378   698,883          5,550,379

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, 2021.


      The voting results are as follows:



          Number of Shares

Voted For    Voted Against   Abstain
57,905,683       1,980,134    36,912

(d) The shareholders voted against the shareholder proposal entitled "Improve Our


     Catch-22 Proxy Access."  The voting results are as follows:



                   Number of Shares
Voted For    Voted Against   Abstain   Broker Non-Votes
21,300,613      32,684,328   387,409          5,550,379

© Edgar Online, source Glimpses