LKQ (LKQ) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on May 6, 2026, with voting on directors, auditor ratification, executive compensation, and a charter amendment for special meetings.

• Shareholders can vote online, by phone, or by mail, and may submit questions during the meeting.

• The Board recommends voting for all proposals, including the right for holders of 25%+ of shares to call a special meeting.

Voting matters and shareholder proposals

• Election of eight directors for one-year terms.

• Ratification of Deloitte & Touche LLP as independent auditor for 2026.

• Advisory vote on 2025 executive compensation (say-on-pay).

• Approval of an amendment to allow shareholders with 25%+ of shares to request a special meeting.

Board of directors and corporate governance

• Board consists of eight directors, with recent refreshment and succession planning.

• Seven of eight nominees are independent; committees are fully independent.

• Board leadership is separated between Chairman and CEO.

• Stock ownership guidelines and no pledging/hedging policies are in place.

• Proxy access allows eligible shareholders to nominate directors.