8-K
filed May 18, 2026, 4:36 PM ET
ticker ORLY
CIK 0000898173
other material
confidence high
sentiment neutral
materiality 0.25
O'Reilly Automotive grants $2M stock option to Executive Chairman; shareholders elect 9 directors at annual meeting
O REILLY AUTOMOTIVE INC
- Stock option award for Greg Henslee, Executive Chairman, with grant date fair value $2M, vests 25% annually over four years.
- All nine director nominees elected: Henslee, O'Reilly, Hendrickson, deBeers, Johnson, Murphy, Perlman, Sastre, Whitfield.
- Shareholders approved advisory vote on NEO compensation (613.8M for, 54.0M against).
- Shareholders ratified Ernst & Young as independent auditor for fiscal 2026 (695.1M for, 45.2M against).
- Shareholder proposal on corporate political spending defeated (369.4M against, 292.7M for).
Key facts
Extracted from this filing and checked against the source text.
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
O REILLY AUTOMOTIVE INC shareholders approved Ratification of appointment of Ernst & Young LLP as independent auditors for fiscal year 2026 at the 2026-12-31 meeting.
- Proposal
- auditor ratification
- Outcome
- passed
- Meeting
- 2026-12-31
Exact text from the filing
The shareholders voted to ratify the appointment of Ernst & Young LLP, as the Company’s independent auditors for the fiscal year ending December 31, 2026.
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
O REILLY AUTOMOTIVE INC shareholders approved Election of directors.
- Proposal
- director election
- Outcome
- passed
Exact text from the filing
The individuals listed in the table below were elected as directors, to hold office until the annual meeting of the Company’s shareholders in 2027 and until his or her successor has been duly elected and qualified.
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
O REILLY AUTOMOTIVE INC shareholders approved Advisory vote to approve 2025 compensation of Named Executive Officers.
- Proposal
- say on pay
- Outcome
- passed
Exact text from the filing
The shareholders voted to approve, by a non-binding, advisory vote, the 2025 compensation of the Company’s Named Executive Officers (NEOs).
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
O REILLY AUTOMOTIVE INC shareholders rejected Shareholder proposal: Avoid Brand Damage due to Corporate Political Spending.
- Outcome
- failed
Exact text from the filing
The shareholders voted against the shareholder proposal entitled “Avoid Brand Damage due to Corporate Political Spending.”
View on SEC.gov
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