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, added 198 net new stores, and maintained a 5-year total shareholder return of 171%.

• Board refreshment underway, with two directors not standing for re-election and a new independent director nominee proposed.

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 strengthen the clawback policy.

• Board recommends voting FOR all management proposals and AGAINST the shareholder clawback policy proposal.

Board of directors and corporate governance

• Board consists of a mix of affiliated and independent directors, with all committees composed solely of independent directors.

• Board leadership structure separates Chairman and CEO roles, with an Independent Lead Director appointed in 2024.

• Committees oversee audit, compensation, governance, risk, and ESG matters; annual board and committee evaluations are conducted.

• Directors and executives are subject to robust stock ownership guidelines and a prohibition on hedging or pledging company securities.