O’Reilly Automotive (ORLY) Proxy filing summary

Executive summary

• Achieved 33rd consecutive year of positive comparable store sales growth, with a 4.7% increase in 2025 and a 10% rise in diluted EPS; net income reached $2.54B and total store count expanded to 6,585 across the U.S., Puerto Rico, Mexico, and Canada.

• Returned $2.1B to shareholders via share repurchases and invested $1.17B in capital expenditures; five-year total shareholder return was 302%.

• Completed a 15-for-1 forward stock split in 2025 to enhance stock accessibility.

• The 2026 Annual Meeting will be held virtually on May 14, 2026, with shareholders voting on four key proposals.

Voting matters and shareholder proposals

• Shareholders will vote to elect nine directors, approve executive compensation (Say-on-Pay), ratify Ernst & Young LLP as auditors, and consider a shareholder proposal on political spending transparency.

• Board recommends voting FOR all management proposals and AGAINST the shareholder proposal on political spending disclosure.

• The shareholder proposal requests annual disclosure of political contributions and policies; the Board opposes it, citing minimal political spending and existing compliance.

Board of directors and corporate governance

• Board consists of nine nominees with diverse backgrounds in retail, finance, law, and operations; six are independent under Nasdaq rules.

• Board leadership is separated between Executive Chairman and CEO; an Independent Lead Director was appointed in 2024.

• Three standing committees: Audit, Human Capital and Compensation, and Corporate Governance/Nominating, all composed of independent directors.

• Board and committee meetings had 100% attendance in 2025.

• Directors are subject to stock ownership guidelines and annual evaluations for effectiveness and succession planning.