8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): May 21, 2009

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.)

120 North LaSalle Street, Suite 3300 Chicago, IL	60602
(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))

Item 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

On May 21, 2009, LKQ Corporation issued a press release announcing that Mark T. Spears, our Executive Vice President and Chief Financial Officer, intends to resign from his positions with the Company on or about December 31, 2009. A copy of the press release is filed as Exhibit 99.1 to this report and is incorporated herein by reference.

In addition, the Compensation Committee of our Board of Directors approved the following matters:

(a) the execution of a Consulting Agreement with Mr. Spears. The term of the Consulting Agreement commences on the date that Mr. Spears ceases to be employed by us and ends five years thereafter, unless the agreement is earlier terminated by Mr. Spears for any reason or by us for cause. The compensation to Mr. Spears during the term will be $180,000 annually. Under the Consulting Agreement, Mr. Spears will provide consulting services as needed with respect to financial matters, including our financial statements and our capital structure. In addition, Mr. Spears will be subject to non-compete and confidentiality provisions during the five year period commencing on the effective date of the agreement, even if the agreement is terminated earlier. The Consulting Agreement further provides that Mr. Spears will receive the deferred portion of his award under our Long Term Incentive Plan for the performance period from January 1, 2006 to December 31, 2008 if he is either employed by or a consultant to us on the vesting dates of such award (December 31, 2009, 2010 and 2011). A copy of Mr. Spears’ Consulting Agreement is attached hereto as Exhibit 10.1 and is incorporated herein by reference; and

(b) the execution of an amendment to the Consulting Agreement dated as of January 11, 2008 between us and Joseph M. Holsten, our President and Chief Executive Officer, that increases the annual compensation to Mr. Holsten for providing consulting services thereunder from $200,000 to $290,000 and that provides that Mr. Holsten will receive the deferred portion of his award under our Long Term Incentive Plan for the performance period from January 1, 2006 to December 31, 2008 if he is either employed by or a consultant to us on the vesting dates of such award (December 31, 2009, 2010 and 2011). A copy of Mr. Holsten’s Consulting Agreement, as amended and restated, is attached hereto as Exhibit 10.2 and is incorporated by reference herein.

Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

Exhibit Number	Description of Exhibit
10.1	Consulting Agreement dated as of May 21, 2009 between LKQ Corporation and Mark T. Spears.
10.2	Consulting Agreement, as amended and restated, dated as of May 21, 2009, between LKQ Corporation and Joseph M. Holsten.
99.1	Press release issued by LKQ Corporation dated May 21, 2009.

2

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: May 21, 2009

LKQ CORPORATION
By:	/s/ VICTOR M. CASINI
	Victor M. Casini
	Senior Vice President and General Counsel

3

EX-10.1

Exhibit 10.1

CONSULTING AGREEMENT

This Consulting Agreement (the “Agreement”) dated as of this 21^st day of May, 2009 between LKQ Corporation, a Delaware corporation (hereinafter referred to as the “Company”), and Mark T. Spears (hereinafter referred to as “Consultant”).

WITNESSETH

WHEREAS, Consultant is currently the Executive Vice President and Chief Financial Officer of the Company;

WHEREAS, the Company desires to avail itself of the experience, knowledge and judgment of Consultant for a period of time after Consultant is no longer an employee of the Company; and

WHEREAS, Consultant is willing to perform consulting services for the Company as an independent contractor upon the terms and conditions set forth herein.

NOW, THEREFORE, for and in consideration of the mutual covenants contained herein, the Company hereby agrees to engage Consultant and Consultant hereby agrees to accept such engagement upon the following terms and conditions:

1. Term. The “Term” shall mean the period commencing on the date that Consultant ceases to be an employee of the Company or any of its affiliates and ending on the earlier of the fifth year anniversary of such date or the death of Consultant, unless earlier terminated by Consultant for any reason or by the Company for “Cause” (as defined in the Company’s 1998 Equity Incentive Plan).

2. Duties and Responsibilities. During the Term, Consultant shall consult with the Company’s Board of Directors or Chief Executive Officer regarding financial matters involving the Company, including but not limited to the Company’s annual and quarterly financial statements and the Company’s capital structure. During the Term, the Company shall not require Consultant to devote more than three business days per month toward Consultant’s duties and responsibilities under this Agreement. After the Term, neither the Company nor Consultant shall have any further obligations hereunder except, in the case of Consultant, the obligations pursuant to paragraph 4 hereof.

3. Compensation During the Term. During the Term, the Company agrees (a) to pay Consultant at the rate of $180,000 annually in periodic installments, and (b) to provide for the continuation, at the Company’s expense (subject to contributions by Consultant at the same rate as employees of the Company), of substantially the same health benefits in effect for Consultant immediately prior to the commencement of the Term. In addition, notwithstanding any provision to the contrary in the Company’s Long Term Incentive Plan (the “LTIP”), Consultant shall be entitled to receive the payments relating to the Deferred Award (as defined in the LTIP) for the

January 1, 2006 to December 31, 2008 performance period in accordance with the terms of the LTIP, if (a) Consultant is either an employee of the Company or a consultant to the Company pursuant to the Consulting Agreement at the time such Deferred Award vests, or (b) Consultant is otherwise entitled to such payments pursuant to the terms of the LTIP.

4. Non-Competition and Confidentiality. Consultant agrees that:

(a) During the five year period that initially comprises the Term (notwithstanding any earlier termination of the Term in accordance with paragraph 1 hereof), the Consultant shall not (i) engage in, represent, furnish consulting services to, be employed by or have any interest in (whether as owner, principal, lender, director, officer, partner, agent, consultant, shareholder, member or otherwise) any business which would be competitive with any business conducted by the Company, provided, however, that the Consultant may acquire and hold an aggregate of up to two percent of the outstanding shares of any corporation engaged in any such business if such shares are publicly traded in an established securities market, (ii) induce any customer of the Company or its subsidiaries to patronize any such competitive business or otherwise request or advise any such customer to withdraw, curtail or cancel any of its business with the Company or its subsidiaries, or (iii) solicit for employment, or assist any other person in soliciting for employment, any person employed by the Company or any of its affiliates, or (iv) use or disclose, except for the sole benefit of or with the written consent of the Company, any confidential information relating to the business, processes or products of the Company.

(b) If any provision of Section 4(a), as applied to any party or to any circumstances, is adjudged by a court to be invalid or unenforceable, the same shall in no way affect any other provision or any other part of this Agreement, the application of such provision in any other circumstances or the validity or enforceability of this Agreement. If any such provision, or any part thereof, is held to be unenforceable because of the duration of such provision or the area covered thereby, the parties agree that the court making such determination shall have the power to reduce the duration and/or area of such provision, and/or to delete specific words or phrases, and in its reduced form such provision shall then be enforceable. Upon breach of any provision of Section 4(a), the Company and Consultant shall be entitled to injunctive relief, since the remedy at law would be inadequate and insufficient. In addition, they shall be entitled to such damages as they can show they have sustained by reason of such breach.

5. Notices. Any notice required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been given when deposited in the U.S. Mail in a registered, postage prepaid envelope addressed, if to Consultant at Consultant’s address set forth below, and if to the Company, c/o General Counsel, 120 North LaSalle Street, Suite 3300, Chicago, Illinois 60602, or to such other addresses as either party shall designate by written notice to the other.

6. Assignment. Consultant may not assign Consultant’s rights or obligations hereunder. The rights and obligations of the Company hereunder shall inure to the benefit of and shall be binding upon its successors and assigns.

7. Independent Contractor. During the Term, Consultant shall be an independent contractor, not an employee or agent, of the Company. Nothing in this Agreement shall render Consultant an employee or agent of the Company, nor authorize or empower Consultant to speak for, represent or obligate the Company in any way. Consultant shall execute and deliver to the Company any forms required by the Internal Revenue Service to indicate that the Company has no obligation to withhold any taxes with respect to Consultant during the Term.

8. (a) This Agreement shall be subject to and governed by the laws of the State of Illinois.

(b) Failure to insist upon strict compliance with any provision(s) hereof shall not be deemed a waiver of such provision(s) or any other provision hereof.

(c) This Agreement may not be modified except by an agreement in writing executed by the parties hereto.

(d) The invalidity or unenforceability of any provision hereby shall not affect the validity or enforceability of any other provisions.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written.

LKQ CORPORATION
By:	/s/ Victor M. Casini
Name:	Victor M. Casini
Title:	Senior Vice President
CONSULTANT
/s/ Mark T. Spears
Mark T. Spears
Address:

EX-10.2

Exhibit 10.2

AMENDED AND RESTATED

CONSULTING AGREEMENT

This Amended and Restated Consulting Agreement (the “Agreement”) dated as of this 21 ^st day of May, 2009 between LKQ Corporation, a Delaware corporation (hereinafter referred to as the “Company”), and Joseph M. Holsten (hereinafter referred to as “Consultant”).

WITNESSETH

WHEREAS, Consultant and the Company are parties to the Consulting Agreement dated as of January 11, 2008 and as amended pursuant to an Amendment Agreement dated as of March 2, 2009, pursuant to which Consultant agreed to perform, and the Company agreed to engage Consultant to perform, certain consulting services for a period of time after Consultant is no longer an employee of the Company; and

WHEREAS, Consultant and the Company desire to amend and restate the Consulting Agreement upon the terms and conditions set forth herein.

NOW, THEREFORE, for and in consideration of the mutual covenants contained herein, the Company hereby agrees to engage Consultant and Consultant hereby agrees to accept such engagement upon the following terms and conditions:

1. Term. The “Term” shall mean the period commencing on the date that Consultant ceases to be an employee of the Company or any of its affiliates and ending on the earlier of the fifth year anniversary of such date or the death of Consultant, unless earlier terminated by Consultant for any reason or by the Company for “Cause” (as defined in the Company’s 1998 Equity Incentive Plan).

2. Duties and Responsibilities. During the Term, Consultant shall consult with the Company’s Board of Directors regarding the Company’s strategies and operations. During the Term, the Company shall not require Consultant to devote more than three business days per month toward Consultant’s duties and responsibilities under this Agreement. After the Term, neither the Company nor Consultant shall have any further obligations hereunder except, in the case of Consultant, the obligations pursuant to paragraph 4 hereof.

3. Compensation During the Term. During the Term, the Company agrees (a) to pay Consultant at the rate of $290,000 annually in periodic installments, and (b) to provide for the continuation, at the Company’s expense (subject to contributions by Consultant at the same rate as employees of the Company), of substantially the same health benefits in effect for Consultant immediately prior to the commencement of the Term. In addition, notwithstanding any provision to the contrary in the Company’s Long Term Incentive Plan (the “LTIP”), Consultant shall be entitled to receive the payments relating to the Deferred Award (as defined in the LTIP) for the January 1, 2006 to December 31, 2008 performance period in accordance with the terms of the LTIP, if (a) Consultant is either an employee of the Company or a consultant to the Company pursuant to the Consulting Agreement at the time such Deferred Award vests, or (b) Consultant is otherwise entitled to such payments pursuant to the terms of the LTIP.

4. Non-Competition and Confidentiality. Consultant agrees that:

(a) During the five year period that initially comprises the Term (notwithstanding any earlier termination of the Term in accordance with paragraph 1 hereof), the Consultant shall not (i) engage in, represent, furnish consulting services to, be employed by or have any interest in (whether as owner, principal, lender, director, officer, partner, agent, consultant, shareholder, member or otherwise) any business which would be competitive with any business conducted by the Company, provided, however, that the Consultant may acquire and hold an aggregate of up to two percent of the outstanding shares of any corporation engaged in any such business if such shares are publicly traded in an established securities market, (ii) induce any customer of the Company or its subsidiaries to patronize any such competitive business or otherwise request or advise any such customer to withdraw, curtail or cancel any of its business with the Company or its subsidiaries, or (iii) solicit for employment, or assist any other person in soliciting for employment, any person employed by the Company or any of its affiliates, or (iv) use or disclose, except for the sole benefit of or with the written consent of the Company, any confidential information relating to the business, processes or products of the Company.

(b) If any provision of Section 4(a), as applied to any party or to any circumstances, is adjudged by a court to be invalid or unenforceable, the same shall in no way affect any other provision or any other part of this Agreement, the application of such provision in any other circumstances or the validity or enforceability of this Agreement. If any such provision, or any part thereof, is held to be unenforceable because of the duration of such provision or the area covered thereby, the parties agree that the court making such determination shall have the power to reduce the duration and/or area of such provision, and/or to delete specific words or phrases, and in its reduced form such provision shall then be enforceable. Upon breach of any provision of Section 4(a), the Company and Consultant shall be entitled to injunctive relief, since the remedy at law would be inadequate and insufficient. In addition, they shall be entitled to such damages as they can show they have sustained by reason of such breach.

5. Notices. Any notice required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been given when deposited in the U.S. Mail in a registered, postage prepaid envelope addressed, if to Consultant at Consultant’s address set forth below, and if to the Company, c/o General Counsel, 120 North LaSalle Street, Suite 3300, Chicago, Illinois 60602, or to such other addresses as either party shall designate by written notice to the other.

6. Assignment. Consultant may not assign Consultant’s rights or obligations hereunder. The rights and obligations of the Company hereunder shall inure to the benefit of and shall be binding upon its successors and assigns.

7. Independent Contractor. During the Term, Consultant shall be an independent contractor, not an employee or agent, of the Company. Nothing in this Agreement shall render Consultant an employee or agent of the Company, nor authorize or empower Consultant to speak for, represent or obligate the Company in any way. Consultant shall execute and deliver to the Company any forms required by the Internal Revenue Service to indicate that the Company has no obligation to withhold any taxes with respect to Consultant during the Term.

8. (a) This Agreement shall be subject to and governed by the laws of the State of Illinois.

(b) Failure to insist upon strict compliance with any provision(s) hereof shall not be deemed a waiver of such provision(s) or any other provision hereof.

(c) This Agreement may not be modified except by an agreement in writing executed by the parties hereto.

(d) The invalidity or unenforceability of any provision hereby shall not affect the validity or enforceability of any other provisions.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written.

LKQ CORPORATION
By:	/s/ Victor M. Casini
Name:	Victor M. Casini
Title:	Senior Vice President
CONSULTANT
	/s/ Joseph M. Holsten
	Joseph M. Holsten
Address:

EX-99.1

Exhibit 99.1

Mark Spears to Step Down at Year End

CHICAGO, May 21, 2009 (GLOBE NEWSWIRE) — LKQ Corporation (Nasdaq:LKQX) today announced that Mark T. Spears, Executive Vice President and Chief Financial Officer, intends to resign at or about the end of 2009 to pursue personal interests. LKQ has begun a search for his successor. Mr. Spears confirmed that he will continue his duties until a successor is in place. “I will assist with the selection of our new CFO and will help train the new CFO to make the transition as smooth as possible. My target date is December 31, 2009, but I have pledged to remain as CFO as long as my services are needed.”

Speaking of Mr. Spears many contributions to LKQ, Joseph M. Holsten, President and CEO said, “Mark has been an integral part of LKQ for 10 years, and we greatly appreciate his professionalism, his service and his friendship. He is handing over his department in excellent shape, which should make this transition seamless.”

In addition, LKQ and Mr. Spears have entered into a Consulting Agreement that begins on the date of his resignation and continues for five years thereafter. Under the Consulting Agreement, Mr. Spears will provide consulting services as needed with respect to financial matters, including the Company’s financial statements and capital structure.

About LKQ Corporation

LKQ Corporation is the largest nationwide provider of aftermarket collision replacement products, recycled OEM products and refurbished OEM collision replacement products such as wheels, bumper covers and lights used to repair light vehicles. LKQ operates approximately 280 facilities offering its customers a broad range of replacement systems, components, and parts to repair automobiles and light–duty trucks and heavy-duty trucks.

Forward Looking Statements

The statements in this press release that are not historical in nature are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These include statements regarding our expectations, beliefs, hopes, intentions or strategies. Forward-looking statements involve risks and uncertainties, some of which are not currently known to us. Actual events or results may differ materially from those expressed or implied in the forward looking statements as a result of various factors.

These factors include:

• uncertainty as to changes in U.S. general economic activity and the impact of these changes on the demand for our products and our ability to obtain financing for operations;

• fluctuations in the pricing of new OEM replacement parts;

• the availability and cost of our inventory;

• variations in vehicle accident rates;

• changes in state or federal laws or regulations affecting our business;

• changes in the types of replacements parts that insurance carriers will accept in the repair process;

• changes in the demand for our products and the supply of our inventory due to severity of weather and seasonality of weather patterns;

• the amount and timing of operating costs and capital expenditures relating to the maintenance and expansion of our business, operations and infrastructure;

• increasing competition in the automotive parts industry;

• our ability to increase or maintain revenue and profitability at our facilities;

• uncertainty as to our future profitability on a consolidated basis;

• uncertainty as to the impact on our industry of any terrorist attacks or responses to terrorist attacks;

• our ability to operate within the limitations imposed by financing arrangements;

• our ability to obtain financing on acceptable terms to finance our growth;

• declines in the values of our assets;

• fluctuations in fuel and other commodity prices;

• fluctuations in the prices of scrap and other metals that could adversely affect our financial results;

• our ability to develop and implement the operational and financial systems needed to manage our operations;

• our ability to integrate and successfully operate acquired companies and any companies acquired in the future and the risks associated with these companies;

• the risk that Keystone’s business will not be integrated successfully or that we will incur unanticipated costs of integration;

• claims by original equipment manufacturers that attempt to restrict or eliminate the sale of aftermarket products;

• decreases in the supply of end of life and crush only vehicles that we process and sell for scrap; and

• other risks that are described in our Form 10-K filed February 27, 2009 and in other reports filed by us from time to time with the Securities and Exchange Commission.

You should not place undue reliance on the forward looking statements. We assume no obligation to update any forward-looking statement to reflect events or circumstances arising after the date on which it was made except as required by law.

CONTACT:

LKQ Corporation

Sarah Lewensohn, Director, Investor Relations

(312) 621-2793

“Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995:

Statements in this press release regarding LKQ Corporation’s business which are not

historical facts are “forward-looking statements” that involve risks and uncertainties,

some of which are not currently known to us. Actual events or results may differ

materially from those expressed or implied in the forward looking statements as a

result of various factors. These factors include those described in our filings with the

Securities and Exchange Commission.