8-K current report · filed May 18, 2026

O’Reilly Automotive (ORLY) 8-K Current Report: May 18, 2026

Short answer

O’Reilly Automotive (ORLY) filed an 8-K current report with the SEC on May 18, 2026 reporting Item 5.02 (Departure/Election of Directors or Officers), Item 5.07 (Submission of Matters to a Vote of Security Holders). Executive Chairman Greg Henslee received a $2 million stock-option award.

O’Reilly Automotive 8-K event analysis

AI summary of each reported item and its exhibits

Item 5.02 · Departure/Election of Directors or Officers

  • Executive Chairman Greg Henslee received a $2 million stock-option award
  • Options vest 25% annually over four years, contingent on continued service
  • Exercise price equals closing market price on grant date; options expire after 10 years
  • Shareholders reelected nine directors through the 2027 annual meeting
  • Board committee memberships and responsibilities remain unchanged

Item 5.07 · Submission of Matters to a Vote of Security Holders

  • All nine director nominees elected through 2027; John R. Murphy received the strongest opposition with 78,226,419 votes against
  • 2025 executive compensation approved on a non-binding basis, with 613,777,069 votes for
  • Ernst & Young LLP auditor appointment ratified for fiscal 2026, with 695,116,311 votes for
  • Shareholder political-spending proposal rejected, with 369,391,768 votes against versus 292,670,896 for
  • 740,987,412 of 836,699,472 eligible shares participated, indicating approximately 89% voting turnout

Generated from the filing text and exhibits; verify against the original. What 8-K item codes mean

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