O’Reilly Automotive (ORLY) Proxy filing summary

Voting matters and shareholder proposals

• Nine director nominees are up for election at the annual meeting scheduled for May 14, 2026.

• An advisory vote on executive compensation is included on the ballot.

• Ratification of Ernst & Young LLP as independent auditors for the fiscal year ending December 31, 2026, is proposed.

• A shareholder proposal titled "Avoid Brand Damage due to Corporate Political Spending" will be considered.

• The board recommends voting for all director nominees, for executive compensation, for auditor ratification, and against the shareholder proposal.

Board of directors and corporate governance

• The slate of director nominees includes Greg Henslee, David O'Reilly, Thomas T. Hendrickson, Kimberly A. deBeers, Gregory D. Johnson, John R. Murphy, Dana M. Perlman, Maria A. Sastre, and Fred Whitfield.

Executive compensation and say-on-pay

• Shareholders are asked to cast an advisory vote to approve executive compensation practices.