O'Reilly Automotive shareholders approve 15-for-1 stock split; Larry O'Reilly resigns from board

O REILLY AUTOMOTIVE INC

Shareholders approved amendment to increase authorized common shares from 245M to 1.25B for a 15-for-1 stock split.
Record date for stock split is June 2, 2025; distribution of 14 additional shares per share on June 9; post-split trading begins June 10.
Director Larry O'Reilly resigned after the annual meeting consistent with mandatory retirement age policy.
All nine director nominees elected; say-on-pay proposal passed with 42.96M votes for vs. 4.17M against.
Shareholder proposal on clawback policy overwhelmingly defeated (44.20M against vs. 2.90M for).

item 5.02 item 5.03 item 5.07 item 9.01

Executive movements

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Departed

Larry O'Reilly

Director

ORLY · O REILLY AUTOMOTIVE INC

Effective: 2025-05-15
Filed: May 19, 2025, 7:59 PM ET

Following the Annual Meeting, one member of the Board, Larry O'Reilly, 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.

Key facts

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Executive change SEC 8-K Item 5.02 confidence 0.95

Larry O'Reilly resigned as Director at O REILLY AUTOMOTIVE INC.

Action: resigned
Role: Director

Exact text from the filing

Following the Annual Meeting, one member of the Board, Larry O'Reilly, 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.

View on SEC.gov

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

O REILLY AUTOMOTIVE INC: Amended Articles of Incorporation to increase authorized common shares from 245,000,000 to 1,250,000,000 in connection with a 15-for-1 stock split (effective 2025-05-16).

Change: charter amendment
Effective: 2025-05-16

Exact text from the filing

Company shareholders approved and adopted an amendment to the Company’s Second Amended and Restated Articles of Incorporation (the “Articles of Incorporation”) to increase the number of authorized shares of common stock, par value $0.01 per share, from 245,000,000 to 1,250,000,000 in connection with a 15-for-1 stock split of the Company’s common stock in the form of a one-time special stock dividend (the “Stock Split”).

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O REILLY AUTOMOTIVE INC filing history →

Source: SEC EDGAR

accession 0000898173-25-000033

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