{"url_path":"/sec/orly/8-k/2026-05-18/item-5-07","section_key":"item-5-07","section_title":"Item 5.07 Submission of Matters to a Vote of Security Holders**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-05-18","source_url":"https://www.sec.gov/Archives/edgar/data/898173/0000898173-26-000030-index.html","accession_number":"0000898173-26-000030","cik":"0000898173","ticker":"ORLY","issuer_name":"O REILLY AUTOMOTIVE INC","edgar_url":"https://www.sec.gov/Archives/edgar/data/898173/0000898173-26-000030-index.html","primary_entity_key":"0000898173","primary_entity_name":"O REILLY AUTOMOTIVE INC"},"word_count":485,"has_tables":true,"body_markdown":"**Item 5.07 – Submission of Matters to a Vote of Security Holders**\n\n​\n\nOf 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:\n\n​\n\n(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:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Number of Shares**\n\n**Name of Nominee**\n\n​\n\n**Voted For**\n\n​\n\n**Voted Against**\n\n​\n\n**Abstain**\n\n​\n\n**Broker Non-Votes**\n\nGreg Henslee\n\n​\n\n648,415,986\n\n​\n\n20,791,455\n\n​\n\n603,428\n\n​\n\n71,176,543\n\nDavid O’Reilly\n\n​\n\n657,799,298\n\n​\n\n11,417,507\n\n​\n\n594,064\n\n​\n\n71,176,543\n\nThomas T. Hendrickson\n\n​\n\n618,655,349\n\n​\n\n50,170,330\n\n​\n\n985,190\n\n​\n\n71,176,543\n\nKimberly A. deBeers\n\n​\n\n658,322,099\n\n​\n\n10,404,178\n\n​\n\n1,084,592\n\n​\n\n71,176,543\n\nGregory D. Johnson\n\n​\n\n651,505,957\n\n​\n\n17,708,963\n\n​\n\n595,949\n\n​\n\n71,176,543\n\nJohn R. Murphy\n\n​\n\n590,614,390\n\n​\n\n78,226,419\n\n​\n\n970,060\n\n​\n\n71,176,543\n\nDana M. Perlman\n\n​\n\n607,479,377\n\n​\n\n61,621,994\n\n​\n\n709,498\n\n​\n\n71,176,543\n\nMaria A. Sastre\n\n​\n\n664,084,203\n\n​\n\n5,012,735\n\n​\n\n713,931\n\n​\n\n71,176,543\n\nFred Whitfield\n\n​\n\n654,774,001\n\n​\n\n13,707,200\n\n​\n\n1,329,668\n\n​\n\n71,176,543\n\n​\n\n(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:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Number of Shares**\n\n**Voted For**\n\n​\n\n**Voted Against**\n\n​\n\n**Abstain**\n\n​\n\n**Broker Non-Votes**\n\n613,777,069\n\n​\n\n53,995,103\n\n​\n\n2,038,697\n\n​\n\n71,176,543\n\n​\n\n(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:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Number of Shares**\n\n**Voted For**\n\n​\n\n**Voted Against**\n\n​\n\n**Abstain**\n\n695,116,311\n\n​\n\n45,241,655\n\n​\n\n629,446\n\n​\n\n(d)\n\nThe shareholders voted against the shareholder proposal entitled “Avoid Brand Damage due to Corporate Political Spending.”  The voting results are as follows:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Number of Shares**\n\n**Voted For**\n\n​\n\n**Voted Against**\n\n​\n\n**Abstain**\n\n​\n\n**Broker Non-Votes**\n\n292,670,896\n\n​\n\n369,391,768\n\n​\n\n7,748,205\n\n​\n\n71,176,543\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**SIGNATURES**\n\nPursuant 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.\n\n​\n\n​\n\n​\n\n​\n\nDate: May 18, 2026\n\nO’REILLY AUTOMOTIVE, INC.\n\n​\n\n​\n\n​\n\n​\n\nBy:\n\n/s/ Jeremy A. Fletcher\n\n​\n\n​\n\nJeremy A. Fletcher\n\n​\n\n​\n\nExecutive Vice President and Chief Financial Officer\n\n​\n\n​\n\n(principal financial and accounting officer)\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​"}