8-K
filed May 8, 2026, 7:59 PM ET
ticker LKQ
CIK 0001065696
other material
confidence high
sentiment neutral
materiality 0.40
LKQ stockholders approve 25% special meeting right; all director nominees elected
LKQ CORP
- Stockholders approved Charter Amendment granting holders of ≥25% common stock the right to request a special meeting (232,193,525 for, 258,607 against).
- Eight director nominees elected to terms ending 2027; Andrew C. Clarke received most votes (229,151,803 for). Deloitte ratified as auditor.
- Advisory vote on 2025 named executive officer compensation approved (225,721,561 for, 6,644,195 against).
- Charter Amendment filed with Delaware Secretary of State on May 8, 2026; Amended and Restated Bylaws also effective same day.
Key facts
Extracted from this filing and checked against the source text.
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
LKQ CORP: Amended restated certificate of incorporation to provide stockholders holding a combined 25% or more of common stock with the right to request a special meeting of stockholders (effective 2026-05-08).
- Change
- charter amendment
- Effective
- 2026-05-08
Exact text from the filing
the Company’s stockholders, upon the recommendation of the Company’s board of directors (the “Board”), approved an amendment (the “Charter Amendment”) to the Company’s Restated Certificate of Incorporation to provide stockholders holding a combined 25% or more of the Company’s common stock with the right to request a special meeting of stockholders.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
LKQ CORP: Amended and restated bylaws to amend Section 3 of Article II to provide ownership and procedural requirements relating to the right of stockholders to request a special meeting (effective 2026-05-08).
- Change
- bylaw amendment
- Effective
- 2026-05-08
Exact text from the filing
the Board approved Amended and Restated Bylaws of the Company reflecting an amendment of Section 3 of Article II to provide for certain ownership and procedural requirements relating to the right of the requisite stockholders to request in writing that the Board call and hold a special meeting of the Company’s stockholders, as summarized in Proposal No. 4 and as set forth in the Charter Amendment.
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
LKQ CORP shareholders approved Approval of an amendment to the Company's restated certificate of incorporation to provide stockholders holding a combined 25% or more of the Company's common stock with the right to request a special meeting of stockholders at the 2026-05-06 meeting.
- Proposal
- charter amendment
- Outcome
- passed
- Meeting
- 2026-05-06
Exact text from the filing
4. The approval of an amendment to the Company's restated certificate of incorporation to provide stockholders holding a combined 25% or more of the Company's common stock with the right to request a special meeting of stockholders was approved pursuant to the following votes: Votes For: 232,193,525 Votes Against: 258,607 Abstentions: 588,512 Broker Non-Votes: 8,931,511
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
LKQ CORP shareholders approved Election of eight directors to terms ending in 2027 at the 2026-05-06 meeting.
- Proposal
- director election
- Outcome
- passed
- Meeting
- 2026-05-06
Exact text from the filing
The Annual Meeting of the Company was held on May 6, 2026. The final results on each of the matters submitted to a vote of the security holders were as follows: 1. The election of eight directors to terms ending in 2027. The nominees for directors were elected based on the following votes: Nominee Votes For Votes Against Abstentions Broker Non-Votes Andrew C. Clarke 229,151,803 3,747,573 141,268 8,931,511 Meg A. Divitto 199,790,226 32,290,645 959,773 8,931,511 Sue Gove 228,711,031 4,168,062 161,551 8,931,511 Justin L. Jude 229,402,461 3,515,808 122,375 8,931,511 John W. Mendel 224,547,098 8,364,300 129,246 8,931,511 James S. Metcalf 212,378,604 20,537,286 124,754 8,931,511 Michael S. Powell 214,621,357 18,294,635 124,652 8,931,511 Xavier Urbain 229,398,867 3,517,352 124,425 8,931,511
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
LKQ CORP shareholders approved Advisory vote on the fiscal year 2025 compensation of the Company's named executive officers at the 2026-05-06 meeting.
- Proposal
- say on pay
- Outcome
- passed
- Meeting
- 2026-05-06
Exact text from the filing
3. An advisory vote on the fiscal year 2025 compensation of the Company's named executive officers. The fiscal year 2025 compensation of the Company's named executive officers was approved pursuant to the following votes: Votes For: 225,721,561 Votes Against: 6,644,195 Abstentions: 674,888 Broker Non-Votes: 8,931,511
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
LKQ CORP shareholders approved Ratification of the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for fiscal year 2026 at the 2026-05-06 meeting.
- Proposal
- auditor ratification
- Outcome
- passed
- Meeting
- 2026-05-06
Exact text from the filing
2. The ratification of the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for fiscal year 2026. The appointment of Deloitte & Touche LLP was ratified pursuant to the following votes: Votes For: 227,860,645 Votes Against: 13,512,721 Abstentions: 598,789
View on SEC.gov
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