STOCK TITAN
  1. Home
  2. Sec-filings
  3. LKQ
  4. [8-K] LKQ CORP Reports Material Event

LKQ (NASDAQ: LKQ) investors back 25% special meeting rights change

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

LKQ Corporation reported results from its May 6, 2026 Annual Meeting and changes to its governing documents. Stockholders approved a charter amendment giving holders of at least 25% of the common stock the right to request a special meeting, effective May 8, 2026. The board simultaneously adopted amended bylaws to set ownership and procedural requirements for such special-meeting requests.

All eight director nominees were elected, Deloitte & Touche LLP was ratified as independent auditor for fiscal 2026, and an advisory vote approved 2025 executive compensation. The charter amendment on special meeting rights received 232,193,525 votes for and 258,607 against.

Positive

  • None.

Negative

  • None.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Special meeting threshold 25% of common stock Ownership required to request special stockholder meeting
Charter amendment support 232,193,525 votes for Vote on special meeting rights amendment
Charter amendment opposition 258,607 votes against Vote on special meeting rights amendment
Auditor ratification for votes 227,860,645 Ratification of Deloitte & Touche LLP for fiscal 2026
Auditor ratification against votes 13,512,721 Ratification of Deloitte & Touche LLP for fiscal 2026
Say-on-pay for votes 225,721,561 Advisory vote on 2025 executive compensation
Say-on-pay against votes 6,644,195 Advisory vote on 2025 executive compensation
Director votes example 229,398,867 for Votes for director nominee Xavier Urbain
special meeting of stockholders financial
"provide stockholders holding a combined 25% or more of the Company’s common stock with the right to request a special meeting of stockholders"
A special meeting of stockholders is an unscheduled gathering called to let shareholders vote on specific, often urgent company decisions—like mergers, major asset sales, changes to the board, or amendments to governing rules. Think of it as an emergency town hall where owners cast ballots in person or by mail/online; outcomes can materially change a company’s strategy, control or value, so investors pay close attention and may need to vote or adjust holdings accordingly.
Restated Certificate of Incorporation regulatory
"approved an amendment (the “Charter Amendment”) to the Company’s Restated Certificate of Incorporation"
A restated certificate of incorporation is an updated, single-document version of a company’s founding rules that folds together the original charter and all later changes into one clear set of terms — like replacing a patchwork manual with a clean, revised edition. Investors care because it clarifies ownership details, voting rights, share classes and other legal rules that affect control, dividends and how value is created or diluted, so it can change the risks and benefits of owning the stock.
Amended and Restated Bylaws regulatory
"the Board approved Amended and Restated Bylaws of the Company reflecting an amendment of Section 3 of Article II"
A company’s amended and restated bylaws are its internal rulebook rewritten to include all changes in one updated document, replacing the old bylaws. For investors, this matters because the bylaws set how the board, shareholders and officers make decisions, hold votes and handle disputes; a new consolidated version can change voting rights, control mechanisms or procedures that affect corporate governance and the value or risk of an investment.
broker non-votes financial
"Votes For: 225,721,561 Votes Against: 6,644,195 Abstentions: 674,888 Broker Non-Votes: 8,931,511"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
advisory vote financial
"An advisory vote on the fiscal year 2025 compensation of the Company's named executive officers"
An advisory vote is a shareholder poll that expresses investors’ approval or concern about a company’s policy, executive pay, board decisions or other governance matters but does not legally force the company to act. Think of it like a customer survey: it signals investor sentiment and can pressure management to change course, so investors watch the result as a guide to future governance, risk and potential shifts in strategy.
Understanding 8-K Material Events →
0001065696--12-31false00010656962026-05-062026-05-060001065696lkq:CommonStockParValue.01PerShareMember2026-05-062026-05-060001065696lkq:EuroNotes2031Member2026-05-062026-05-06

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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 6, 2026
________________________ 
LKQ CORPORATION
(Exact name of registrant as specified in its charter)
_______________________ 
Delaware001-4200236-4215970
(State or other jurisdiction of
incorporation or organization)
(Commission
File Number)
(IRS Employer
Identification No.)
5846 Crossings Boulevard
Antioch, Tennessee
37013
(Address of principal executive offices)(Zip Code)
Registrant's telephone number, including area code: (615) 781-5200
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))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $.01 per shareLKQ
The Nasdaq Global Select Market
4.125% Notes due 2031LKQ31
The Nasdaq Global Select Market
Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company      ☐
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. o


Item 5.03Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
As further described below under Item 5.07 of this Current Report on Form 8-K, at the Annual Meeting of Stockholders (the “Annual Meeting”) of LKQ Corporation (the “Company”) held on May 6, 2026, the Company’s stockholders, upon the recommendation of the Company’s board of directors (the “Board”), approved an amendment (the “Charter Amendment”) to the Company’s Restated Certificate of Incorporation to provide stockholders holding a combined 25% or more of the Company’s common stock with the right to request a special meeting of stockholders. The Board previously had approved the Charter Amendment. On May 8, 2026, the Company filed a related Certificate of Amendment with the Secretary of State of the State of Delaware, and the Charter Amendment became effective on that date.

A more complete description of the Charter Amendment is set forth in “Proposal No. 4 - Approval of An Amendment to the Company’s Restated Certificate of Incorporation to Provide Stockholders Holding a Combined 25% or More of Our Common Stock with the Right to Request a Special Meeting of Stockholders” in the Company’s definitive proxy statement for the Annual Meeting (“Proposal No. 4”), which was filed with the Securities and Exchange Commission on March 24, 2026. Each of that description and the foregoing summary of the Charter Amendment set forth under this Item 5.03 does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Charter Amendment attached hereto as Exhibit 3.1, which is incorporated herein by reference.

In addition, as further described in Proposal No. 4, following approval of the Charter Amendment by the Company’s stockholders at the Annual Meeting, on May 6, 2026, the Board approved Amended and Restated Bylaws of the Company reflecting an amendment of Section 3 of Article II to provide for certain ownership and procedural requirements relating to the right of the requisite stockholders to request in writing that the Board call and hold a special meeting of the Company’s stockholders, as summarized in Proposal No. 4 and as set forth in the Charter Amendment. The Amendment and Restated Bylaws of the Company approved by the Board became effective upon the effectiveness of the Charter Amendment on May 8, 2026. This summary of the amendment of Section 3 of Article II reflected in the Amended and Restated Bylaws of the Company, as amended as of May 8, 2026, does not purport to be complete and is subject to, and qualified in its entirety by, the full text of such Amendment and Restated Bylaws attached hereto as Exhibit 3.2, which is incorporated herein by reference.
Item 5.07Submission of Matters to a Vote of Security Holders.
The Annual Meeting of the Company was held on May 6, 2026. The final results on each of the matters submitted to a vote of the security holders were as follows:
1.The election of eight directors to terms ending in 2027. The nominees for directors were elected based on the following votes:
NomineeVotes ForVotes AgainstAbstentionsBroker Non-Votes
Andrew C. Clarke229,151,803 3,747,573 141,268 8,931,511 
Meg A. Divitto199,790,226 32,290,645 959,773 8,931,511 
Sue Gove228,711,031 4,168,062 161,551 8,931,511 
Justin L. Jude229,402,461 3,515,808 122,375 8,931,511 
John W. Mendel224,547,098 8,364,300 129,246 8,931,511 
James S. Metcalf212,378,604 20,537,286 124,754 8,931,511 
Michael S. Powell214,621,357 18,294,635 124,652 8,931,511 
Xavier Urbain229,398,867 3,517,352 124,425 8,931,511 
2.The ratification of the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for fiscal year 2026. The appointment of Deloitte & Touche LLP was ratified pursuant to the following votes:
Votes For:227,860,645 
Votes Against:13,512,721 
Abstentions:598,789 



3.An advisory vote on the fiscal year 2025 compensation of the Company's named executive officers. The fiscal year 2025 compensation of the Company's named executive officers was approved pursuant to the following votes:
Votes For:225,721,561 
Votes Against:6,644,195 
Abstentions:674,888 
Broker Non-Votes:8,931,511 
4.The approval of an amendment to the Company's restated certificate of incorporation to provide stockholders holding a combined 25% or more of the Company's common stock with the right to request a special meeting of stockholders was approved pursuant to the following votes:
Votes For:232,193,525 
Votes Against:258,607 
Abstentions:588,512 
Broker Non-Votes:8,931,511 
Item 9.01Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number		Description of Exhibit
3.1
Certificate of Amendment to Restated Certificate of Incorporation of LKQ Corporation.
3.2
Amended and Restated Bylaws of LKQ Corporation, as amended as of May 8, 2026.
104Cover Page Interactive Data File (embedded within the Inline XBRL document).


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 8, 2026
LKQ CORPORATION
By: /s/ Matthew J. McKay
Matthew J. McKay
Senior Vice President, General Counsel and Corporate Secretary


Source: View Original Filing on SEC EDGAR

FAQ

What governance change did LKQ (LKQ) stockholders approve regarding special meetings?

LKQ stockholders approved a charter amendment allowing holders of at least 25% of common stock to request a special stockholder meeting. This new right became effective when the related Certificate of Amendment was filed on May 8, 2026.

When did LKQ’s charter amendment and bylaw changes become effective?

LKQ’s charter amendment and related bylaw changes became effective on May 8, 2026. The company filed a Certificate of Amendment in Delaware that day, and amended bylaws took effect simultaneously, implementing procedures for stockholders to request special meetings.

Were all LKQ director nominees elected at the 2026 Annual Meeting?

Yes, all eight director nominees were elected to terms ending in 2027. Each nominee, including Andrew C. Clarke and Xavier Urbain, received more votes for than against, with additional broker non-votes reported for each director line item.

Did LKQ stockholders ratify Deloitte & Touche as the 2026 auditor?

LKQ stockholders ratified Deloitte & Touche LLP as the independent registered public accounting firm for fiscal 2026. The proposal received 227,860,645 votes for, 13,512,721 against, and 598,789 abstentions, confirming continued engagement of the auditor.

How did LKQ shareholders vote on 2025 executive compensation (say-on-pay)?

Shareholders approved LKQ’s 2025 executive compensation in a non-binding advisory vote. The proposal received 225,721,561 votes for, 6,644,195 against, and 674,888 abstentions, with 8,931,511 broker non-votes recorded on this say-on-pay item.

How strong was support for LKQ’s new special meeting right proposal?

Support for LKQ’s special meeting right was very high. The charter amendment allowing 25% holders to request a special meeting received 232,193,525 votes for, only 258,607 against, and 588,512 abstentions, plus 8,931,511 broker non-votes reported.

Filing Exhibits & Attachments

6 documents

Other Documents