ORLY 8-K: Smart Summary

At O'Reilly Automotive, Inc.'s 2026 Annual Meeting held on May 14, 2026, shareholders elected nine directors to serve until the 2027 annual meeting. The Board also approved a $2,000,000 stock option award for Executive Chairman Greg Henslee.

• Greg Henslee — stock option award with a grant date fair value of $2,000,000; recommended by the Human Capital and Compensation Committee on May 13, 2026, and approved by the Board on May 14, 2026; exercise price equal to the closing market price of the Company's common stock on the date of grant; vests 25% on each of the first four anniversaries of the grant date, subject to continued service; expires ten years after the date of grant

• Greg Henslee — 648,415,986 for / 20,791,455 against (96.91%)
• David O'Reilly — 657,799,298 for / 11,417,507 against (98.29%)
• Thomas T. Hendrickson — 618,655,349 for / 50,170,330 against (92.50%)
• Kimberly A. deBeers — 658,322,099 for / 10,404,178 against (98.44%)
• Gregory D. Johnson — 651,505,957 for / 17,708,963 against (97.35%)
• John R. Murphy — 590,614,390 for / 78,226,419 against (88.31%)
• Dana M. Perlman — 607,479,377 for / 61,621,994 against (90.77%)
• Maria A. Sastre — 664,084,203 for / 5,012,735 against (99.25%)
• Fred Whitfield — 654,774,001 for / 13,707,200 against (97.95%)

• Executive Chairman / Director Greg Henslee — elected at the 2026 Annual Meeting on May 14, 2026, to serve until the 2027 annual meeting of shareholders
• Director David O'Reilly — elected at the 2026 Annual Meeting on May 14, 2026, to serve until the 2027 annual meeting of shareholders
• Director Thomas T. Hendrickson — elected at the 2026 Annual Meeting on May 14, 2026, to serve until the 2027 annual meeting of shareholders
• Director Kimberly A. deBeers — elected at the 2026 Annual Meeting on May 14, 2026, to serve until the 2027 annual meeting of shareholders
• Director Gregory D. Johnson — elected at the 2026 Annual Meeting on May 14, 2026, to serve until the 2027 annual meeting of shareholders
• Director John R. Murphy — elected at the 2026 Annual Meeting on May 14, 2026, to serve until the 2027 annual meeting of shareholders
• Director Dana M. Perlman — elected at the 2026 Annual Meeting on May 14, 2026, to serve until the 2027 annual meeting of shareholders
• Director Maria A. Sastre — elected at the 2026 Annual Meeting on May 14, 2026, to serve until the 2027 annual meeting of shareholders
• Director Fred Whitfield — elected at the 2026 Annual Meeting on May 14, 2026, to serve until the 2027 annual meeting of shareholders

• Advisory Vote on 2025 Named Executive Officer Compensation — 613,777,069 for / 53,995,103 against / 2,038,697 abstain (91.91%) — passed
• Ratification of Ernst & Young LLP as Independent Auditors for Fiscal Year Ending December 31, 2026 — 695,116,311 for / 45,241,655 against / 629,446 abstain (93.90%) — passed

• Avoid Brand Damage due to Corporate Political Spending — 292,670,896 for / 369,391,768 against / 7,748,205 abstain (44.19%) — failed