Not independent
Tenure on this board
8.6 yrs
9 nominees · 4 ballot items.
Election of nine directors; advisory (non-binding) vote to approve executive compensation (Say-on-Pay); ratification of Ernst & Young LLP as independent auditors; and consideration of a shareholder proposal titled "Avoid Brand Damage due to Corporate Political Spending.
Annual election of nine director nominees to serve until the next annual meeting.
Non-binding Say-on-Pay advisory vote to approve the compensation of the Company’s Named Executive Officers as disclosed in the proxy statement.
This advisory (non-binding) proposal asks shareholders to approve the compensation paid to the Company’s Named Executive Officers (NEOs) as disclosed in the proxy statement, including the Compensation Discussion & Analysis, compensation tables, and narrative discussion. Management requests approval to validate its executive pay program, which emphasizes pay-for-performance with a mix of base salary, annual cash incentives tied to metrics (comparable store sales, operating income, ROIC), and long-term equity incentives (restricted shares and options). The Human Capital and Compensation Committee recommends a vote FOR, citing robust alignment between pay and company performance, long-term shareholder returns, and governance controls like clawback policy, stock ownership guidelines, and independent committee oversight. The recommendation notes that the vote is advisory and that the Committee will consider shareholder feedback in future determinations.
Shareholder ratification of the Audit Committee’s selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year ending December 31, 2026.
Shareholder proposal requesting an annual report disclosing the Company’s policies/procedures and monetary and non-monetary contributions/expenditures related to political campaign intervention and public influence (excluding lobbying), including recipients and amounts, posted on the website and presented to the board.
This shareholder proposal, submitted by John Chevedden, requests that O’Reilly prepare an annual public report detailing (1) policies/procedures governing corporate funds/assets used for contributions or expenditures that intervene in political campaigns or influence public opinion regarding elections, and (2) specific monetary and non-monetary contributions/expenditures (direct and indirect), including recipient identities and amounts, excluding lobbying. The proponent argues that greater transparency will protect the company’s reputation from brand damage caused by electoral spending—especially via trade associations, Super PACs, and 501(c)(4) organizations—and cites O’Reilly’s low CPA-Zicklin disclosure score as evidence of inadequate disclosure. Management and the Board oppose the proposal, asserting that O’Reilly’s election-related spending is minimal, largely industry-focused (e.g., right-to-repair), and already subject to legal disclosure requirements where applicable. The Board contends that producing the requested report would impose disproportionate costs and administrative burdens relative to the immaterial benefits to shareholders, and recommends a vote AGAINST. The substantive controversy centers on whether voluntary, standardized disclosure of corporate political spending beyond existing regulatory requirements materially benefits shareholders by enabling assessment of reputational and policy alignment risks, particularly given third-party indices and peer company practices showing rising investor demand for such transparency.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 6.61% | 54,742,060 | $5.1B |
| 2 | STATE STREET CORP | 4.43% | 36,720,286 | $3.4B |
| 3 | BlackRock, Inc. | 2.98% | 24,694,334 | $2.3B |
| 4 | GEODE CAPITAL MANAGEMENT, LLC | 2.64% | 21,912,115 | $2.0B |
| 5 | BlackRock, Inc. | 2.22% | 18,412,161 | $1.7B |
| 6 | PRINCIPAL FINANCIAL GROUP INC | 2.05% | 17,001,819 | $1.6B |
| 7 | VANGUARD PORTFOLIO MANAGEMENT LLC | 2.01% | 16,676,276 | $1.5B |
| 8 | Nuveen, LLC | 1.34% | 11,119,971 | $1.0B |
| 9 | FMR LLC | 1.30% | 10,771,562 | $994M |
| 10 | JENNISON ASSOCIATES LLC | 1.09% | 9,001,182 | $831M |
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