---
schema_version: "secwatch.filing_event.v1"
accession: "0000898173-25-000033"
form_type: "8-K"
ticker: "ORLY"
cik: "0000898173"
company_name: "O REILLY AUTOMOTIVE INC"
filed_at: "2025-05-19T23:59:59+00:00"
generated_at: "2026-05-21T02:37:28.685294+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.6
calibrated_materiality_score: 0.6
confidence: "high"
source: SEC EDGAR
---

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

## Summary
- 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).

## SEC filing metadata
- accession: 0000898173-25-000033
- form_type: 8-K
- ticker: ORLY
- cik: 0000898173
- company_name: O REILLY AUTOMOTIVE INC
- filed_at: 2025-05-19T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.6
- calibrated_materiality_score: 0.6
- confidence: high
- sec_items: 5.02, 5.03, 5.07, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/898173/000089817325000033/0000898173-25-000033-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/898173/000089817325000033/orly-20250515x8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0000898173-25-000033
- JSON: https://secwatch.observer/filing/0000898173-25-000033.json
- Plain text: https://secwatch.observer/filing/0000898173-25-000033.txt

## Key facts
- Executive change
  Larry O'Reilly resigned as Director at O REILLY AUTOMOTIVE INC.
  - Action: resigned
  - Role: Director
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/898173/000089817325000033/0000898173-25-000033-index.htm

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