---
schema_version: "secwatch.filing_event.v1"
accession: "0000898173-24-000024"
form_type: "8-K"
ticker: "ORLY"
cik: "0000898173"
company_name: "O REILLY AUTOMOTIVE INC"
filed_at: "2024-05-22T23:59:59+00:00"
generated_at: "2026-06-01T10:07:22.910958+00:00"
event_type: "other"
sentiment: "neutral"
materiality_score: 0.15
calibrated_materiality_score: 0.15
confidence: "high"
source: SEC EDGAR
---

# O'Reilly Automotive holds annual meeting; elects directors, Burchfield resigns under retirement policy

## Summary
- All 10 director nominees elected with majorities; Jay D. Burchfield resigned per mandatory retirement age policy.
- Shareholders approved 2023 NEO compensation in advisory vote: 43.8M for, 4.4M against, 0.2M abstain.
- Ratified Ernst & Young as auditor for FY2024: 50.3M for, 3.0M against.
- Shareholder proposal for independent board chairman defeated: 19.6M for, 28.7M against.
- Board committees appointed: Hendrickson (Audit Chair), Murphy (Comp Chair), Perlman (Gov Chair).

## SEC filing metadata
- accession: 0000898173-24-000024
- form_type: 8-K
- ticker: ORLY
- cik: 0000898173
- company_name: O REILLY AUTOMOTIVE INC
- filed_at: 2024-05-22T23:59:59+00:00
- event_type: other
- sentiment: neutral
- materiality_score: 0.15
- calibrated_materiality_score: 0.15
- confidence: high
- sec_items: 5.02, 5.07
- EDGAR index: https://www.sec.gov/Archives/edgar/data/898173/000089817324000024/0000898173-24-000024-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/898173/000089817324000024/orly-20240516x8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0000898173-24-000024
- JSON: https://secwatch.observer/filing/0000898173-24-000024.json
- Plain text: https://secwatch.observer/filing/0000898173-24-000024.txt

## Key facts
- Executive change
  Jay D. Burchfield resigned as Director at O REILLY AUTOMOTIVE INC.
  - Action: resigned
  - Role: Director
  source text: Following the Annual Meeting, one member of the Board, Jay D. Burchfield, tendered his notice of resignation from the Board, consistent with the Board’s mandatory retirement age policy and after his successor had been duly elected at the Annual Meeting, and the Board accepted his resignation.
  evidence_url: https://www.sec.gov/Archives/edgar/data/898173/000089817324000024/0000898173-24-000024-index.htm
- Executive change
  Thomas T. Hendrickson was appointed as Independent Lead Director at O REILLY AUTOMOTIVE INC.
  - Action: selected to serve
  - Role: Independent Lead Director
  source text: In addition, Thomas T. Hendrickson was selected to serve as Independent Lead Director.
  evidence_url: https://www.sec.gov/Archives/edgar/data/898173/000089817324000024/0000898173-24-000024-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.