8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

________________________ 

FORM 8-K

 ________________________ 

Current Report

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 9, 2019

________________________ 

LKQ CORPORATION

(Exact name of registrant as specified in its charter)

_______________________ 

Delaware		000-50404	36-4215970
(State or other jurisdiction of incorporation or organization)		(Commission File Number)	(IRS Employer Identification No.)
500 West Madison Street,	Suite 2800
Chicago,	Illinois		60661
(Address of principal executive offices)			(Zip Code)

Registrant's telephone number, including area code: (312) 621-1950

N/A

(Former name or former address, if changed since last report)

 ________________________ 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $.01 per share	LKQ	NASDAQ	Global Select Market

Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company      ☐

If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d) On December 9, 2019, the Board of Directors of LKQ Corporation (the "Company") elected Xavier Urbain as a member of the Board of Directors, effective immediately. Mr. Urbain will receive compensation under the Company’s standard compensation arrangement for non-employee directors (as described in the Company’s proxy statement for its 2019 annual meeting of stockholders).

On December 11, 2019, we issued a press release announcing Mr. Urbain's election. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits 

Exhibit Number	Description of Exhibit
99.1	LKQ Corporation Press Release dated December 11, 2019.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: December 12, 2019

LKQ CORPORATION
By:	/s/ Victor M. Casini
	Victor M. Casini
	Senior Vice President, General Counsel and Corporate Secretary

EX-99.1

Exhibit 99.1

LKQ Corporation Appoints Xavier Urbain to Board of Directors

Urbain Brings Significant Global Expertise in Supply Chain, Logistics and Operational Leadership

Chicago, December 11, 2019 -- LKQ Corporation (Nasdaq:LKQ) (“LKQ” or the “Company”) today announced that it has appointed Xavier Urbain to its Board of Directors effective December 9, 2019.

Mr. Urbain previously served as the Group Chief Executive Officer of Switzerland-based CEVA Logistics, a leading supply chain company that provides end-to-end design, implementation and operational solutions in freight and transportation management, contract logistics and distribution, until May 2019. CEVA Logistics runs a global network with facilities in over 160 countries and employs 58,000 people worldwide.

“Xavier is a highly respected and seasoned executive and we are pleased to welcome him to the LKQ Board,” said Joseph M. Holsten, Chairman of LKQ Corporation. “He brings significant global supply chain and logistics experience and will provide expert advice for our European businesses and all of our operating segments. We conducted an extensive global search as part of our Board refreshment process to identify a director who would further strengthen our Board’s breadth of talent and background globally, and we are delighted to have identified such an outstanding individual.”

Holsten continued, “Our board refreshment process has resulted in the addition of five new directors over the last 16 months who together bring important skills related to distribution and logistics, supply chain, automotive technology, international markets, corporate governance, operations and finance. Their collective expertise leading global companies, driving strategic vision, and executing with operational rigor will be important to LKQ as we execute on our objectives.”

Dominick Zarcone, President and Chief Executive Officer of LKQ, noted, “We believe Xavier’s strong experience building a global business across both developed and emerging markets, will be extremely valuable to LKQ’s mission of being the leading global value-added distributor of vehicle parts and accessories. Xavier is a results-oriented leader with a proven track record of success in the global logistics industry and, alongside the recent addition of Patrick Berard to our Board, will be a tremendous resource as we continue to implement our “1 LKQ Europe” strategy.”

On October 3, 2019, the Company appointed Mr. Berard to the Board and announced that A. Clinton Allen and William M. Webster, IV will retire from the Board when their terms expire in connection with the Company’s 2020 Annual Meeting. Following Mr. Urbain’s appointment and these changes, the Board will include eleven directors.

About Xavier Urbain

Xavier Urbain was the Group Chief Executive Officer of Switzerland-based CEVA Logistics from January 2014 to May 2019, a leading supply chain company that provides end-to-end design, implementation and operational solutions in freight and transportation management, contract logistics and distribution. CEVA Logistics runs a global network with facilities in over 160 countries and employs 58,000 people worldwide.

Prior to CEVA Logistics, Mr. Urbain held leadership positions in the global Third Party Logistics industry, as a member of the Executive Board of Switzerland-based Kuehne & Nagel responsible for the Road and Rail network, member of the Executive Board and the Board of Directors of UK-based Hays PLC as CEO of Hays Logistics, and as Chief Executive Officer of ACR.

Mr. Urbain also served as Chairman of the Board of Socotec and is the current Chairman of the Board of Netherlands-based Caldic.

About LKQ

LKQ Corporation (www.lkqcorp.com) is a leading provider of alternative and specialty parts to repair and accessorize automobiles and other vehicles. LKQ has operations in North America, Europe and Taiwan. LKQ offers its customers a broad range of replacement systems, components, equipment and parts to repair and accessorize automobiles, trucks, and recreational and performance vehicles.

Forward Looking Statements

Statements and information in this press release that are not historical are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and are made pursuant to the “safe harbor” provisions of such Act.

Forward-looking statements include, but are not limited to, statements regarding our outlook, guidance, expectations, beliefs, hopes, intentions and strategies. These statements are subject to a number of risks, uncertainties, assumptions and other factors including those identified below. All forward-looking statements are based on information available to us at the time the statements are made. We undertake no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

You should not place undue reliance on our forward-looking statements. Actual events or results may differ materially from those expressed or implied in the forward-looking statements. The risks, uncertainties, assumptions and other factors that could cause actual events or results to differ from the events or results predicted or implied by our forward-looking statements include the factors discussed in our filings with the SEC, including those disclosed under the captions “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2018 and in our subsequent Quarterly Reports on Form 10-Q. These reports are available on our investor relations website at lkqcorp.com and on the SEC website at sec.gov.

Contact:

Joseph P. Boutross

Vice President, Investor Relations

LKQ Corporation

(312) 621-2793

jpboutross@lkqcorp.com

XML

Form 8-K Document	Dec. 09, 2019
Cover page.
Document Type	8-K
Document Period End Date	Dec. 09, 2019
Entity Registrant Name	LKQ CORPORATION
Entity Incorporation, State or Country Code	DE
Entity File Number	000-50404
Entity Tax Identification Number	36-4215970
Entity Address, Address Line One	500 West Madison Street,
Entity Address, Address Line Two	Suite 2800
Entity Address, City or Town	Chicago,
Entity Address, State or Province	IL
Entity Address, Postal Zip Code	60661
City Area Code	312
Local Phone Number	621-1950
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Title of 12(b) Security	Common Stock, par value $.01 per share
Entity Central Index Key	0001065696
Trading Symbol	LKQ
Security Exchange Name	NASDAQ
Amendment Flag	false