---
schema_version: "secwatch.filing_event.v1"
accession: "0000898173-26-000030"
form_type: "8-K"
ticker: "ORLY"
cik: "0000898173"
company_name: "O REILLY AUTOMOTIVE INC"
filed_at: "2026-05-18T20:36:04+00:00"
generated_at: "2026-05-18T20:38:45.220215+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.25
calibrated_materiality_score: 0.25
confidence: "high"
source: SEC EDGAR
---

# O'Reilly Automotive grants $2M stock option to Executive Chairman; shareholders elect 9 directors at annual meeting

## Summary
- 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).

## SEC filing metadata
- accession: 0000898173-26-000030
- form_type: 8-K
- ticker: ORLY
- cik: 0000898173
- company_name: O REILLY AUTOMOTIVE INC
- filed_at: 2026-05-18T20:36:04+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.25
- calibrated_materiality_score: 0.25
- confidence: high
- sec_items: 5.02, 5.07
- EDGAR index: https://www.sec.gov/Archives/edgar/data/898173/000089817326000030/0000898173-26-000030-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/898173/000089817326000030/orly-20260514x8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0000898173-26-000030
- JSON: https://secwatch.observer/filing/0000898173-26-000030.json
- Plain text: https://secwatch.observer/filing/0000898173-26-000030.txt

## Key facts
- Shareholder Votes
  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
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/898173/000089817326000030/0000898173-26-000030-index.htm
- Shareholder Votes
  O REILLY AUTOMOTIVE INC shareholders approved Election of directors.
  - Proposal: director election
  - Outcome: passed
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/898173/000089817326000030/0000898173-26-000030-index.htm
- Shareholder Votes
  O REILLY AUTOMOTIVE INC shareholders approved Advisory vote to approve 2025 compensation of Named Executive Officers.
  - Proposal: say on pay
  - Outcome: passed
  source text: The shareholders voted to approve, by a non-binding, advisory vote, the 2025 compensation of the Company’s Named Executive Officers (NEOs).
  evidence_url: https://www.sec.gov/Archives/edgar/data/898173/000089817326000030/0000898173-26-000030-index.htm
- Shareholder Votes
  O REILLY AUTOMOTIVE INC shareholders rejected Shareholder proposal: Avoid Brand Damage due to Corporate Political Spending.
  - Outcome: failed
  source text: The shareholders voted against the shareholder proposal entitled “Avoid Brand Damage due to Corporate Political Spending.”
  evidence_url: https://www.sec.gov/Archives/edgar/data/898173/000089817326000030/0000898173-26-000030-index.htm

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