O REILLY AUTOMOTIVE INC 8-K

What Happened

• O’Reilly Automotive, Inc. (filed 8‑K on May 18, 2026) disclosed that on May 13 the Human Capital and Compensation Committee recommended and on May 14 the Board approved a stock option award with a grant‑date fair value of $2,000,000 for Greg Henslee, Executive Chairman. The option is granted at the closing market price on the grant date, vests 25% on each of the first four anniversaries subject to continued service, and expires 10 years after grant.
• At the Company’s Annual Meeting on May 14, 2026, shareholders elected nine directors to serve through the 2027 annual meeting (Greg Henslee; David O’Reilly; Thomas T. Hendrickson; Kimberly A. deBeers; Gregory D. Johnson; John R. Murphy; Dana M. Perlman; Maria A. Sastre; Fred Whitfield). Committee memberships and functions (Audit; Human Capital and Compensation; Corporate Governance/Nominating) remain unchanged.

Key Details

• Stock option award: $2,000,000 grant‑date fair value to Greg Henslee; exercise price = closing market price on grant date; 25% vests annually over 4 years; 10‑year term.
• Shares present/voting at meeting: 740,987,412 of 836,699,472 entitled to vote.
• Director vote examples: Greg Henslee — 648,415,986 for / 20,791,455 against / 603,428 abstain (71,176,543 broker non‑votes); Maria A. Sastre — 664,084,203 for / 5,012,735 against.
• Other votes: Advisory approval of 2025 NEO compensation — 613,777,069 for / 53,995,103 against; Ratification of Ernst & Young LLP as auditor — 695,116,311 for / 45,241,655 against; Shareholder proposal on political spending was defeated — 292,670,896 for / 369,391,768 against.

Why It Matters

• The grant aligns executive pay with stock performance via options that vest over four years, which investors can view as an alignment and retention measure.
• Election results and committee continuity indicate no board control change; large broker non‑vote totals reflect shares held by brokers where voting instructions were not given.
• The non‑binding advisory vote to approve NEO pay passed, and the company’s auditor was ratified, both signaling shareholder support on governance matters; a shareholder proposal on political spending was rejected.