Section 2 – Financial Information
Item 2.02 – Results of Operations and Financial Condition
On July 26, 2023, O’Reilly Automotive, Inc. (the “Company” or “O’Reilly”) issued a press release announcing its 2023 second quarter earnings. The text of the press release is attached hereto as Exhibit 99.2.
Section 5 – Corporate Governance and Management
Item 5.02 – Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On July 26, 2023, the Company issued a press release announcing that Greg Johnson, the Company’s Chief Executive Officer (“CEO”), informed the Company’s Board of Directors (the “Board”) of his intention to retire from the Company effective January 31, 2024. The Board has selected Brad Beckham, the Company’s Co-President, to succeed Mr. Johnson as CEO upon Mr. Johnson’s retirement. The Board has also determined that Brent Kirby, the Company’s Co-President, will be promoted to President upon Mr. Johnson’s retirement.
Mr. Beckham, age 44, has been an O’Reilly Team Member since 1996. Mr. Beckham’s O’Reilly career began as a Parts Specialist and progressed through the roles of Store Manager, District Manager, Regional Manager, Divisional Vice President, Vice President of Eastern Store Operations and Sales, Senior Vice President of Eastern Store Operations and Sales, Senior Vice President of Central Store Operations and Sales, Executive Vice President of Store Operations and Sales, and Executive Vice President and Chief Operating Officer. Mr. Beckham has held the position of Co-President since January of 2023.
Mr. Kirby, age 55, has been an O’Reilly Team Member since 2018. Mr. Kirby began his 35 year retail career with Lowe’s Companies, Inc. (“Lowe’s”) as a hardware associate and progressed through various positions at the store, district, and regional levels before being promoted to Senior Vice President of Store Operations and later Chief Omnichannel Officer. Prior to joining O’Reilly, Mr. Kirby held the position of Chief Supply Chain Officer for Lowe’s. In 2018, Mr. Kirby’s O’Reilly career began as Senior Vice President of Omnichannel and progressed through the roles of Executive Vice President of Supply Chain and Executive Vice President and Chief Supply Chain Officer. Mr. Kirby has held the position of Co-President since January of 2023.
The Human Capital and Compensation Committee of the Board (the “Compensation Committee”) recommended, and the Board approved, maintaining the current annual base salary and annual performance incentive compensation for Messrs. Johnson, Beckham, and Kirby at this time. The Compensation Committee will evaluate Messrs. Beckham’s and Kirby’s full compensation plan, including, but not limited to, base salary, cash-based incentive compensation, equity-based incentive compensation and other perquisites, at the time of Mr. Johnson’s retirement and Messrs. Beckham’s and Kirby’s promotions and will provide a recommendation to the Board at that time.
There are no arrangements or understandings between Mr. Beckham or Mr. Kirby and any other person pursuant to which Mr. Beckham or Mr. Kirby was selected as an officer, there are no family relationships between Mr. Beckham or Mr. Kirby and any director or other officer of the Company, and there are no transactions in which the Company is a party and in which Mr. Beckham or Mr. Kirby has a material interest subject to disclosure under Item 404(a) of Regulation S-K.
The text of the press release is attached hereto as Exhibit 99.1.
Section 9 – Financial Statements and Exhibits
Item 9.01 – Financial Statements and Exhibits
The information in Item 2 and Exhibit 99.2 of this Current Report on Form 8-K shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.
