O REILLY AUTOMOTIVE INC — fact timeline

O REILLY AUTOMOTIVE INC shareholders rejected Shareholder proposal: Avoid Brand Damage due to Corporate Political Spending.

“The shareholders voted against the shareholder proposal entitled “Avoid Brand Damage due to Corporate Political Spending.””

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.

“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.”

O REILLY AUTOMOTIVE INC shareholders approved Advisory vote to approve 2025 compensation of Named Executive Officers.

“The shareholders voted to approve, by a non-binding, advisory vote, the 2025 compensation of the Company’s Named Executive Officers (NEOs).”

O REILLY AUTOMOTIVE INC shareholders approved Election of directors.

“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.”

O REILLY AUTOMOTIVE INC reported Full year ending December 31, 2026 results: revenue $18.7 billion to $19.0 billion, EPS $3.15 to $3.25.

“Updated Full-Year 2026 Guidance The table below outlines the Company’s updated guidance for selected full-year 2026 financial data: ​ ​ ​ ​ ​ ​ ​ For the Year Ending ​ December 31, 2026 Net, new store openings 225 to 235 Comparable store sales 3.0% to 5.0% Total revenue $18.7 billion to $19.0 billion Gross profit as a percentage of sales 51.5% to 52.0% Operating income as a percentage of sales 19.3% to 19.8% Effective income tax rate 22.6% Diluted earnings per share (1) ​ $3.15 to $3.25 Net cash provided by operating activities ​ $3.1 billion to $3.5 billion Capital expenditures ​ $1.3 billion to $1.4 billion Free cash flow (2) ​ $1.8 billion to $2.1 billion”

O REILLY AUTOMOTIVE INC entered into Seventh Supplemental Indenture with U.S. Bank Trust Company, National Association valued at $850,000,000 aggregate principal amount (effective 2026-03-12).

“On March 12, 2026 (the “Closing Date”), O’Reilly Automotive, Inc. (the “Company”) issued and sold $850,000,000 aggregate principal amount of the Company’s 5.100% Senior Notes due 2036 (the “Notes”).”

O REILLY AUTOMOTIVE INC entered into Underwriting Agreement with BofA Securities, Inc., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC, as the representatives of the underwriters valued at $850,000,000 (effective 2026-03-05).

“On March 5, 2026, O’Reilly Automotive, Inc. (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with BofA Securities, Inc., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC, as the representatives of the underwriters named on Schedule I thereto (the “Underwriters”), with respect to the Company’s issuance and sale of $850,000,000 aggregate principal amount of the Company’s 5.100% Senior Notes due 2036 (the “Notes”).”

O REILLY AUTOMOTIVE INC: Amended Articles of Incorporation to increase authorized common shares from 245,000,000 to 1,250,000,000 in connection with a 15-for-1 stock split (effective 2025-05-16).

“Company shareholders approved and adopted an amendment to the Company’s Second Amended and Restated Articles of Incorporation (the “Articles of Incorporation”) to increase the number of authorized shares of common stock, par value $0.01 per share, from 245,000,000 to 1,250,000,000 in connection with a 15-for-1 stock split of the Company’s common stock in the form of a one-time special stock dividend (the “Stock Split”).”

Larry O'Reilly resigned as Director at O REILLY AUTOMOTIVE INC.

“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.”

Thomas T. Hendrickson was appointed as Independent Lead Director at O REILLY AUTOMOTIVE INC.

“In addition, Thomas T. Hendrickson was selected to serve as Independent Lead Director.”

Jay D. Burchfield resigned as Director at O REILLY AUTOMOTIVE INC.

“Following the Annual Meeting, one member of the Board, Jay D. Burchfield, 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.”

O REILLY AUTOMOTIVE INC reported full year 2024 results: revenue $16.8 billion to $17.1 billion, EPS $41.35 to $41.85.

“for selected full-year 2024 financial data: ​ ​ ​ ​ For the Year Ending ​ December 31, 2024 Net, new store openings 190 to 200 Comparable store sales 3.0% to 5.0% Total revenue $16.8 billion to $17.1 billion Gross profit as a percentage of sales 51.0% to 51.5% Operating income as a percentage of sales 19.7% to 20.2% Effective income tax rate 22.4% Diluted earnings”

O REILLY AUTOMOTIVE INC reported first quarter ended March 31, 2024 results: revenue $3.98 billion, net income $547 million, EPS $9.20.

“each of our over 90,000 Team Members for their ongoing dedication to O’Reilly’s success.” ​ Sales for the first quarter ended March 31, 2024, increased $268 million, or 7%, to $3.98 billion from $3.71 billion for the same period one year ago. Gross profit for the first quarter increased 8% to $2.03 billion (or 51.2% of sales) from $1.89 billion (or 51.0% of sales)”

O REILLY AUTOMOTIVE INC reported year ended December 31, 2023 results: revenue $15.81 billion, net income $2.35 billion, EPS $38.47.

“Puerto Rico, and the opening of a large, modern distribution center in Guadalajara, Mexico.” ​ ​ Sales for the year ended December 31, 2023, increased $1.40 billion, or 10%, to $15.81 billion from $14.41 billion for the same period one year ago. Gross profit for the year ended December 31, 2023, increased 10% to $8.10 billion (or 51.3% of sales) from $7.38 billion”

O REILLY AUTOMOTIVE INC reported fourth quarter ended December 31, 2023 results: revenue $3.83 billion, net income $553 million, EPS $9.26.

“unwavering commitment to going above and beyond for our customers each and every day.” ​ Sales for the fourth quarter ended December 31, 2023, increased $188 million, or 5%, to $3.83 billion from $3.64 billion for the same period one year ago. Gross profit for the fourth quarter increased 6% to $1.97 billion (or 51.3% of sales) from $1.85 billion (or 50.9% of sales)”

Jay Burchfield departed as Director at O REILLY AUTOMOTIVE INC.

“determined that Jay Burchfield will not be standing for re-election at the Company’s upcoming 2024 Annual Meeting of Shareholders”

O REILLY AUTOMOTIVE INC entered into Fifth Supplemental Indenture with U.S. Bank Trust Company, National Association valued at $750 million (effective 2023-11-20).

“On November 20, 2023 (the "Closing Date"), O’Reilly Automotive, Inc. (the "Company") issued and sold $750 million aggregate principal amount of the Company’s 5.750% Senior Notes due 2026 (the "Notes"). The terms of the Notes are governed by an Indenture, dated as of May 20, 2019 (the "Base Indenture"), by and between the Company and U.S. Bank Trust Company, National Association (f/k/a U.S. Bank National Association) (the "Trustee"), as supplemented by the Fifth Supplemental Indenture, dated as of the Closing Date (the "Supplemental Indenture" and, together with the Base Indenture, the "Indenture"), by and between the Company and the Trustee.”

Greg Johnson retired as Chief Executive Officer at O REILLY AUTOMOTIVE INC.

“On November 16, 2023, in conjunction with the previously announced retirement of Greg Johnson, O’Reilly Automotive, Inc’s (the “Company”) Chief Executive Officer, the Company announced that the Human Capital and Compensation Committee of the Company’s Board of Director’s (the “Board”) recommended, and the Board approved, the cancellation of Mr. Johnson’s February 2, 2023, non-qualified stock option award”

O REILLY AUTOMOTIVE INC entered into Underwriting Agreement with BofA Securities, Inc., J.P. Morgan Securities LLC and Truist Securities, Inc. valued at $750 million (effective 2023-11-13).

“On November 13, 2023, O’Reilly Automotive, Inc. (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with BofA Securities, Inc., J.P. Morgan Securities LLC and Truist Securities, Inc., as the representatives of the underwriters named on Schedule I thereto (the “Underwriters”), with respect to the Company’s issuance and sale of $750 million aggregate principal amount of the Company’s 5.750% Senior Notes due 2026 (the “Notes”).”

O REILLY AUTOMOTIVE INC reported third quarter ended September 30, 2023 results: revenue $4.20 billion, net income $650 million, EPS $10.72. Guidance raised.

“like to thank each of them for their ongoing contributions to our long-term success.” ​ Sales for the third quarter ended September 30, 2023, increased $405 million, or 11%, to $4.20 billion from $3.80 billion for the same period one year ago. Gross profit for the third quarter increased 12% to $2.16 billion (or 51.4% of sales) from $1.93 billion (or 50.9% of sales)”

O REILLY AUTOMOTIVE INC incurred debt of not to exceed $1,800,000,000 maturing up to 397 days from the date of issue.

“Amounts available under the Program may be borrowed, repaid and re-borrowed from time to time, with the aggregate face or principal amount of the Notes outstanding under the Program at any time not to exceed $1,800,000,000.”

O REILLY AUTOMOTIVE INC entered into Dealer Agreements with commercial paper dealers valued at $1,800,000,000 (effective 2023-08-09).

“On August 9, 2023, O’Reilly Automotive, Inc. (the “Company”) established a commercial paper program (the “Program”) pursuant to which it may issue short-term, unsecured commercial paper notes (the “Notes”) under the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”).”

O REILLY AUTOMOTIVE INC reported second quarter ended June 30, 2023 results: revenue $4.07 billion, net income $627 million, EPS $10.22.

“focus on delivering industry-leading service to our customers each and every day.” ​ Sales for the second quarter ended June 30, 2023, increased $398 million, or 11%, to $4.07 billion from $3.67 billion for the same period one year ago. Gross profit for the second quarter increased 11% to $2.09 billion (or 51.3% of sales) from $1.88 billion (or 51.3% of”

Brent Kirby changed role as President at O REILLY AUTOMOTIVE INC.

“The Board has also determined that Brent Kirby, the Company’s Co-President, will be promoted to President upon Mr. Johnson’s retirement.”

Brad Beckham changed role as Chief Executive Officer at O REILLY AUTOMOTIVE INC.

“The Board has selected Brad Beckham, the Company’s Co-President, to succeed Mr. Johnson as CEO upon Mr. Johnson’s retirement.”

Greg Johnson departed as Chief Executive Officer at O REILLY AUTOMOTIVE INC.

“Greg Johnson, the Company’s Chief Executive Officer (“CEO”), informed the Company’s Board of Directors (the “Board”) of his intention to retire from the Company effective January 31, 2024.”

O REILLY AUTOMOTIVE INC shareholders rejected Shareholder proposal: Independent Board Chairman at the 2023-05-23 meeting.

“22,995,323 ​ 27,110,248 ​ 95,370 ​ 5,366,283”

O REILLY AUTOMOTIVE INC shareholders approved Ratification of appointment of Ernst & Young LLP as independent auditors at the 2023-05-23 meeting.

“52,686,702 ​ 2,842,882 ​ 37,640”

O REILLY AUTOMOTIVE INC shareholders approved Advisory vote on frequency of future advisory votes on executive compensation at the 2023-05-23 meeting.

“1 Year ​ 2 Years ​ 3 Years ​ Abstain ​ Broker Non-Votes 49,466,086 ​ 114,190 ​ 563,053 ​ 57,612 ​ 5,366,283”

O REILLY AUTOMOTIVE INC shareholders approved Advisory vote on executive compensation at the 2023-05-23 meeting.

“45,658,522 ​ 4,378,008 ​ 164,411 ​ 5,366,283”

O REILLY AUTOMOTIVE INC shareholders approved Election of directors at the 2023-05-23 meeting.

“Greg Henslee ​ 47,182,089 ​ 2,974,595 ​ 44,257 ​ 5,366,283 David O'Reilly ​ 48,373,080 ​ 1,786,725 ​ 41,136 ​ 5,366,283 Larry O'Reilly ​ 47,119,384 ​ 3,040,811 ​ 40,746 ​ 5,366,283 Jay D. Burchfield ​ 45,110,758 ​ 5,023,530 ​ 66,653 ​ 5,366,283 Thomas T. Hendrickson ​ 46,936,545 ​ 3,186,444 ​ 77,952 ​ 5,366,283 John R. Murphy ​ 45,120,301 ​ 4,992,573 ​ 88,067 ​ 5,366,283 Dana M. Perlman ​ 44,673,625 ​ 5,425,518 ​ 101,798 ​ 5,366,283 Maria A. Sastre ​ 49,253,937 ​ 848,578 ​ 98,426 ​ 5,366,283 Andrea M. Weiss ​ 49,228,172 ​ 880,001 ​ 92,768 ​ 5,366,283 Fred Whitfield ​ 45,163,161 ​ 4,370,265 ​ 667,515 ​ 5,366,283”

O REILLY AUTOMOTIVE INC reported FY 2023 results: revenue $15.2 billion to $15.5 billion, EPS $36.50 to $37.00.

“Updated Full-Year 2023 Guidance The table below outlines the Company’s updated guidance for selected full-year 2023 financial data: ​ ​ ​ ​ For the Year Ending ​ December 31, 2023 Net, new store openings 180 to 190 Comparable store sales 4% to 6% Total revenue $15.2 billion to $15.5 billion Gross profit as a percentage of sales 50.8% to 51.3% Operating income as a percentage of sales 19.8% to 20.3% Effective income tax rate 22.9% Diluted earnings per share (1) ​ $36.50 to $37.00 Net cash provided by operating activities ​ $2.5 billion to $2.9 billion Capital expenditures ​ $750 million to $800 million Free cash flow (2) ​ $1.8 billion to $2.1 billion”

Thomas McFall departed as Executive Vice President at O REILLY AUTOMOTIVE INC.

“On April 5, 2023, Thomas McFall, O’Reilly Automotive, Inc.’s (the “Company” or “O’Reilly”) Executive Vice President, notified the Company of his intention to retire on June 30, 2023.”

O REILLY AUTOMOTIVE INC reported Full-Year 2023 results: revenue $15.2 billion to $15.5 billion. Guidance initiated.

“Full-Year 2023 Guidance The table below outlines the Company’s guidance for selected full-year 2023 financial data: ​ ​ ​ ​ For the Year Ending ​ December 31, 2023 Net, new store openings 180 to 190 Comparable store sales 4% to 6% Total revenue $15.2 billion to $15.5 billion”

Brent Kirby changed role as Co-President at O REILLY AUTOMOTIVE INC.

“On January 6, 2023, O’Reilly Automotive, Inc. (the “Company” or “O’Reilly”) issued a press release announcing that effective January 9, 2023, Brad Beckham, the Company’s Executive Vice President and Chief Operating Officer, and Brent Kirby, the Company’s Executive Vice President and Chief Supply Chain Officer, will each be promoted to Co-President.”

Brad Beckham changed role as Co-President at O REILLY AUTOMOTIVE INC.

“On January 6, 2023, O’Reilly Automotive, Inc. (the “Company” or “O’Reilly”) issued a press release announcing that effective January 9, 2023, Brad Beckham, the Company’s Executive Vice President and Chief Operating Officer, and Brent Kirby, the Company’s Executive Vice President and Chief Supply Chain Officer, will each be promoted to Co-President.”

Jeremy Fletcher was appointed as Executive Vice President and Chief Financial Officer at O REILLY AUTOMOTIVE INC.

“Jeremy Fletcher, the Company’s Senior Vice President of Finance and Controller, will be promoted to the position of Executive Vice President and Chief Financial Officer.”

Thomas McFall changed role as Chief Financial Officer at O REILLY AUTOMOTIVE INC.

“Thomas McFall, the Company’s Executive Vice President and Chief Financial Officer, will step down as Chief Financial Officer and continue employment with the Company in the role of Executive Vice President”

Greg Johnson changed role as President and Chief Executive Officer at O REILLY AUTOMOTIVE INC.

“Upon Mr. Shaw’s retirement, Greg Johnson’s, the Company’s Co-President and Chief Executive Officer, title will change to President and Chief Executive Officer.”

Brent Kirby was appointed as Executive Vice President and Chief Supply Chain Officer at O REILLY AUTOMOTIVE INC.

“Brent Kirby, the Company’s Executive Vice President of Supply Chain, will be promoted to Executive Vice President and Chief Supply Chain Officer.”

Brad Beckham was appointed as Executive Vice President and Chief Operating Officer at O REILLY AUTOMOTIVE INC.

“Brad Beckham, the Company’s Executive Vice President of Store Operations and Sales, will be promoted to Executive Vice President and Chief Operating Officer.”

Jeff Shaw retired as Co-President at O REILLY AUTOMOTIVE INC.

“As previously disclosed, O’Reilly Automotive, Inc., (the “Company”) announced that Jeff Shaw, the Company’s Co-President and Chief Operating Officer, intended to retire in early 2022, and on December 21, 2021, the Company announced Mr. Shaw’s retirement will occur on February 15, 2022.”

Fred Whitfield was appointed as Director at O REILLY AUTOMOTIVE INC.

“On November 12, 2021, the Board of Directors (the “Board”) of O’Reilly Automotive, Inc. (the “Company”) increased the size of the Board from nine to 10 members and appointed Mr. Fred Whitfield as a director to fill the vacancy for a term expiring at the 2022 Annual Meeting of Shareholders.”

Brad Beckham was appointed as Executive Vice President and Chief Operating Officer at O REILLY AUTOMOTIVE INC.

“At the time of Mr. Shaw’s retirement, Brad Beckham, the Company’s Executive Vice President of Store Operations and Sales, will be promoted to Executive Vice President and Chief Operating Officer.”

Jeff Shaw departed as Chief Operating Officer and Co-President at O REILLY AUTOMOTIVE INC.

“On July 28, 2021, the Company also announced that Jeff Shaw, the Company’s Chief Operating Officer and Co-President, intends to retire effective in early 2022.”