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
Date of Report (date of earliest event reported):
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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):
Securities registered pursuant to Section 12(b) of the Act:
(NASDAQ Global Select Market) |
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).
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. ☐
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 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 (the “Award”) and, in conjunction with the Award’s cancellation, approved a cash-based award, with an equivalent grant-date fair value of the Award. The cash-based award will be paid to Mr. Johnson upon his retirement from the Company in early 2024.
Section 8 – Other Events
Item 8.01 – Other Events
On November 16, 2023, the Board also announced that it approved a resolution to increase the authorization amount under its share repurchase program by an additional $2.0 billion, raising the aggregate authorization under the program to $25.75 billion. The additional $2.0 billion authorization is effective for a three-year period, beginning on November 16, 2023. Stock repurchases under the program may be made from time to time, as the Company deems appropriate, solely through open market repurchases effected through a broker dealer at prevailing market prices, based on a variety of factors such as price, corporate requirements and overall market conditions. There can be no assurance as to the number of shares the Company will purchase, if any. The share repurchase program may be increased or otherwise modified, renewed, suspended or terminated by the Company at any time, without prior notice.
Document and Entity Information Document and Entity Information |
Nov. 16, 2023 |
|---|---|
| Cover Page | |
| Document type | 8-K |
| Amendment flag | false |
| Document period end date | Nov. 16, 2023 |
| Entity registrant name | O Reilly Automotive Inc |
| Entity central index key | 0000898173 |
| Entity incorporation, state | MO |
| Entity file number | 000-21318 |
| Entity tax identification number | 27-4358837 |
| Entity address | 233 South Patterson Avenue |
| Entity address, city | Springfield |
| Entity address, state | MO |
| Entity address, postal zip code | 65802 |
| City area code | 417 |
| Local phone number | 862-6708 |
| Written communications | false |
| Soliciting material | false |
| Pre-commencement tender offer | false |
| Pre-commencement issuer tender offer | false |
| Title of 12(b) security | Common Stock |
| Trading symbol | ORLY |
| Security exchange name | NASDAQ |
| Entity emerging growth company | false |
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