1)
|
Title of each class of securities to which transaction applies: __________________________________________
|
2)
|
Aggregate number of securities to which transaction applies: _________________________________________
|
3)
|
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the
|
4)
|
Proposed maximum aggregate value of transactions: ________________________________________________
|
5)
|
Total fee paid: ______________________________________________________________________________
|
1)
|
Amount previously paid: ______________________________________________________________________
|
2)
|
Form, Schedule or Registration Statement No.: _____________________________________________________
|
3)
|
Filing Party: ________________________________________________________________________________
|
4)
|
Date Filed: _________________________________________________________________________________
|
|
|
•
|
to elect as Directors the nine nominees named in the attached proxy statement;
|
•
|
to conduct an advisory (non-binding) vote on executive compensation;
|
•
|
to ratify the appointment of Ernst & Young LLP, as independent auditors for the fiscal year ending
December 31, 2018
;
|
•
|
to consider and act upon a shareholder proposal, if properly presented at the Annual Meeting; and
|
•
|
to transact such other business as may properly come before the meeting or any adjournments thereof.
|
TABLE OF CONTENTS
|
|
|
|
|
Page
|
|
|
(1)
|
To elect as Directors the nine nominees named in this proxy statement;
|
(2)
|
To conduct an advisory (non-binding) vote on executive compensation;
|
(3)
|
To ratify the appointment of Ernst & Young LLP, as independent auditors for the fiscal year ending
December 31, 2018
; and
|
(4)
|
A shareholder proposal entitled “Special Shareholder Meeting Improvement,” if properly presented.
|
(1)
|
Via Mail
: You may vote by properly completing and signing the enclosed proxy card and returning the card in the enclosed, postage-paid envelope. Please specify your choices on the proxy card by marking the appropriate boxes. Shares will be voted in accordance with your written instructions; however, it is not necessary to mark any boxes if you wish to vote in accordance with the Board’s recommendations, outlined further below. Mark, sign and date your proxy card and return it in the postage-paid envelope provided or send it to O’Reilly Automotive, Inc. Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.
|
(2)
|
Via the Internet:
You may vote on the Internet by visiting
www.proxyvote.com
. Have your proxy card in hand when you access the website and follow the instructions to obtain your records and create an electronic voting instruction form.
|
(3)
|
Via Telephone:
Using any touch-tone telephone, you may vote your shares by dialing toll-free: 1-800-690-6903.
Have your proxy card in hand when calling and follow the instructions.
|
(1)
|
FOR the election as Directors the nine nominees named in this proxy statement;
|
(2)
|
FOR the approval, by an advisory (non-binding) vote of the
2017
compensation of the Company’s Named Executive Officers;
|
(3)
|
FOR the ratification of the selection of Ernst & Young LLP, as the Company’s independent auditors for the fiscal year ending
December 31, 2018
; and
|
(4)
|
AGAINST the shareholder proposal entitled “Special Shareholder Meeting Improvement,” if properly presented.
|
Item of Business
|
|
Quorum Required
|
|
Voting Approval Standard
|
|
Effect of Abstention
(1)
|
|
Effect of Broker Non-Votes
(2)
|
Proposal 1:
Election of Directors
(3)
|
|
Yes
|
|
Affirmative vote of majority of shares present and entitled to vote
(4)
|
|
Vote against
|
|
Counted for quorum purposes; no effect on voting
|
Proposal 2:
Advisory vote on Executive Compensation
|
|
Yes
|
|
Affirmative vote of majority of shares present and entitled to vote
(4)
|
|
Vote against
|
|
Counted for quorum purposes; no effect on voting
|
Proposal 3:
Ratification of Selection of Independent Auditors
|
|
Yes
|
|
Affirmative vote of majority of shares present and entitled to vote
(4)
|
|
Vote against
|
|
Not applicable
|
Proposal 4:
Shareholder proposal entitled
“
Special Shareholder Meeting Improvement
”
|
|
Yes
|
|
Affirmative vote of majority of shares present and entitled to vote
(4)
|
|
Vote against
|
|
Counted for quorum purposes; no effect on voting
|
(1)
|
Proxies marked “ABSTAIN” will be deemed to be represented at the Annual Meeting and considered in determining whether the requisite number of affirmative votes are cast on such matter.
|
(2)
|
A broker non-vote occurs when a broker has not received voting instructions from the beneficial owner of shares, and the broker does not have, or declines to exercise, discretionary authority to vote those shares.
|
(3)
|
Cumulative voting is not allowed for Election of Directors.
|
(4)
|
“Shares present and entitled to vote” includes shares represented in person or by proxy at the Annual Meeting.
|
(1)
|
As reflected on such beneficial owner's Schedule 13G/A dated
January 24, 2018
, provided to the Company in accordance with the Exchange Act. Of the
6,987,704
shares reported, BlackRock, Inc. claimed sole voting power of
6,260,586
shares,
no
shared voting power, sole dispositive power of
6,987,704
shares and
no
shared dispositive power.
|
(2)
|
As reflected on such beneficial owner’s Schedule 13G/A dated
February 7, 2018
, provided to the Company in accordance with the Exchange Act. Of the
5,876,619
shares reported, The Vanguard Group claimed sole voting power of
121,741
shares, shared voting power of
23,628
shares, sole dispositive power of
5,733,055
shares and shared dispositive power of
143,564
shares.
|
(3)
|
As reflected on such beneficial owner’s Schedule 13G/A dated,
January 10, 2018
, provided to the Company in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These securities are owned by various individual and institutional investors, which T. Rowe Price Associates, Inc. (“Price Associates”) serves as investment advisor with power to direct investments and/or sole power to vote the securities. For purposes of the reporting requirements of the Exchange Act, Price Associates is deemed to be beneficial owner of such securities; however, Price Associates expressly disclaims that it is, in fact, the beneficial owner of such securities. Of the
4,444,609
shares reported, Price Associates claimed sole voting power of
1,416,137
shares,
no
shared voting power, sole dispositive power of
4,444,609
shares and
no
shared dispositive power. Price Associates acts as investment manager to collective trust accounts and directs the voting of such shares.
|
Name
|
|
Direct Ownership
|
|
Indirect Ownership
|
|
Current Exercisable Options
(a)
|
|
Total Ownership
(a)
|
|
Percent of Class
|
||||
David O'Reilly
(b)
|
|
107,428
|
|
|
827,893
|
|
|
50,000
|
|
|
985,321
|
|
|
1.17%
|
Charles H. O'Reilly Jr.
(c)
|
|
41,280
|
|
|
135,417
|
|
|
—
|
|
|
176,697
|
|
|
*
|
Larry O'Reilly
(d)
|
|
129,754
|
|
|
84,798
|
|
|
—
|
|
|
214,552
|
|
|
*
|
Rosalie O'Reilly Wooten
(e)
|
|
38,628
|
|
|
273,384
|
|
|
—
|
|
|
312,012
|
|
|
*
|
Jay D. Burchfield
(f)
|
|
18,572
|
|
|
—
|
|
|
—
|
|
|
18,572
|
|
|
*
|
Thomas T. Hendrickson
(f)
|
|
4,039
|
|
|
—
|
|
|
—
|
|
|
4,039
|
|
|
*
|
Paul R. Lederer
(g)
|
|
10,124
|
|
|
6,925
|
|
|
—
|
|
|
17,049
|
|
|
*
|
John R. Murphy
(f)
|
|
3,255
|
|
|
—
|
|
|
—
|
|
|
3,255
|
|
|
*
|
Dana M. Perlman
(h)
|
|
320
|
|
|
—
|
|
|
—
|
|
|
320
|
|
|
*
|
Ronald Rashkow
(f)
|
|
6,030
|
|
|
—
|
|
|
—
|
|
|
6,030
|
|
|
*
|
Greg Henslee
(i)
|
|
8,754
|
|
|
28,407
|
|
|
273,376
|
|
|
310,537
|
|
|
*
|
Greg D. Johnson
(j)
|
|
3,994
|
|
|
938
|
|
|
17,485
|
|
|
22,417
|
|
|
*
|
Jeff M. Shaw
(k)
|
|
24,305
|
|
|
5,590
|
|
|
42,011
|
|
|
71,906
|
|
|
*
|
Thomas McFall
(l)
|
|
5,363
|
|
|
421
|
|
|
155,453
|
|
|
161,237
|
|
|
*
|
All Directors and executive officers as a group (25 persons)
|
|
411,207
|
|
|
1,376,106
|
|
|
798,323
|
|
|
2,585,636
|
|
|
3.07%
|
*
|
denotes less than 1.0%
|
(a)
|
With respect to each person, assumes the exercise of all stock options held by such person that were exercisable within 60 days of
February 28, 2018
.
|
(b)
|
The stated number of directly owned shares includes
2,651
restricted shares awarded under the Company’s long-term incentive compensation plans. The stated number of indirectly owned shares includes
539,751
shares controlled by Mr. O’Reilly as trustee of a trust for the benefit of his children,
280,492
shares held in a Grantor Retained Annuity Trust (“GRAT”) and
7,650
shares held in the O’Reilly Employee Savings Plan with T. Rowe Price Investment Services, Inc. (“T. Rowe Price”) as trustee.
|
(c)
|
The stated number of indirectly owned shares includes
94,829
shares owned by Mr. O’Reilly’s spouse,
29,213
shares held in a GRAT and
11,375
shares held in a Charitable Remainder Annuity Trust. Of Mr. O’Reilly’s directly owned shares,
8,838
shares, and
88,327
shares of Mr. O’Reilly’s indirectly owned shares, which are held by Mr. O’Reilly’s spouse, are pledged against margin loans.
|
(d)
|
The stated number of indirectly owned shares includes
61,278
shares held in a GRAT and
23,520
shares controlled by Mr. O’Reilly in a family registered partnership. Of Mr. O’Reilly’s directly owned shares,
32,500
shares are pledged against margin loans.
|
(e)
|
The stated number of indirectly owned shares is held in a GRAT.
|
(f)
|
The stated number of directly owned shares includes
1,027
restricted shares awarded under the Company’s Director Stock Plan.
|
(g)
|
The stated number of directly owned shares includes
1,027
restricted shares awarded under the Company’s Director Stock Plan. The stated number of indirectly owned shares is owned by Mr. Lederer’s spouse.
|
(h)
|
The stated number of directly owned shares includes
320
restricted shares awarded under the Company’s Director Stock Plan.
|
(i)
|
The stated number of directly owned shares includes
1,239
restricted shares awarded under the Company’s long-term incentive compensation plan and
940
shares held in the O’Reilly Employee Stock Purchase Plan. The stated number of indirectly owned shares includes
23,402
shares held in a GRAT and
5,005
shares held in the O’Reilly Employee Savings Plan with T. Rowe Price as trustee.
|
(j)
|
The stated number of directly owned shares includes
1,881
shares held in the O’Reilly Employee Stock Purchase Plan. The stated number of indirectly owned shares is held in the O’Reilly Employee Savings Plan with T. Rowe Price as trustee.
|
(k)
|
The stated number of directly owned shares includes
3,116
shares held in the O’Reilly Employee Stock Purchase Plan. The stated number of indirectly owned shares is held in the O’Reilly Employee Savings Plan with T. Rowe Price as trustee.
|
(l)
|
The stated number of directly owned shares includes
3,276
shares held in the O’Reilly Employee Stock Purchase Plan. The stated number of indirectly owned shares is held in the O’Reilly Employee Savings Plan with T. Rowe Price as trustee.
|
Position
|
|
Minimum Ownership Requirement Multiple of Salary
|
Chief Executive Officer
|
|
5x
|
Co-Presidents
|
|
3x
|
Chief Financial Officer
|
|
3x
|
Executive Vice Presidents
|
|
3x
|
Senior Vice Presidents
|
|
2x
|
•
|
Serves as a liaison among other Directors, with the Company’s management, between Board committees and the Board;
|
•
|
Presides at Board meetings in the absence of the Chairman of the Board, or at the request of the Chairman of the Board;
|
•
|
Ensures Board leadership in the absence or incapacitation of the Chairman of the Board;
|
•
|
Chairs executive sessions involving only the independent Directors, develops the agenda for executive sessions to ensure that independent Directors have adequate opportunities for these meetings to be held and adequate time to discuss issues and communicates with the Company’s management, as appropriate, the results of the executive sessions;
|
•
|
Consults with the Chairman of the Board as to the appropriate schedules and agendas of Board meetings to ensure there is sufficient time available for serious discussion of appropriate topics proposed by the independent Directors;
|
•
|
Advises the Chairman of the Board on the conduct of Board meetings to facilitate teamwork and communication among independent and non-independent Directors;
|
•
|
Together with the Chairman of the Board, collaborates with the Company’s management to determine the information and materials provided to the Directors, so that the independent Directors have adequate resources, especially by way of full, timely and relevant information, to support their decision-making responsibilities;
|
•
|
Entitled to request materials from and receive notice of, and attend all, meetings of Board committees;
|
•
|
Collaborates with the Chairman of the Board and Corporate Governance/Nominating Committee on Board succession planning;
|
•
|
Is available to advise committee chairpersons in fulfilling their designated roles and responsibilities to the Board;
|
•
|
Acts as the focal point on the Board concerning issues such as corporate governance and suggestions from independent Directors and monitors and coordinates with the Company’s management on corporate governance issues and developments;
|
•
|
Collaborates with the Corporate Governance/Nominating Committee to ensure a succession plan is in place for the Company’s Chief Executive Officer;
|
•
|
Collaborates with the Board to guide the Company’s management on strategic issues and long-term planning;
|
•
|
Consults with the Chairman of the Board on such matters as are pertinent to the Board and the Company;
|
•
|
Is available for direct communication and consultation with shareholders, upon request through Board approved procedures; and
|
•
|
Performs such other duties as the Board or Chairman of the Board may delegate, from time to time.
|
Number of Members:
|
Five
|
Members:
|
John R. Murphy
(Chairman),
Jay D. Burchfield
,
Thomas T. Hendrickson
,
Paul R. Lederer
,
Ronald Rashkow
|
Number of Meetings During
2017
:
|
Eight
|
Number of Members:
|
Three
|
Members:
|
Jay D. Burchfield
(Chairman),
Paul R. Lederer
,
Ronald Rashkow
|
Number of Meetings During
2017
:
|
Four
|
Number of Members:
|
Three
|
Members:
|
Paul R. Lederer
(Chairman),
Jay D. Burchfield
,
John R. Murphy
|
Number of Meetings During
2017
:
|
Four
|
(i)
|
to establish criteria for the selection of Directors and to recommend to the Board the nominees for Director in connection with the Company's Annual Meeting of the shareholders;
|
(ii)
|
to take a leadership role in shaping the Company's corporate governance policies and to issue and implement the Corporate Governance Principles of the Company;
|
(iii)
|
to develop and coordinate annual evaluations of the Board, its committees and its members;
|
(iv)
|
to advise the Board regarding long-term Board succession; and
|
(v)
|
to adhere to all legal standards required by the SEC and Nasdaq.
|
•
|
a candidate’s qualification as “independent” under the federal securities laws and the rules and regulations of the SEC and Nasdaq applicable to the Board and each of its committees;
|
•
|
depth, breadth and diversity of experience within the Company’s industry and otherwise;
|
•
|
commitments outside of the Board and the ability to devote adequate time to Board and committee matters;
|
•
|
special areas of expertise;
|
•
|
accounting and financial knowledge;
|
•
|
willingness to apply sound and independent business judgment;
|
•
|
leadership ability;
|
•
|
experience in developing and assessing business strategies;
|
•
|
corporate governance expertise;
|
•
|
risk management skills; and
|
•
|
for incumbent members of the Board, the past performance of the incumbent director.
|
(i)
|
the name and address of record of the shareholder who intends to make the nomination;
|
(ii)
|
the class and number of shares of the capital stock that are beneficially owned by the shareholder on the date of such notice;
|
(iii)
|
the name, age, business and residential addresses, and principal occupation or employment of each proposed nominee;
|
(iv)
|
a description of all arrangements or understandings between the shareholder and each nominee, and other arrangements or understandings known to the shareholder, pursuant to which the nomination or nominations are to be made by the shareholder;
|
(v)
|
any other information regarding each proposed nominee that would be required to be included in a proxy statement filed with the SEC; and
|
(vi)
|
the written consent of each proposed nominee being so named to serve as a Director of the Company.
|
Annual fee
|
$65,000
|
Annual Independent Lead Director fee
|
$10,000
|
Committee Chairman fees
|
$10,000: Audit Committee
|
|
$7,500: Compensation Committee
|
|
$5,500: Corporate Governance/Nominating Committee
|
Board of Director meeting fees
|
$2,500 for attendance at each quarterly meeting of the Board
|
Special meeting fees
|
$1,000 for attendance at each special meeting of the Board
|
Restricted stock
|
In May of 2017, each independent Director was awarded a number of restricted shares valued at approximately $135,000. In November of 2017, Dana M. Perlman
(1)
was awarded a prorated number of restricted shares valued at approximately $67,500 for her prorated annual term. The restricted shares vest in equal annual installments over a three-year period commencing on the first anniversary of the award. In May of 2017, each independent Director received 525 restricted shares awarded at a price of $257.49 per share. In November of 2017, Ms. Perlman
(1)
received 320 restricted shares awarded at a price of $211.09 per share for her prorated annual term.
|
Non-qualified stock options
|
No stock option awards were granted during 2017.
|
(1)
|
Appointed by the Board to be a Director of the Board in November of 2017.
|
DIRECTOR COMPENSATION
|
||||||||||||||
Name
|
Fees Earned or Paid In Cash
($) |
Stock Awards
($) (a) |
Option Awards
($) |
Non-Equity Incentive Plan Compensation
($) |
Change in Pension Value and Nonqualified Deferred Compensation Earnings
|
All Other Compensation
($) (b) |
Total
($) |
|||||||
Charles H. O'Reilly Jr.
(c)
|
216,923
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
216,923
|
|
Larry O'Reilly
|
216,923
|
|
—
|
|
—
|
|
—
|
|
—
|
|
1,935
|
|
218,858
|
|
Rosalie O'Reilly Wooten
|
216,923
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
216,923
|
|
Jay D. Burchfield
|
85,250
|
|
135,182
|
|
—
|
|
—
|
|
—
|
|
—
|
|
220,432
|
|
Thomas T. Hendrickson
|
77,750
|
|
135,182
|
|
—
|
|
—
|
|
—
|
|
—
|
|
212,932
|
|
Paul R. Lederer
(c)
|
93,250
|
|
135,182
|
|
—
|
|
—
|
|
—
|
|
—
|
|
228,432
|
|
John R. Murphy
|
87,750
|
|
135,182
|
|
—
|
|
—
|
|
—
|
|
—
|
|
222,932
|
|
Dana M. Perlman
(d)
|
18,750
|
|
67,548
|
|
—
|
|
—
|
|
—
|
|
—
|
|
86,298
|
|
Ronald Rashkow
|
77,750
|
|
135,182
|
|
—
|
|
—
|
|
—
|
|
—
|
|
212,932
|
|
(a)
|
Stock awards granted to Directors represent restricted shares, which vest in equal annual installments over a
three
-year period commencing on the first anniversary of the award. The dollar value of stock awards represents the grant-date fair value of the awards based on the closing market price of the Company’s common stock on the date of the award. Please see Note 9 “Share-Based Compensation and Benefit Plans” to the Company’s Consolidated Financial Statements included on its Annual Report in Form 10-K for the fiscal year ended
December 31, 2017
, for further discussion of the accounting used in calculating share-based compensation expenses in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“ASC 718”). The table below summarizes the Directors’ outstanding restricted share awards as of
December 31, 2017
:
|
|
Stock Awards
|
|||||
Name
|
Number of Shares or Units of Stock That Have Not Vested
(#) |
|
Market Value of Shares or Units of Stock That Have Not Vested
($) |
|||
Jay D. Burchfield
|
1,027
|
|
(i)
|
|
247,035
|
|
Thomas T. Hendrickson
|
1,027
|
|
(i)
|
|
247,035
|
|
Paul R. Lederer
(c)
|
1,027
|
|
(i)
|
|
247,035
|
|
John R. Murphy
|
1,027
|
|
(i)
|
|
247,035
|
|
Dana M. Perlman
(d)
|
320
|
|
(ii)
|
|
76,973
|
|
Ronald Rashkow
|
1,027
|
|
(i)
|
|
247,035
|
|
(i)
|
Represents restricted shares granted on
May 6, 2015
,
May 4, 2016
,
May 10, 2017
and
November 9, 2017
. The restricted shares granted on
May 6, 2015
, vest in one installment of
192
shares on
May 6, 2018
. The restricted shares granted on
May 4, 2016
, vest in two installments of
155
shares each on
May 4, 2018
, and
May 4, 2019
. The restricted shares granted on
May 10, 2017
, vest in three installments of
175
shares each on
May 10, 2018
,
May 10, 2019
, and
May 10, 2020
.
|
(ii)
|
Represents restricted shares granted on
November 9, 2017
, which vest in two installments of
107
shares each on
November 9, 2018
, and
November 9, 2019
, and one installment of
106
shares on
November 9, 2020
.
|
(b)
|
The “All Other Compensation” column includes personal benefits valued at less than $10,000 and consisted of personal use of the Company plane.
|
(c)
|
Expected to retire from the Board at the end of the 2017 director term, consistent with the Board’s mandatory retirement age policy.
|
(d)
|
Appointed by the Board to be a Director of the Board in November of 2017 and all compensation received was for a prorated annual term.
|
•
|
David O'Reilly
- Chairman of the Board
|
•
|
Greg Henslee
- Chief Executive Officer and Director of the Board (appointed to be a director in November 2017) (Mr. Henslee has been nominated as Executive Vice Chairman of the Board and will serve in that role, subject to his election as a director at O’Reilly’s Annual Shareholders’ Meeting on May 8, 2018.)
|
•
|
Greg D. Johnson
- Co-President (Effective May 8, 2018, Mr. Johnson will be promoted to Chief Executive Officer and Co-President.)
|
•
|
Jeff M. Shaw
- Co-President (Effective May 8, 2018, Mr. Shaw will be promoted to Chief Operating Officer and Co-President.)
|
•
|
Tom McFall
-
Chief Financial Officer and Executive Vice President
|
•
|
recruiting and retaining qualified Team Members;
|
•
|
the career development and progression of Team Members;
|
•
|
management succession, in conjunction with the Company’s Corporate Governance/Nominating Committee; and
|
•
|
employment practices.
|
Peer Name
|
|
Peer Ticker Symbol
|
Advance Auto Parts, Inc.
|
|
AAP
|
Asbury Automotive Group, Inc.
|
|
ABG
|
AutoNation, Inc.
|
|
AN
|
AutoZone, Inc.
|
|
AZO
|
Bed Bath & Beyond, Inc.
|
|
BBBY
|
Big Lots, Inc.
|
|
BIG
|
CarMax, Inc.
|
|
KMX
|
Dick's Sporting Goods, Inc.
|
|
DKS
|
Dollar Tree, Inc.
|
|
DLTR
|
Fastenal Company
|
|
FAST
|
GameStop Corp.
|
|
GME
|
Genuine Parts Company
|
|
GPC
|
Group 1 Automotive, Inc.
|
|
GPI
|
The Michaels Companies, Inc.
|
|
MIK
|
Monro Muffler Brake, Inc.
|
|
MNRO
|
Office Depot, Inc.
|
|
ODP
|
Penske Automotive Group, Inc.
|
|
PAG
|
Ross Stores, Inc.
|
|
ROST
|
Tractor Supply Company
|
|
TSCO
|
Performance Metric
|
|
Weight
(%) |
|
Threshold
|
|
Target
|
|
Actual
|
|
Achievement
(%) |
||||||||
Comparable store sales
(a)
|
|
30
|
|
|
2.4
|
%
|
|
4.0
|
%
|
|
1.4
|
%
|
|
—
|
|
|||
Operating income (in thousands)
(b)
|
|
30
|
|
|
$
|
1,799,000
|
|
|
$
|
1,867,000
|
|
|
$
|
1,716,271
|
|
|
—
|
|
Return on invested capital
(c)
|
|
20
|
|
|
32.85
|
%
|
|
34.92
|
%
|
|
32.47
|
%
|
|
—
|
|
|||
Free cash flow (in thousands)
(d)
|
|
20
|
|
|
$
|
758,000
|
|
|
$
|
959,000
|
|
|
$
|
889,059
|
|
|
14.8
|
|
|
|
100
|
|
|
|
|
|
|
|
|
14.8
|
|
(a)
|
Calculated based on the change in sales of stores open at least one year and exclude sales of specialty machinery, sales to independent parts stores and sales to Team Members.
|
(b)
|
Calculated as operating income for the full year in the amount of $1,725,400 thousand, less $9,129 thousand, as the result of the expiration of the statute of limitations related to a legacy claim.
|
(c)
|
Calculated as net income plus interest expense, divided by the sum of average debt and average equity, less average cash.
|
(d)
|
Calculated as net cash provided by operating activities less capital expenditures and excess tax benefit from share-based compensation payments for the period.
|
Named Executive Officer
|
|
Base Salary
($) |
|
Target
(%) |
|
Target
($) |
|
Achievement
(%) |
|
Incentive Achieved
($) |
|||||
Chief Executive Officer
|
|
1,325,000
|
|
|
100
|
|
|
1,325,000
|
|
|
14.8
|
|
|
195,842
|
|
Co-Presidents
|
|
550,000
|
|
|
80
|
|
|
440,000
|
|
|
14.8
|
|
|
65,034
|
|
Chief Financial Officer
|
|
750,000
|
|
|
80
|
|
|
600,000
|
|
|
14.8
|
|
|
88,683
|
|
Named Executive Officer
|
Base Salary
|
Restricted Stock Awards
|
Stock Options
|
Non-Equity Incentive Compensation
|
Other Benefits
|
Total Compensation
|
||||||
Chairman of the Board
|
64
|
%
|
32
|
%
|
—
|
%
|
—
|
%
|
4
|
%
|
100
|
%
|
Chief Executive Officer
|
45
|
%
|
—
|
%
|
46
|
%
|
7
|
%
|
2
|
%
|
100
|
%
|
Co-President
|
44
|
%
|
—
|
%
|
47
|
%
|
6
|
%
|
3
|
%
|
100
|
%
|
Co-President
|
44
|
%
|
—
|
%
|
47
|
%
|
6
|
%
|
3
|
%
|
100
|
%
|
Chief Financial Officer
|
46
|
%
|
—
|
%
|
46
|
%
|
5
|
%
|
3
|
%
|
100
|
%
|
SUMMARY OF COMPENSATION
|
||||||||||||||||||
Name And
Principal Position |
Year
|
Salary
($) (a) |
Bonus
($) |
Stock Awards
($) (b) |
Option Awards
($) (c) |
Non-Equity Incentive Plan Compensation
($) (d) |
Change in Pension Value and Nonqualified Deferred Compensation Earnings
($) |
All Other Compensation
($) (e) |
Total
($) |
|||||||||
David O'Reilly
|
2017
|
|
683,000
|
|
—
|
|
344,735
|
|
—
|
|
—
|
|
—
|
|
43,429
|
|
1,071,164
|
|
Chairman of the Board
|
2016
|
|
644,615
|
|
—
|
|
325,039
|
|
—
|
|
—
|
|
—
|
|
47,272
|
|
1,016,926
|
|
2015
|
|
633,846
|
|
—
|
|
307,662
|
|
—
|
|
—
|
|
—
|
|
42,033
|
|
983,541
|
|
|
Greg Henslee
(f)
|
2017
|
|
1,313,462
|
|
—
|
|
—
|
|
1,324,580
|
|
195,842
|
|
—
|
|
53,050
|
|
2,886,934
|
|
Chief Executive Officer and Director of the Board
|
2016
|
|
1,238,461
|
|
—
|
|
—
|
|
1,250,025
|
|
2,042,341
|
|
—
|
|
54,667
|
|
4,585,494
|
|
2015
|
|
1,205,769
|
|
—
|
|
—
|
|
1,175,023
|
|
2,881,471
|
|
—
|
|
53,635
|
|
5,315,898
|
|
|
Greg D. Johnson
|
2017
|
|
519,230
|
|
—
|
|
—
|
|
549,809
|
|
65,034
|
|
—
|
|
34,036
|
|
1,168,109
|
|
Co-President
|
2016
|
|
342,308
|
|
—
|
|
—
|
|
255,973
|
|
457,484
|
|
—
|
|
23,156
|
|
1,078,921
|
|
2015
|
|
311,538
|
|
—
|
|
—
|
|
240,012
|
|
588,556
|
|
—
|
|
25,464
|
|
1,165,570
|
|
|
Jeff M. Shaw
|
2017
|
|
526,923
|
|
—
|
|
—
|
|
549,809
|
|
65,034
|
|
—
|
|
36,649
|
|
1,178,415
|
|
Co-President
|
2016
|
|
396,923
|
|
—
|
|
—
|
|
319,966
|
|
522,839
|
|
—
|
|
31,359
|
|
1,271,087
|
|
2015
|
|
388,846
|
|
—
|
|
—
|
|
304,036
|
|
745,504
|
|
—
|
|
31,059
|
|
1,469,445
|
|
|
Tom McFall
|
2017
|
|
745,385
|
|
—
|
|
—
|
|
749,799
|
|
88,683
|
|
—
|
|
48,454
|
|
1,632,321
|
|
Chief Financial Officer and Executive Vice President
|
2016
|
|
713,846
|
|
—
|
|
—
|
|
720,010
|
|
941,111
|
|
—
|
|
46,382
|
|
2,421,349
|
|
2015
|
|
698,462
|
|
—
|
|
—
|
|
680,035
|
|
1,334,060
|
|
—
|
|
41,462
|
|
2,754,019
|
|
(a)
|
The “Salary
”
column includes the portion of salary deferred at NEO’s election under the Company’s Profit Sharing and Savings Plan and/or Deferred Compensation Plan.
|
(
b)
|
The “Stock Awards
”
column refers to restricted share awards granted in
2015
,
2016
and
2017
, as further discussed in the “
Long-term, stock-based incentives”
section of the “
Compensation Discussion and Analysis
” portion of this proxy statement. All restricted shares awarded vest in equal installments over a three-year period commencing on the first anniversary of the award. The dollar value of stock awards represents the grant-date fair value of the awards based on the closing market price of the Company’s common stock on the date of the award. Please see Note 9 “Share-Based Compensation and Benefit Plans” to the Company’s Consolidated Financial Statements included in its Annual Report on Form 10-K for the fiscal year ended
December 31, 2017
, for further discussion of the accounting used in calculating share-based compensation expenses in accordance with ASC 718.
|
(c)
|
The “Option Awards” column refers to the option awards granted to the NEOs, which become exercisable with respect to 25% of the covered shares one year from the date of grant; 50% exercisable two years from the date of grant; 75% exercisable three years from the date of grant and the remainder become exercisable four years from the date of grant. The amounts recognized in the above table reflect the grant date fair value of stock option awards granted during
2017
,
2016
and
2015
. During the fiscal years ended December 31,
2017
,
2016
and
2015
,
no
option awards were forfeited by the named executives. The grant date fair value of option awards was determined using the Black-Scholes option-pricing model. The Black-Scholes model requires the use of assumptions, including expected volatility, expected life, the risk free rate and the expected dividend yield. Please see Note 9 “Share-Based Compensation and Benefit Plans” to the Company’s Consolidated Financial Statements included in its Annual Report on Form 10-K for the fiscal year ended
December 31, 2017
, for further discussion of these assumptions and the accounting used in calculating share-based compensation expenses in accordance with ASC 718.
|
(d)
|
The “Non-Equity Incentive Plan Compensation” column refers to the cash payouts under the Company’s annual performance incentive plan, which is paid in the year following the plan year. Detailed descriptions of the annual performance incentive plan can be found in the
“Incentive compensation plan”
section of the “
Compensation Discussion and Analysis
” portion of this proxy statement.
|
(e)
|
The “All Other Compensation” column includes the following:
|
Name
|
Year
|
Company Contributions to Deferred Compensation Plan
($) |
Company Contributions to Profit Sharing and Savings Plan
($) |
Medical Insurance Premium Reimbursement
($) |
Value of Company Paid Group Term Life Insurance
($) |
Stock Discount from Employee Stock Purchase Plan
($) |
Personal Use of Company Automobile or Allowance for Personal Automobile
($) |
Perquisites and Personal Benefits
($) (i) |
|||||||
David O'Reilly
|
2017
|
13,660
|
|
6,830
|
|
9,000
|
|
6,858
|
|
—
|
|
6,057
|
|
1,024
|
|
2016
|
12,892
|
|
6,446
|
|
9,000
|
|
6,858
|
|
—
|
|
6,209
|
|
5,867
|
|
|
|
2015
|
12,677
|
|
6,338
|
|
8,750
|
|
7,122
|
|
—
|
|
6,122
|
|
1,024
|
|
Greg Henslee
(f)
|
2017
|
18,000
|
|
—
|
|
9,000
|
|
2,322
|
|
11,963
|
|
4,724
|
|
7,041
|
|
2016
|
18,000
|
|
—
|
|
9,000
|
|
2,322
|
|
10,851
|
|
10,779
|
|
3,715
|
|
|
|
2015
|
21,974
|
|
—
|
|
8,750
|
|
2,370
|
|
10,189
|
|
5,039
|
|
5,313
|
|
Greg D. Johnson
|
2017
|
10,385
|
|
5,192
|
|
9,000
|
|
924
|
|
4,564
|
|
3,600
|
|
371
|
|
2016
|
1,712
|
|
4,519
|
|
9,000
|
|
722
|
|
2,969
|
|
3,867
|
|
367
|
|
|
|
2015
|
1,558
|
|
11,539
|
|
8,750
|
|
609
|
|
2,647
|
|
—
|
|
361
|
|
Jeff M. Shaw
|
2017
|
11,846
|
|
5,269
|
|
9,000
|
|
1,905
|
|
4,683
|
|
3,600
|
|
346
|
|
2016
|
8,925
|
|
4,846
|
|
9,000
|
|
924
|
|
3,482
|
|
3,675
|
|
507
|
|
|
|
2015
|
3,325
|
|
14,477
|
|
8,750
|
|
879
|
|
3,202
|
|
—
|
|
426
|
|
Tom McFall
|
2017
|
15,378
|
|
7,454
|
|
9,000
|
|
810
|
|
6,801
|
|
3,705
|
|
5,306
|
|
2016
|
14,277
|
|
7,138
|
|
9,000
|
|
810
|
|
6,258
|
|
3,748
|
|
5,151
|
|
|
|
2015
|
13,969
|
|
6,985
|
|
8,750
|
|
831
|
|
5,905
|
|
—
|
|
5,022
|
|
(i)
|
The “Perquisites and Personal Benefits” column for each NEO for each year included perquisites and personal benefits valued at less than $10,000 for each benefit, which consisted of, for certain NEOs but not necessarily all, personal use of the Company plane and/or club dues.
|
(f)
|
Greg Henslee
was appointed by the Board to be a Director of the Board in November of 2017 and receives no additional fees, over and above his annual salary and share-based compensation, for his service to the Board.
|
GRANTS OF PLAN BASED AWARDS
|
||||||||||||||||||||||
Name
|
Grant Date
|
Estimated Future Payouts Under Non-Equity Incentive Plan Awards
(a)
|
|
Estimated Future Payouts Under Equity Incentive Plan Awards
|
All Other Stock Awards: Number of Shares of Stock or Units
(#) (b) |
All Other Option Awards: Number of Securities Underlying Options
(#) (c) |
Exercise or Base Price of Option Awards
($/Sh) |
Grant Date Fair Value of Stock and Option Awards
($) |
||||||||||||||
Threshold
($) |
Target
($) |
Max
($) |
|
Threshold
(#) |
Target
(#) |
Max
(#) |
||||||||||||||||
David O'Reilly
|
2/2/2017
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
1,343
|
|
—
|
|
—
|
|
344,735
|
|
Greg Henslee
(d)
|
2/2/2017
|
—
|
|
1,325,000
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
2/2/2017
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
18,247
|
|
256.69
|
|
1,324,580
|
|
|
Greg D. Johnson
|
2/2/2017
|
—
|
|
440,000
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
2/2/2017
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
7,574
|
|
256.69
|
|
549,809
|
|
|
Jeff M. Shaw
|
2/2/2017
|
—
|
|
440,000
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
2/2/2017
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
7,574
|
|
256.69
|
|
549,809
|
|
|
Tom McFall
|
2/2/2017
|
—
|
|
600,000
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
2/2/2017
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
10,329
|
|
256.69
|
|
749,799
|
|
(a)
|
The “Estimated Future Payouts Under Non-Equity Incentive Plan Awards” - “Target” column refers to the potential cash payouts under the Company’s annual performance incentive plan for its executive officers, including the NEOs, for
2017
, which would be paid during
2018
. The Compensation Committee approved the goals for the
2017
incentive plans in
February 2017
. The payout amounts for each NEO for
2017
were reviewed and approved by the Compensation Committee and the Board in
February 2018
, upon completion of the consolidated financial statements for the fiscal year ended
December 31, 2017
. The “
Summary of Compensation
” table details amounts actually paid under the
2017
annual performance incentive plans in the
“Non-Equity Incentive Plan Compensation”
column, which were paid in the year following the plan year. A detailed description of the annual performance incentive plan can be found in the
“Incentive compensation plan”
section of the “
Compensation Discussion and Analysis
” portion of this proxy statement.
|
(b)
|
The “All Other Stock Awards: Number of Shares of Stock or Units” column refers to restricted share awards granted to NEOs, which vest in three equal installments on
February 2,
2018
,
2019
and
2020
.
|
(c)
|
The “All Other Option Awards: Number of Securities Underlying Options” column refers to stock option awards granted to the NEOs, which become exercisable with respect to 25% of the covered shares one year from the date of grant; 50% exercisable two years from the date of grant; 75% exercisable three years from the date of grant, while the remainder become exercisable four years from the date of grant.
|
(d)
|
Greg Henslee
was appointed by the Board to be a Director of the Board in November of 2017 and receives no additional fees, over and above his annual salary and share-based compensation, for his service to the Board.
|
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END
|
||||||||||||||||||||
|
Option Awards
|
|
Stock Awards
|
|||||||||||||||||
Name
|
Number of Securities Underlying Unexercised Options (#)
|
Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options
(#) |
Option Exercise Price
($) |
Option Expiration Date
|
|
Number of Shares or Units of Stock That Have Not Vested
(#) |
Market Value of Shares or Units of Stock That Have Not Vested
($) |
Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested
|
||||||||||||
Exercisable
|
Unexercisable
|
(#)
|
($)
|
|||||||||||||||||
David O'Reilly
|
25,000
|
|
—
|
|
|
—
|
|
28.69
|
|
2/10/2019
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
25,000
|
|
—
|
|
|
—
|
|
39.52
|
|
2/11/2020
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
|
2,720
(a)
|
|
654,269
|
|
—
|
|
—
|
|
Greg Henslee
(b)
|
50,000
|
|
—
|
|
|
—
|
|
28.69
|
|
2/10/2019
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
50,000
|
|
—
|
|
|
—
|
|
39.52
|
|
2/11/2020
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
|
48,206
|
|
—
|
|
|
—
|
|
58.21
|
|
2/8/2021
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
36,214
|
|
—
|
|
|
—
|
|
81.54
|
|
2/2/2022
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
33,846
|
|
—
|
|
|
—
|
|
92.65
|
|
1/31/2023
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
20,682
|
|
6,894
|
|
(c)
|
—
|
|
132.29
|
|
1/30/2024
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
11,544
|
|
11,544
|
|
(d)
|
—
|
|
192.65
|
|
1/29/2025
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
4,566
|
|
13,698
|
|
(e)
|
—
|
|
256.34
|
|
1/28/2026
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
18,247
|
|
(f)
|
—
|
|
256.69
|
|
2/2/2027
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
Greg D. Johnson
|
3,374
|
|
—
|
|
|
—
|
|
58.21
|
|
2/8/2021
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
2,537
|
|
—
|
|
|
—
|
|
81.54
|
|
2/2/2022
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
|
2,355
|
|
—
|
|
|
—
|
|
92.65
|
|
1/31/2023
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
1,439
|
|
479
|
|
(c)
|
—
|
|
132.29
|
|
1/30/2024
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
2,358
|
|
2,358
|
|
(d)
|
—
|
|
192.65
|
|
1/29/2025
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
935
|
|
2,805
|
|
(e)
|
—
|
|
256.34
|
|
1/28/2026
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
7,574
|
|
(f)
|
—
|
|
256.69
|
|
2/2/2027
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
Jeff M. Shaw
|
10,000
|
|
—
|
|
|
—
|
|
22.65
|
|
7/11/2018
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
3,615
|
|
—
|
|
|
—
|
|
58.21
|
|
2/8/2021
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
2,758
|
|
—
|
|
|
—
|
|
81.54
|
|
2/2/2022
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
15,000
|
|
—
|
|
|
—
|
|
90.79
|
|
12/13/2022
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
4,905
|
|
—
|
|
|
—
|
|
92.65
|
|
1/31/2023
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
5,265
|
|
1,755
|
|
(c)
|
—
|
|
132.29
|
|
1/30/2024
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
2,987
|
|
2,987
|
|
(d)
|
—
|
|
192.65
|
|
1/29/2025
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
1,169
|
|
3,506
|
|
(e)
|
—
|
|
256.34
|
|
1/28/2026
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
7,574
|
|
(f)
|
—
|
|
256.69
|
|
2/2/2027
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
Tom McFall
|
22,500
|
|
—
|
|
|
—
|
|
28.69
|
|
2/10/2019
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
30,000
|
|
—
|
|
|
—
|
|
39.52
|
|
2/11/2020
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
28,120
|
|
—
|
|
|
—
|
|
58.21
|
|
2/8/2021
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
21,140
|
|
—
|
|
|
—
|
|
81.54
|
|
2/2/2022
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
19,784
|
|
—
|
|
|
—
|
|
92.65
|
|
1/31/2023
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
12,034
|
|
4,011
|
|
(c)
|
—
|
|
132.29
|
|
1/30/2024
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
6,681
|
|
6,681
|
|
(d)
|
—
|
|
192.65
|
|
1/29/2025
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
2,630
|
|
7,890
|
|
(e)
|
—
|
|
256.34
|
|
1/28/2026
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
10,329
|
|
(f)
|
—
|
|
256.69
|
|
2/2/2027
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(a)
|
Represents restricted shares granted on
January 29, 2015
,
January 28, 2016
, and
February 2, 2017
. The restricted shares granted on
January 29, 2015
, vest in one installment of
532
shares on
January 29, 2018
. The restricted shares granted on
January 28, 2016
, vest in two installments of
423
shares on
January 28, 2018
, and
422
shares on
January 28, 2019
. The restricted shares granted on
February 2, 2017
, vest in two installments of
448
shares each on
February 2, 2018
, and
February 2, 2019
, and one installment of
447
shares on
February 2, 2020
.
|
(b)
|
Appointed by the Board to be a Director of the Board in November of 2017.
|
(c)
|
Represents stock options granted on
January 30, 2014
, which become exercisable in four equal installments on
January 30, 2015
,
2016
,
2017
and
2018
.
|
(d)
|
Represents stock options granted on
January 29, 2015
, which become exercisable in four equal installments on
January 29, 2016
,
2017
,
2018
and
2019
.
|
(e)
|
Represents stock options granted on
January 28, 2016
, which become exercisable in four equal installments on
January 28, 2017
,
2018
,
2019
and
2020
.
|
(f)
|
Represents stock options granted on
February 2, 2017
, which become exercisable in four equal installments on
February 2, 2018
,
2019
,
2020
and
2021
.
|
OPTION EXERCISES AND STOCK VESTED
|
||||||||||||
|
|
Options Awards
|
|
Stock Awards
|
||||||||
Name
|
|
Number of Shares Acquired on Exercise
(#) |
|
Value Realized on Exercise
($) |
|
Number of Shares Acquired on Vesting
(#) (a) |
|
Value Realized on Vesting
($) |
||||
David O'Reilly
|
|
50,000
|
|
|
10,490,480
|
|
|
1,698
|
|
|
446,504
|
|
Greg Henslee
(b)
|
|
80,000
|
|
|
19,156,138
|
|
|
—
|
|
|
—
|
|
Greg D. Johnson
|
|
27,000
|
|
|
5,901,951
|
|
|
—
|
|
|
—
|
|
Jeff M. Shaw
|
|
5,000
|
|
|
1,073,104
|
|
|
—
|
|
|
—
|
|
Tom McFall
|
|
30,000
|
|
|
6,039,000
|
|
|
—
|
|
|
—
|
|
(a)
|
Reflects the vesting of restricted stock awards granted in
2014
,
2015
and
2016
. All restricted shares awarded vest in equal installments over a three-year period commencing on the first anniversary of the award.
|
(b)
|
Appointed by the Board to be a Director of the Board in November of 2017.
|
NONQUALIFIED DEFERRED COMPENSATION
|
|||||||||||||||
Name
|
|
Executive Contributions in Last Fiscal Year
($) (a) |
|
Registrant Contributions in Last Fiscal Year
($) (b) |
|
Aggregate Earnings in Last Fiscal Year
($) (c) |
|
Aggregate Withdrawals / Distributions in Last Fiscal Year
($) |
|
Aggregate Balance at Last Fiscal Year End
($) |
|||||
David O'Reilly
|
|
34,075
|
|
|
12,892
|
|
|
273,741
|
|
|
—
|
|
|
1,410,462
|
|
Greg Henslee
(d)
|
|
78,635
|
|
|
18,000
|
|
|
502,021
|
|
|
—
|
|
|
4,305,961
|
|
Greg D. Johnson
|
|
101,365
|
|
|
1,712
|
|
|
103,586
|
|
|
—
|
|
|
483,420
|
|
Jeff M. Shaw
|
|
521,996
|
|
|
8,925
|
|
|
398,700
|
|
|
—
|
|
|
3,430,125
|
|
Tom McFall
|
|
161,092
|
|
|
14,277
|
|
|
151,946
|
|
|
—
|
|
|
1,163,137
|
|
(a)
|
All NEO contribution amounts have been included in the “Salary” column of the “
Summary of Compensation
” table.
|
(b)
|
All registrant contributions have been included in the “All Other Compensation” column of the
“Summary of Compensation”
table. NEOs must be employed on December 31 to receive that year's Company matching contribution, with the matching Contribution funded annually at the beginning of the year following the year in which the matching contribution was earned. At the beginning of
2018
, Company matching contributions of
$13,660
,
$18,000
,
$10,385
,
$11,846
, and
$15,378
were contributed for
David O'Reilly
,
Greg Henslee
,
Greg D. Johnson
,
Jeff M. Shaw
, and
Tom McFall
, respectively, for the fiscal year ended
December 31, 2017
.
|
(c)
|
Amounts included in the “Aggregate Earnings in Last Fiscal Year” column are not reported as compensation in the
“Summary of Compensation”
table.
|
(d)
|
Appointed by the Board to be a Director of the Board in November of 2017.
|
•
|
continuation of salary for two years and a payment equal to two times the NEO’s target bonus;
|
•
|
continuation of insurance coverage for two years;
|
•
|
any unpaid bonus for the immediately preceding year and a pro rata target bonus for the year of termination;
|
•
|
an amount equal to all earned but unused vacation days;
|
•
|
payment for outplacement services, up to $30,000 and not to exceed 24 months;
|
•
|
immediate vesting for all equity-based awards and immediate exercisability for 12 months for all outstanding stock options; and
|
•
|
all reasonable legal fees and expenses incurred in disputing the termination of the executive’s employment.
|
|
David O'Reilly
|
|
Greg Henslee
(a)
|
|
Greg D. Johnson
|
|
Jeff M. Shaw
|
|
Tom McFall
|
||||||||||
Annual salary
|
$
|
1,378,000
|
|
|
$
|
2,650,000
|
|
|
$
|
1,100,000
|
|
|
$
|
1,100,000
|
|
|
$
|
1,500,000
|
|
Incentive compensation
|
—
|
|
|
2,650,000
|
|
|
880,000
|
|
|
880,000
|
|
|
1,200,000
|
|
|||||
Continuation of insurance coverage
|
2,910
|
|
|
35,805
|
|
|
17,060
|
|
|
35,425
|
|
|
40,617
|
|
|||||
Earned but not used vacation
|
53,000
|
|
|
101,923
|
|
|
11,635
|
|
|
42,043
|
|
|
43,269
|
|
|||||
Unvested stock option grants
|
—
|
|
|
1,299,118
|
|
|
164,776
|
|
|
333,026
|
|
|
754,144
|
|
|||||
Unvested restricted share awards
|
654,269
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total
|
$
|
2,088,179
|
|
|
$
|
6,736,846
|
|
|
$
|
2,173,471
|
|
|
$
|
2,390,494
|
|
|
$
|
3,538,030
|
|
(a)
|
Appointed by the Board to be a Director of the Board in November of 2017.
|
•
|
whether the transaction is fair and reasonable to the Company;
|
•
|
the business reasons for the transaction;
|
•
|
whether the transaction would impair the independence of one or more of the Company’s Officers or Directors; and
|
•
|
whether the transaction is material, taking into account the significance of the transaction.
|
•
|
reviewed and discussed with management the Company’s audited financial statements as of, and for the year ended,
December 31, 2017
;
|
•
|
discussed with the Company’s independent auditors the matters required to be discussed by Auditing Standard No. 1301,
Communications with Audit Committees,
as adopted by the Public Company Accounting Oversight Board (“PCAOB”); and
|
•
|
received from the independent auditors the written disclosures and the letter regarding the auditor’s independence required by PCAOB Ethics and Independence Rule 3526,
Communication with Audit Committees Concerning Independence
, and has discussed with the independent auditors their independence.
|
•
|
recruiting and retaining qualified Team Members,
|
•
|
the career development and progression of the Company’s Team Members, and
|
•
|
observed industry practices.
|
|
For the Year Ended
December 31, |
||||||
|
2017
|
|
2016
|
||||
Audit fees
(a)
|
$
|
1,948,963
|
|
|
$
|
1,958,062
|
|
Audit-related fees
(b)
|
30,900
|
|
|
30,900
|
|
||
Tax fees
(c)
|
204,298
|
|
|
270,392
|
|
||
Total Fees
|
$
|
2,184,161
|
|
|
$
|
2,259,354
|
|
(a)
|
Consists of fees and expenses billed for the audit of the Company’s consolidated financial statements, the audit of the effectiveness of internal control over financial reporting and the review of the Company’s quarterly reports on Form 10-Q for such year and reviews in connection with documents filed with the SEC.
|
(b)
|
Consists of fees and expenses billed for the annual audit of the Company’s employee benefit plans.
|
(c)
|
Consists of fees and expenses billed for tax advisory services, including compliance, planning and advice.
|
•
|
The ability of certain stockholders to include director nominees in the Company’s proxy statements (as discussed further under “Future Proposals of Shareholders”);
|
•
|
The opportunity to elect directors annually using a majority voting standard;
|
•
|
The ability to recommend director candidates to the Corporate Governance/Nominating Committee, which considers those recommendations in the same manner as recommendations received from other sources (as discussed further under “Information Concerning the Board of Directors - Committees of the Board - Corporate Governance/Nominating Committee”);
|
•
|
The right to submit proposals for inclusion in the Company’s proxy statement for consideration at an annual meeting, subject to the rules and regulations of the SEC;
|
•
|
The opportunity to communicate directly with any member of the Board or Board committee; and
|
•
|
The opportunity to vote annually in the “say-on-pay” vote to express their views on executive compensation.
|
|
Number of shares to be issued upon exercise of outstanding options, warrants and rights
|
|
Weighted-average exercise price of outstanding options, warrants and rights
(a)
|
|
Number of securities remaining available for future issuance under equity compensation plans
(excluding securities reflected in column (a)). |
||||
Equity compensation plans approved by shareholders
|
2,364
|
|
|
$
|
137.08
|
|
|
6,467
|
|
Equity compensation plans not approved by shareholders
|
—
|
|
|
—
|
|
|
—
|
|
|
Total
|
2,364
|
|
|
$
|
137.08
|
|
|
6,467
|
|
(a)
|
Includes weighted average exercise price of outstanding stock options.
|
•
|
25th consecutive year of positive comparable store sales increases
|
•
|
Comparable store sales increase of 1.4%
|
•
|
4% increase in sales to $8.98 billion
|
•
|
Gross profit increased to 52.6% of sales
|
•
|
Net income increased 9% to $1.13 billion
|
•
|
Diluted EPS increased 18% to $12.67
|
•
|
Total store count increased to 5,019 stores in 47 states
|
•
|
Accounts payable to inventory ratio increased to 106.0%
|
|
VOTE BY INTERNET - www.proxyvote.com
Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time, May 7, 2018. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and create an electronic voting instruction form.
ELECTRONIC DELIVERY OF FUTURE SHAREHOLDER COMMUNICATIONS
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VOTE BY PHONE - 1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time, May 7, 2018. Have your proxy card in hand when you call and follow the instructions.
VOTE BY MAIL
Mark, sign and date your proxy card and return in the postage-paid envelope we have provided or return to O’Reilly Automotive, Inc. Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.
|
|
|
|
|
|
|
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Signature [Please sign within box]
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Date
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Signature (Joint Owners)
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Date
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