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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): August 20, 2025
________________________
LKQ CORPORATION
(Exact name of registrant as specified in its charter)
_______________________
| | | | | | | | | | | | | | | | | | | | |
| Delaware | 001-42002 | | 36-4215970 |
(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):
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | 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)) |
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| ☐ | 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 class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Common Stock, par value $.01 per share | | LKQ | | The Nasdaq Global Select Market |
| 4.125% Notes due 2031 | | LKQ31 | | 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
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On August 20, 2025, Guhan Subramanian, Chairman of the Board of Directors of LKQ Corporation (the “Company”), notified the Company’s Board of Directors of his decision to step down as the Company’s Chairman, effective as of the appointment of his successor, and to retire from the Company’s Board of Directors as of January 1, 2026. Also on August 20, 2025, the Company’s Board of Directors appointed John Mendel to succeed Mr. Subramanian as Chairman of the Board, effective immediately. Mr. Subramanian will continue to serve as a Director of the Company until his retirement on January 1, 2026.
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| Item 7.01 | Regulation FD Disclosure. |
On August 21, 2025, the Company issued a press release announcing Mr. Mendel’s appointment as the Company’s Chairman of the Board. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information in this Item 7.01, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section and shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise expressly stated in such filing.
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| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| | | | | | | | |
Exhibit
Number | | Description of Exhibit |
99.1 | | LKQ Corporation Press Release dated August 21, 2025. |
| 104 | | Cover 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: August 21, 2025
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| |
| LKQ CORPORATION |
| |
| By: | /s/ Matthew J. McKay |
| Matthew J. McKay |
| Senior Vice President, General Counsel and Corporate Secretary |
