LKQ (LKQ) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for May 7, 2025, will be held virtually, allowing shareholders to vote and submit questions online.

• Key business includes electing 11 directors, ratifying Deloitte & Touche LLP as auditor, advisory vote on executive compensation, and a shareholder proposal on special meetings.

• Board recommends voting FOR all director nominees, auditor ratification, and executive compensation; no recommendation on the shareholder proposal.

• Shareholders of record as of March 11, 2025, are eligible to vote; multiple voting methods are available.

Voting matters and shareholder proposals

• Proposal 1: Election of 11 directors for one-year terms.

• Proposal 2: Ratification of Deloitte & Touche LLP as independent auditor for 2025.

• Proposal 3: Advisory vote on named executive officer compensation (say-on-pay).

• Proposal 4: Advisory vote on a shareholder proposal to allow holders of 10% of shares to call a special meeting; Board makes no recommendation.

Board of directors and corporate governance

• Board consists of 11 nominees, 10 of whom are independent; diverse backgrounds and expertise.

• Recent board refreshment: 4 new independent directors since July 2024; succession planning in place.

• Chairman and CEO roles are separated; strong focus on board evaluations and director education.

• Proxy access bylaw allows eligible shareholders to nominate directors.