O’Reilly Automotive (NASDAQ: ORLY) reports 2026 meeting votes and $2M option grant

Q: How many O’Reilly Automotive (ORLY) shares were entitled to vote at the 2026 Annual Meeting?

At the 2026 Annual Meeting, 836,699,472 shares of O’Reilly Automotive common stock were entitled to vote. Of these, 740,987,412 shares were present in person or by proxy, providing a strong quorum for voting on directors and proposals.

Q: Did O’Reilly Automotive (ORLY) shareholders ratify the 2026 independent auditors?

Shareholders ratified Ernst & Young LLP as O’Reilly Automotive’s independent auditors for the fiscal year ending December 31, 2026. The ratification received 695,116,311 votes for , 45,241,655 votes against , and 629,446 abstentions.

Q: What was the outcome of the shareholder proposal at O’Reilly Automotive’s 2026 meeting?

The shareholder proposal did not pass. It received 292,670,896 votes for , while 369,391,768 shares were voted against and 7,748,205 abstained, along with broker non‑votes. Because votes against exceeded votes for, the proposal failed.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

O’Reilly Automotive, Inc. reported results of its 2026 Annual Meeting and approved an equity award for its Executive Chairman. The Board granted Greg Henslee a stock option award with a grant date fair value of $2,000,000, exercisable at the closing market price on the grant date and vesting in four equal annual installments over four years, with a ten‑year term.

Shareholders elected nine directors to serve until the 2027 annual meeting, with each nominee receiving more votes for than against. Of 836,699,472 shares entitled to vote, 740,987,412 were represented in person or by proxy. Shareholders approved the Company’s advisory vote on executive compensation and ratified Ernst & Young LLP as independent auditors for the fiscal year ending December 31, 2026. A shareholder proposal received fewer votes for than against and was not approved.

8-K Event Classification

2 items: 5.02, 5.07

2 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

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.

Key Figures

Executive Chairman option award: $2,000,000 grant date fair value Shares entitled to vote: 836,699,472 shares Shares represented: 740,987,412 shares +4 more

7 metrics

Executive Chairman option award $2,000,000 grant date fair value Stock option award for Greg Henslee, approved May 14, 2026

Shares entitled to vote 836,699,472 shares Shares entitled to vote at 2026 Annual Meeting

Shares represented 740,987,412 shares Shares present in person or by proxy at Annual Meeting

Say-on-pay support 613,777,069 votes for Advisory vote on executive compensation at 2026 Annual Meeting

Auditor ratification votes for 695,116,311 votes for Ratification of Ernst & Young LLP as 2026 independent auditors

Shareholder proposal votes for 292,670,896 votes for Shareholder proposal that did not pass at 2026 Annual Meeting

Shareholder proposal votes against 369,391,768 votes against Votes opposing the shareholder proposal at 2026 Annual Meeting

Key Terms

grant date fair value, broker non-votes, independent auditors, Human Capital and Compensation Committee, +1 more

5 terms

grant date fair value financial

"recommended a stock option award with a grant date fair value of $2,000,000"

The grant date fair value is the estimated dollar worth of a stock-based award (such as stock options or restricted shares) at the exact moment it is given to an employee or contractor. Investors care because companies use that value to record compensation expenses and to show how much potential ownership and earnings dilution those awards could create—think of it as the price tag placed on a gift card when it is handed over so the company can report the cost now.

broker non-votes financial

"Abstain | Broker Non-Votes Greg Henslee | 648,415,986 ... | 71,176,543"

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.

independent auditors regulatory

"ratify the appointment of Ernst & Young LLP, as the Company’s independent auditors"

Independent auditors are outside, licensed accountants who examine a company’s books, records and internal controls and issue an objective opinion on whether the financial statements accurately reflect the business’s financial position. Investors treat their report like a neutral inspector’s stamp — it increases trust, makes financial results easier to compare, and alerts readers if there are errors, omissions or other problems that could affect investment decisions.

Human Capital and Compensation Committee financial

"the Human Capital and Compensation Committee of the Board of Directors"

Annual Meeting of Shareholders regulatory

"At the Company’s 2026 Annual Meeting of Shareholders (the “Annual Meeting”)"

A yearly gathering where a company’s owners (shareholders) vote on key items like electing the board, approving executive pay, and ratifying auditors, and receive updates on performance and strategy. Think of it as an annual town hall for owners: it matters to investors because outcomes and disclosures can affect leadership, corporate direction, dividend and governance policies, and therefore the company’s risk and potential return.

Understanding 8-K Material Events →

05/18/2026 - 04:36 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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 14, 2026

O’Reilly Automotive, Inc.

(Exact name of registrant as specified in its charter)


Missouri	000-21318	27-4358837
(State or other jurisdiction	Commission file	(I.R.S. Employer
of incorporation or organization)	number	Identification No.)

233 South Patterson Avenue

Springfield, Missouri 65802

(Address of principal executive offices, Zip code)

(417) 862-6708

(Registrant’s telephone number, including area code)

Not applicable

(Former name, former address and former fiscal year, 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):

☐ 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 Class	Trading Symbol(s)	Name of Each Exchange on which Registered
Common Stock $0.01 par value	ORLY	The NASDAQ Stock Market LLC
		(NASDAQ Global Select Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of Securities Act of 1933 (230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (240.12b-2).

☐ 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. ☐

Section 5 – Corporate Governance and Management

Item 5.02 – Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On May 13, 2026, the Human Capital and Compensation Committee of the Board of Directors (the “Board”) of O’Reilly Automotive, Inc. (the “Company”) recommended a stock option award with a grant date fair value of $2,000,000 for Greg Henslee, Executive Chairman of the Board. The Board approved the award on May 14, 2026. The stock option award is granted at an exercise price equal to the closing market price of the Company’s common stock on the date of the grant and vests and becomes exercisable with respect to 25% of the covered shares on each of the first four anniversaries of the date of the grant, subject to Mr. Henslee’s continued service. The stock option award expires and ceases to be exercisable ten years after the date of the grant.

At the Company’s 2026 Annual Meeting of Shareholders (the “Annual Meeting”) held on May 14, 2026, the Company’s shareholders elected Greg Henslee, David O’Reilly, Thomas T. Hendrickson, Kimberly A. deBeers, Gregory D. Johnson, John R. Murphy, Dana M. Perlman, Maria A. Sastre, and Fred Whitfield to serve as members of the Company’s Board until the annual meeting of the Company’s shareholders in 2027 and until his or her successor has been duly elected and qualified.

The members of the Board’s Audit Committee, Human Capital and Compensation Committee, and Corporate Governance/Nominating Committee remain unchanged. The purposes and functions of the respective committees remain unchanged.

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

Of the 836,699,472 shares entitled to vote at the Annual Meeting, 740,987,412 shares were present in person or by proxy. At the Annual Meeting, the shareholders were asked to vote on three Company proposals and one shareholder proposal. A brief description of each proposal, along with the outcome and tabulation of voting results, is set forth below:

(a)

The individuals listed in the table below were elected as directors, to hold office until the annual meeting of the Company’s shareholders in 2027 and until his or her successor has been duly elected and qualified. The voting results for each such director are as follows:


	Number of Shares
Name of Nominee	Voted For	Voted Against	Abstain	Broker Non-Votes
Greg Henslee	648,415,986	20,791,455	603,428	71,176,543
David O’Reilly	657,799,298	11,417,507	594,064	71,176,543
Thomas T. Hendrickson	618,655,349	50,170,330	985,190	71,176,543
Kimberly A. deBeers	658,322,099	10,404,178	1,084,592	71,176,543
Gregory D. Johnson	651,505,957	17,708,963	595,949	71,176,543
John R. Murphy	590,614,390	78,226,419	970,060	71,176,543
Dana M. Perlman	607,479,377	61,621,994	709,498	71,176,543
Maria A. Sastre	664,084,203	5,012,735	713,931	71,176,543
Fred Whitfield	654,774,001	13,707,200	1,329,668	71,176,543

(b)

The shareholders voted to approve, by a non-binding, advisory vote, the 2025 compensation of the Company’s Named Executive Officers (NEOs). The voting results are as follows:


Number of Shares
Voted For	Voted Against	Abstain	Broker Non-Votes
613,777,069	53,995,103	2,038,697	71,176,543

(c) The shareholders voted to ratify the appointment of Ernst & Young LLP, as the Company’s independent auditors for the fiscal year ending December 31, 2026. The voting results are as follows:


Number of Shares
Voted For	Voted Against	Abstain
695,116,311	45,241,655	629,446

(d)

The shareholders voted against the shareholder proposal entitled “Avoid Brand Damage due to Corporate Political Spending.” The voting results are as follows:


Number of Shares
Voted For	Voted Against	Abstain	Broker Non-Votes
292,670,896	369,391,768	7,748,205	71,176,543

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Date: May 18, 2026	O’REILLY AUTOMOTIVE, INC.

	By:	/s/ Jeremy A. Fletcher
		Jeremy A. Fletcher
		Executive Vice President and Chief Financial Officer
		(principal financial and accounting officer)

Source: View Original Filing on SEC EDGAR

FAQ

What equity award did O’Reilly Automotive (ORLY) grant its Executive Chairman?

O’Reilly Automotive’s Board approved a stock option award with a $2,000,000 grant date fair value for Executive Chairman Greg Henslee. The options vest 25% per year over four years and expire ten years from the grant date, subject to his continued service.

How many O’Reilly Automotive (ORLY) shares were entitled to vote at the 2026 Annual Meeting?

At the 2026 Annual Meeting, 836,699,472 shares of O’Reilly Automotive common stock were entitled to vote. Of these, 740,987,412 shares were present in person or by proxy, providing a strong quorum for voting on directors and proposals.

Were O’Reilly Automotive’s 2026 director nominees elected by shareholders?

Yes, all nine director nominees of O’Reilly Automotive were elected. Each nominee, including Greg Henslee and David O’Reilly, received more votes for than against, with additional abstentions and broker non‑votes recorded but not preventing their election.

Did O’Reilly Automotive (ORLY) shareholders ratify the 2026 independent auditors?

Shareholders ratified Ernst & Young LLP as O’Reilly Automotive’s independent auditors for the fiscal year ending December 31, 2026. The ratification received 695,116,311 votes for, 45,241,655 votes against, and 629,446 abstentions.

How did O’Reilly Automotive (ORLY) shareholders vote on executive compensation in 2026?

Shareholders approved O’Reilly Automotive’s advisory vote on executive compensation. The proposal received 613,777,069 votes for, 53,995,103 against, and 2,038,697 abstentions, along with broker non‑votes, indicating overall shareholder support for the compensation program.

What was the outcome of the shareholder proposal at O’Reilly Automotive’s 2026 meeting?

The shareholder proposal did not pass. It received 292,670,896 votes for, while 369,391,768 shares were voted against and 7,748,205 abstained, along with broker non‑votes. Because votes against exceeded votes for, the proposal failed.

Filing Exhibits & Attachments

3 documents