O’Reilly Automotive (ORLY) Proxy Filing summary

Executive summary

• Achieved 32nd consecutive year of positive comparable store sales growth, with a 2.9% increase in 2024 and a 6% rise in diluted EPS, supported by $2.1 billion in share repurchases and expansion to 6,378 stores across North America.

• Entered the Canadian market through acquisition, continued robust capital investments, and maintained a five-year total shareholder return of 171%.

• Board refreshment underway with two directors not standing for re-election; nine nominees proposed for 2025.

Voting matters and shareholder proposals

• Shareholders will vote on: election of nine directors, advisory approval of executive compensation, amendment to increase authorized shares for a 15-for-1 stock split, ratification of Ernst & Young LLP as auditors, and a shareholder proposal to expand the executive pay clawback policy (Board recommends against the latter).

• Board recommends voting for all management proposals and against the shareholder clawback proposal, citing an already robust, compliant policy.

Board of directors and corporate governance

• Board comprises a mix of affiliated and independent directors, with all committees made up of independent members.

• Leadership structure separates Chairman and CEO roles; an Independent Lead Director was appointed in 2024.

• Board succession and refreshment are ongoing priorities, with a focus on diverse skills and backgrounds.

• Directors and executives are subject to rigorous stock ownership guidelines.