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ORLY > SEC Filings for ORLY > Form 8-K on 7-May-2014All Recent SEC Filings

Show all filings for O REILLY AUTOMOTIVE INC

Form 8-K for O REILLY AUTOMOTIVE INC


7-May-2014

Submission of Matters to a Vote of Security Holders


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

O'Reilly Automotive, Inc. (the "Company") held its 2014 Annual Meeting of Shareholders (the "Annual Meeting") on May 6, 2014. Of the 106,398,395 shares, entitled to vote at the Annual Meeting, 96,829,932 shares were present in person or by proxy. At the Annual Meeting, the shareholders were asked to vote on four Company proposals and one shareholder proposal. 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 2015 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          83,251,266      5,717,014  101,574         7,760,078
Larry O'Reilly          77,510,009     11,457,264  102,581         7,760,078
Rosalie O'Reilly Wooten 77,521,634     11,445,642  102,578         7,760,078
Jay D. Burchfield       86,541,886      2,418,534  109,434         7,760,078
Thomas T. Hendrickson   88,033,452        878,868  157,534         7,760,078
Paul R. Lederer         83,995,266      4,961,850  112,738         7,760,078

The individuals listed in the table below are directors whose term of office will continue until the Company's 2015 annual meeting of shareholders and until his or her successor has been duly elected and qualified:

Name of Director
David O'Reilly
Charlie O'Reilly
Larry O'Reilly
Rosalie O'Reilly Wooten
Jay D. Burchfield
Thomas T. Hendrickson
Paul R. Lederer
John R. Murphy
Ronald Rashkow

(b) The shareholders voted to approve the proposal to amend the Restated Articles of Incorporation of the Company's Subsidiary O'Reilly Automotive Stores, Inc. The voting results are as follows:

Number of Shares
Voted For Voted Against Abstain Broker Non-Votes 63,447,174 25,499,701 122,979 7,760,078

(c) The shareholders voted to approve, by a non-binding, advisory vote, the 2013 compensation of the Company's Named Executive Officers. The voting results are as follows:

Number of Shares
Voted For Voted Against Abstain Broker Non-Votes 84,833,156 2,241,767 1,994,931 7,760,078


(d) The shareholders voted to ratify the appointment of Ernst & Young, LLP, as the Company's independent auditors for the fiscal year ending December 31, 2014. The voting results are as follows:

Number of Shares
Voted For Voted Against Abstain
94,712,672 1,964,642 152,618

(e) The shareholders voted against the shareholder proposal to adopt a policy requiring senior executives to retain a significant percentage of shares acquired through equity pay programs until reaching normal retirement age. The voting results are as follows:

Number of Shares
Voted For Voted Against Abstain Broker Non-Votes 20,849,064 67,933,347 287,443 7,760,078


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