LKQ CORP — fact timeline

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.

“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”

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.

“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”

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.

“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”

LKQ CORP shareholders approved Election of eight directors to terms ending in 2027 at the 2026-05-06 meeting.

“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”

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).

“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.”

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).

“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.”

LKQ CORP updated its full year 2026 guidance (reaffirmed).

“For 2026, management reaffirmed the outlook as set forth below”

LKQ CORP reported first quarter 2026 results: revenue $3,469 million, net income $77 million, EPS $0.30.

“Revenue for the first quarter of 2026 was $3,469 million”

LKQ CORP amended Amendment No. 4 to Term Loan Credit Agreement with Wells Fargo Bank, National Association, as Administrative Agent (effective 2025-12-17).

“On December 17, 2025, the Company, the financial institutions listed on the signature pages thereof, and the Administrative Agent, entered into that certain Amendment No. 4 to Term Loan Credit Agreement (“CAD Note Amendment No. 4”), which amends that certain Term Loan Credit Agreement, dated as of March 27, 2023, by and among the Company, the Lenders from time to time party thereto, and the Administrative Agent (as amended, restated, amended and restated, supplemented and/or otherwise modified prior to CAD Note Amendment No. 4, the “Existing CAD Note”).”

LKQ CORP amended Amendment No. 5 to Credit Agreement with Wells Fargo Bank, National Association, as Administrative Agent (effective 2025-12-17).

“On December 17, 2025, LKQ Corporation (the “Company”), the other Borrowers party thereto, the financial institutions listed on the signature pages thereof, and Wells Fargo Bank, National Association, as Administrative Agent (the “Administrative Agent”), entered into that certain Amendment No. 5 to Credit Agreement (“Amendment No. 5”), which amends that certain Credit Agreement, dated as of January 5, 2023, by and among the Company, the Subsidiary Borrowers from time to time party thereto, the Lenders from time to time party thereto and the Administrative Agent (as amended, restated, amended and restated, supplemented or otherwise modified prior to Amendment No. 5, the “Existing Credit Agreement”).”

LKQ CORP amended term loan with Wells Fargo Bank, National Association, as administrative agent maturing January 5, 2027.

“Amendment No. 2 to the Credit Agreement amends the Company's Credit Agreement dated January 5, 2023 by extending the maturity date of the unsecured term loan facility (the "Term Loan") from January 5, 2026 to January 5, 2027 as well as certain other immaterial modifications.”

Blythe J. McGarvie departed as Director at LKQ CORP.

“On February 13, 2025, Blythe J. McGarvie, a member of the Board of Directors of LKQ Corporation (the “Company”), notified the Company of her decision to decline to be nominated for re-election to the Company’s Board of Directors.”

Michael Powell was appointed as Director at LKQ CORP.

“On February 5, 2025, Ms. Gove and Mr. Powell were appointed to the Board, each with a term expiring at the 2025 annual meeting of shareholders.”

Sue Gove was appointed as Director at LKQ CORP.

“On February 5, 2025, Ms. Gove and Mr. Powell were appointed to the Board, each with a term expiring at the 2025 annual meeting of shareholders.”

LKQ CORP: Updated and revised Code of Ethics with changes to sustainability, gifts and entertainment, bribery and corruption, and insider trading provisions, along with clarifying changes (effective 2024-11-05).

“On November 5, 2024, the Board of Directors for LKQ Corporation approved and adopted an updated and revised Code of Ethics (“Code”) as part of its periodic review process.”

Andrew Clarke was elected as member of the Board of Directors at LKQ CORP.

“On July 22, 2024, the Board of Directors of LKQ Corporation (the "Company") elected Andrew Clarke as a member of the Board of Directors, effective immediately.”

Dominick Zarcone departed as President and Chief Executive Officer at LKQ CORP.

“Dominick Zarcone retired as the Company’s President and Chief Executive Officer effective June 30, 2024.”

LKQ CORP shareholders approved Approval of an amendment to our restated certificate of incorporation to provide for officer exculpation at the 2024-05-07 meeting.

“The amendment to our restated certificate of incorporation was approved pursuant to the following votes: Votes For: 209,138,907 Votes Against: 29,472,468 Abstentions: 105,082 Broker Non-Votes: 8,324,876”

LKQ CORP shareholders approved Advisory vote on the compensation of our named executive officers at the 2024-05-07 meeting.

“The compensation of our named executive officers was approved pursuant to the following votes: Votes For: 229,167,825 Votes Against: 9,416,967 Abstentions: 131,665 Broker Non-Votes: 8,324,876”

LKQ CORP shareholders approved Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal year 2024 at the 2024-05-07 meeting.

“The appointment of Deloitte & Touche LLP was ratified pursuant to the following votes: Votes For: 223,097,846 Votes Against: 23,850,364 Abstentions: 93,123”

LKQ CORP shareholders approved Election of 9 directors to terms ending in 2025 at the 2024-05-07 meeting.

“The nominees for directors were elected based on the following votes: Nominee Votes For Votes Against Abstentions Broker Non-Votes Patrick Berard 232,302,530 6,317,801 96,126 8,324,876 Meg A. Divitto 236,432,065 2,190,202 94,190 8,324,876 Justin L. Jude 236,590,866 2,027,096 98,495 8,324,876 Blythe J. McGarvie 226,045,650 12,509,931 160,876 8,324,876 John W. Mendel 235,373,471 3,078,308 264,678 8,324,876 Jody G. Miller 225,428,955 13,192,543 94,959 8,324,876 Guhan Subramanian 227,517,188 11,098,898 100,371 8,324,876 Xavier Urbain 236,303,762 2,316,506 96,189 8,324,876 Dominick Zarcone 235,652,197 2,964,978 99,282 8,324,876”

LKQ CORP: Approved amendment to restated certificate of incorporation to provide for officer exculpation under DGCL Section 102(b)(7) (effective 2024-05-09).

“The Board previously had approved the Amendment. On May 9, 2024, the Company filed a related Certificate of Amendment”

LKQ CORP updated its full year 2024 guidance (lowered).

“We are reiterating our full year adjusted earnings per share and free cash flow guidance based on our confidence in the core strengths of our businesses and the action plans already in motion to recover the first quarter’s underperformance. We have lowered the range of our organic revenue growth guidance in recognition of the softer than expected first quarter demand and lowered our GAAP earnings per share guidance due to higher projected restructuring and transaction related expenses than prior guidance.”

LKQ CORP reported first quarter 2024 results: revenue $3.7 billion, net income $158 million, EPS $0.59.

“Revenue for the first quarter of 2024 was $3.7 billion, an increase of 10.6% compared to $3.3 billion for the first quarter of 2023. For the first quarter of 2024, parts and services organic revenue decreased 0.3% (0.5% increase on a per day basis), foreign exchange rates increased revenue by 0.8% and the net impact of acquisitions and divestitures increased revenue by 11.6% year over year, for a total parts and services revenue increase of 12.1%. Other revenue for the first quarter of 2024 fell 14.6% primarily due to weaker precious metals prices relative to the same period in 2023. Net income 2 for the first quarter of 2024 was $158 million compared to $270 million for the same period of 2023. Diluted earnings per share 2 for the first quarter of 2024 was $0.59 compared to $1.01 for the same period of 2023, a decrease of 41.6%.”

Michael Clark changed role as Senior Vice President, Policy and Administration at LKQ CORP.

“Michael Clark, currently the Company’s Vice President, Finance and Controller and the Company’s principal accounting officer, will transition to a role as the Company’s Senior Vice President, Policy and Administration effective May 1, 2024.”

Todd Cunningham changed role as Vice President, Finance and Controller and principal accounting officer at LKQ CORP.

“On April 18, 2024, LKQ Corporation (the “Company”) announced that Todd Cunningham, currently the Company’s Vice President, Finance and Assistant Controller, will become the Company’s Vice President, Finance and Controller and the Company’s principal accounting officer effective May 1, 2024.”

LKQ CORP incurred senior notes of €750,000,000 at 4.125% maturing due 2031.

“On March 13, 2024, LKQ Dutch Bond B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of The Netherlands (“LKQ Finance”), an indirect wholly-owned subsidiary of LKQ Corporation (the "Company," "we," "us," or "our"), completed an offering (the “Offering”) of €750,000,000 aggregate principal amount of LKQ Finance’s 4.125% Notes due 2031 (the “Notes”).”

LKQ CORP entered into Indenture with U.S. Bank Trust Company, National Association, as trustee, and Elavon Financial Services DAC, as paying agent valued at €750,000,000 aggregate principal amount (effective 2024-03-13).

“On March 13, 2024, LKQ Dutch Bond B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of The Netherlands (“LKQ Finance”), an indirect wholly-owned subsidiary of LKQ Corporation (the "Company," "we," "us," or "our"), completed an offering (the “Offering”) of €750,000,000 aggregate principal amount of LKQ Finance’s 4.125% Notes due 2031 (the “Notes”).”

Joseph M. Holsten departed as member of the Board at LKQ CORP.

“Joseph M. Holsten informed the Company of his intention to retire from his position as a member of the Board and to not stand for re-election at the Company’s 2024 annual meeting of stockholders, which is expected to take place on May 7, 2024”

LKQ CORP entered into Underwriting Agreement with BofA Securities Europe S.A., HSBC Continental Europe, Wells Fargo Securities Europe S.A. and the several other underwriters named in Schedule A thereto valued at €750,000,000 aggregate principal amount (effective 2024-02-28).

“On February 28, 2024, LKQ Corporation (the "Company," "we," "us," or "our"), together with its indirect, wholly-owned subsidiary, LKQ Dutch Bond B.V., a private company with limited liability ( besloten vennootschap met beperkte aansprakelijkheid ) incorporated under the laws of The Netherlands (“LKQ Finance”), entered into an underwriting agreement (the “Underwriting Agreement”) with BofA Securities Europe S.A., HSBC Continental Europe and Wells Fargo Securities Europe S.A. and the several other underwriters named in Schedule A thereto (the “Underwriters”) in connection with the offer and sale by LKQ Finance to the Underwriters (the “Offering”) of €750,000,000 aggregate principal amount of its 4.125% Notes due 2031 (the “Offered Notes”).”

LKQ CORP reported full year of 2023 results: revenue $13.9 billion, net income $0.94 billion, EPS $3.51.

“Revenue for the full year of 2023 was $13.9 billion”

LKQ CORP reported fourth quarter of 2023 results: revenue $3.5 billion, net income $184 million, EPS $0.69.

“LKQ CORPORATION ANNOUNCES RESULTS FOR FOURTH QUARTER AND FULL YEAR 2023 • Fourth quarter 2023 revenue of $3.5 billion”

Varun Laroyia resigned as Executive Vice President and Chief Executive Officer and Managing Director of LKQ Europe at LKQ CORP.

“On November 30, 2023, Varun Laroyia, currently an Executive Vice President of LKQ Corporation (the “Company”) and Chief Executive Officer and Managing Director of LKQ Europe, informed the Company’s Board of Directors (the “Board”) of his intention to resign from these positions with the Company effective December 31, 2023.”

Justin Jude was appointed as President and Chief Executive Officer at LKQ CORP.

“Effective July 1, 2024, Mr. Jude will be appointed President and Chief Executive Officer of the Company.”

Justin Jude was appointed as Executive Vice President and Chief Operating Officer at LKQ CORP.

“Effective January 1, 2024, Justin Jude, age 48, currently the Company’s Senior Vice President and President of its Wholesale – North America segment, will become the Company’s Executive Vice President and Chief Operating Officer and will serve in such capacity through June 30, 2024.”

Dominick Zarcone was appointed as Executive Advisor at LKQ CORP.

“Mr. Zarcone will transition to a position as an executive officer of the Company with the title of Executive Advisor in order to facilitate an orderly chief executive officer transition and will serve in such capacity from July 1, 2024 through December 31, 2024.”

Dominick Zarcone departed as President and Chief Executive Officer at LKQ CORP.

“Dominick Zarcone will retire as the Company’s President and Chief Executive Officer effective June 30, 2024.”

LKQ CORP: Amended and Restated Bylaws to update director nomination procedures under Rule 14a-19, reflect Delaware law changes, and make technical updates (effective 2023-11-06).

“The Board of Directors of LKQ Corporation (the “Company”) approved, effective as of November 6, 2023, Amended and Restated Bylaws of the Company (the “Bylaws”).”

LKQ CORP reported third quarter 2023 results: revenue $3.6 billion, net income $207 million, EPS $0.77. Guidance lowered.

“Revenue for the third quarter of 2023 was $3.6 billion”

LKQ CORP shareholders approved Advisory vote on named executive officer compensation frequency at the 2023-05-09 meeting.

“In the Original Filing, the Company reported that a significant majority of the votes cast by stockholders at the 2023 Annual Meeting recommended that an advisory vote on named executive compensation occur every year.”

LKQ CORP reported second quarter 2023 results: revenue $3.4 billion, net income $281 million, EPS $1.05.

“Revenue for the second quarter of 2023 was $3.4 billion, an increase of 3.2% as compared to $3.3 billion in the second quarter of 2022. For the second quarter of 2023, parts and services organic revenue increased 4.8% (5.4% on a per day basis), foreign exchange rates increased revenue by 0.6% and the net impact of acquisitions and divestitures was flat year over year, for a total parts and services revenue increase of 5.4%. Other revenue for the second quarter of 2023 fell 23.9% primarily due to weaker commodity prices relative to the same period in 2022. Net income 2 for the second quarter of 2023 was $281 million as compared to $420 million for the same period in 2022. Diluted earnings per share 2 for the second quarter of 2023 was $1.05 as compared to $1.49 for the same period of 2022, a decrease of 29.5%.”

LKQ CORP incurred senior notes of $1.4 billion aggregate principal amount of senior unsecured notes, consisting of $800 million senior notes due 2028 and with BofA Securities, Inc. and Wells Fargo Securities, LLC, as representatives of the initial purchasers at interest at rates of 5.75% and 6.25%, respectively, per year maturing due 2028 and due 2033.

“On May 24, 2023, LKQ Corporation (the "Company," "we," "us," or "our") completed an offering of $1.4 billion aggregate principal amount of senior unsecured notes, consisting of $800 million senior notes due 2028 (the "2028 Notes") and $600 million senior notes due 2033 (the "2033 Notes" and together with the 2028 Notes, the "Notes") in a private placement conducted pursuant to Rule 144A and Regulation S under the United States Securities Act of 1933 (the "Securities Act").”

LKQ CORP entered into Registration Rights Agreement with BofA Securities, Inc. and Wells Fargo Securities, LLC, as representatives of the initial purchasers (effective 2023-05-24).

“In connection with the sale of the Notes, we entered into a Registration Rights Agreement, dated as of May 24, 2023 (the "Registration Rights Agreement"), with the Guarantors and BofA Securities, Inc. and Wells Fargo Securities, LLC, as representatives of the initial purchasers of the Notes identified therein.”

LKQ CORP entered into Indenture with U.S. Bank Trust Company, National Association, as trustee valued at $1.4 billion (effective 2023-05-24).

“The Notes are governed by the Indenture, dated as of May 24, 2023 (the "Indenture"), among the Company, certain of the Company's subsidiaries (the "Guarantors") and U.S. Bank Trust Company, National Association, as trustee.”

LKQ CORP shareholders approved Advisory vote on the frequency of holding an advisory vote on executive compensation at the 2023-05-09 meeting.

“4. An advisory vote on the frequency of holding an advisory vote on executive compensation was approved for one year pursuant to the following votes: Votes For One Year: 226,126,262 Votes For Two Years: 96,345 Votes For Three Years: 5,127,379 Abstentions: 170,572 Broker Non-Votes: 9,911,386”

LKQ CORP shareholders approved Advisory vote on the compensation of our named executive officers at the 2023-05-09 meeting.

“3. An advisory vote on the compensation of our named executive officers. The compensation of our named executive officers was approved pursuant to the following votes: Votes For: 219,235,845 Votes Against: 12,079,729 Abstentions: 204,984 Broker Non-Votes: 9,911,386”

LKQ CORP shareholders approved Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal year 2023 at the 2023-05-09 meeting.

“2. The ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal year 2023. The appointment of Deloitte & Touche LLP was ratified pursuant to the following votes: Votes For: 227,177,918 Votes Against: 14,107,348 Abstentions: 146,678”

LKQ CORP shareholders approved Election of 9 directors to terms ending in 2024 at the 2023-05-09 meeting.

“1. The election of 9 directors to terms ending in 2024. The nominees for directors were elected based on the following votes: Nominee Votes For Votes Against Abstentions Broker Non-Votes Patrick Berard 226,227,266 5,175,560 117,732 9,911,386 Meg A. Divitto 230,331,941 1,077,129 111,488 9,911,386 Joseph M. Holsten 227,890,699 3,513,344 116,515 9,911,386 Blythe J. McGarvie 221,512,663 9,835,725 172,170 9,911,386 John W. Mendel 222,791,066 8,613,266 116,226 9,911,386 Jody G. Miller 225,632,774 5,775,034 112,750 9,911,386 Guhan Subramanian 223,446,569 7,952,167 121,822 9,911,386 Xavier Urbain 229,891,764 1,513,359 115,435 9,911,386 Dominick Zarcone 229,984,390 1,418,928 117,240 9,911,386”

LKQ CORP reported full year 2023 results: EPS $3.68 to $3.98. Guidance reaffirmed.

“For 2023, management reiterated the outlook as set forth below: 2023 Full Year Outlook Organic revenue growth for parts and services 6.0% to 8.0% Diluted EPS 2 $3.68 to $3.98 Adjusted diluted EPS 1,2 $3.90 to $4.20 Operating cash flow approx. $1.275 billion Free cash flow 1 approx. $975 million Free cash flow conversion of EBITDA 1 55% to 60%”

LKQ CORP reported first quarter 2023 results: revenue $3.3 billion, net income $270 million, EPS $1.01. Guidance reaffirmed.

“• Revenue of $3.3 billion; parts and services organic revenue growth of 7.9% (7.1% on a per day basis) • Diluted EPS 2 of $1.01 (up 7.4%); adjusted diluted EPS 1,2 of $1.04 (up 4.0%) • Negative effect of $0.05 ($0.04 on an adjusted basis) resulting from increased interest rates and related expense • Operating cash flow of $223 million; free cash flow 1 of $153 million • Dividend of $0.275 per share approved to be paid in the second quarter of 2023 • 2023 guidance reiterated • Entered definitive agreement to acquire Uni-Select Inc.”