UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of Securities Act of 1933 (230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (240.12b-2).
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Section 2 – Financial Information
Item 2.02 – Results of Operations and Financial Condition
On February 7, 2024, O’Reilly Automotive Inc. (the “Company” or “O’Reilly”) issued a press release announcing its 2023 fourth quarter and full-year earnings. The text of the press release is attached hereto as Exhibit 99.1.
Section 5 – Corporate Governance and Management
Item 5.02 – Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On February 1, 2024, the Company’s Board of Directors (the “Board”) determined that Jay Burchfield will not be standing for re-election at the Company’s upcoming 2024 Annual Meeting of Shareholders (the “Annual Meeting”), consistent with the Board’s mandatory retirement age policy.
Section 7 – Regulation FD
Item 7.01 – Regulation FD Disclosure
On February 7, 2024, the Company issued a press release announcing its 2023 fourth quarter and full-year earnings, which includes a discussion of the Company’s previously announced Leadership Succession Plan and the expected retirement of Mr. Burchfield, as discussed above. In addition, the Company announced the Board’s intention to nominate Greg Johnson to serve on the Board, to fill the expected vacancy that will be left by Mr. Burchfield upon his retirement, and to be voted on by the Company’s shareholders at the Annual Meeting. The text of the press release is attached hereto as Exhibit 99.1.
Section 9 – Financial Statements and Exhibits
Item 9.01 – Financial Statements and Exhibits
Exhibit Number |
| Description |
99.1 | ||
104 | Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document |
The information in Item 2.02, Item 7.01, and Exhibit 99.1 of this Current Report on Form 8-K shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.