LKQ CORPORATION (NASDAQ:LKQ) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

ME Staff 8-k
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LKQ CORPORATION (NASDAQ:LKQ) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item 5.02

Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
(b), (c) On March 6, 2017, our Board of Directors selected Dominick
Zarcone, our current Chief Financial Officer, to become our new
President and Chief Executive Officer, and Robert L. Wagman
announced his intention to step down from the positions of
President and Chief Executive Officer. Mr. Zarcone will be included
in the slate of nominees for election as a member of our Board of
Directors at our annual meeting of stockholders on May 8, 2017, and
Mr. Wagman will not be standing for re-election to the Board. In
addition, Joseph M. Holsten, our current Chairman of the Board, was
appointed as Executive Chairman.
The information required by Items 401(b), (d), and (e) and Item
404(a) of Regulation S-K with respect to Mr. Zarcone is included in
Part III, Item 10 of our Annual Report on Form 10-K filed with the
SEC on February 27, 2017, and such information is incorporated
herein by reference.
On March 9, 2017, we issued a press release announcing these
matters. A copy of the press release is attached hereto as Exhibit
99.1 and incorporated by reference herein.
(e) Under our Management Incentive Plan, the potential bonus for
each of our named executive officers for the 2017 performance
period depends on our earnings per share (subject to adjustment for
items specified in the award memorandum) for the year ending
December 31, 2017. On March 6, 2017, the Board of Directors
approved the Compensation Committee’s recommendation to establish
the threshold, target and maximum earnings per share target range
for the 2017 performance period at $1.70, $1.85, and $1.94,
respectively.
The threshold, target and maximum potential payout percentages of
the weighted average 2017 base salary of our named executive
officers are set forth below. Performance between the threshold,
target and maximum would result in a proportionate payment of the
award based upon achievement of earnings per share amounts.
Threshold
Target
Maximum
Robert L. Wagman
John S. Quinn
Dominick Zarcone
Walter P. Hanley
Victor M. Casini
Under our Long Term Incentive Plan, the potential award for each of
our named executive officers for the performance period from
January 1, 2017 to December 31, 2019 is equal to the executive
officers base salary at December 31, 2019 multiplied by a certain
percentage. The percentage used to calculate the award will depend
on the growth of our earnings per share, revenue and return on
equity (subject to adjustment for items specified in the award
memorandum) from the base year (2016) to the final year of the
performance period (2019). On March 6, 2017, the Board of Directors
approved the Compensation Committees recommendation to establish
the target growth rates for these three components at 30% to 60%
for earnings per share, 24% to 36% for revenue, and 12.5 basis
points to 72.5 basis points for return on equity. The three
components of the performance targets were weighted as follows:
42.5% for earnings per share growth; 42.5% for revenue growth; and
15% for return on equity growth.
The threshold, target and maximum potential payout percentages of
the base salary at December 31, 2019 of each of our named executive
officers are set forth below. Between these growth levels, there
are two intermediate growth levels on the upside (between target
and maximum) and three on the downside (between target and minimum)
which would result in a proportionate award based upon achievement
of earnings per share, revenue and return on equity growth.
Threshold
Target
Maximum
Robert L. Wagman
John S. Quinn
Dominick Zarcone
Walter P. Hanley
Victor M. Casini
Item 5.03
Amendments to Articles of Incorporation or Bylaws; Change
in Fiscal Year.
(a) On March 8, 2017, the Board of Directors approved amendments to
our Bylaws to implement proxy access for eligible stockholders of
the Company. In particular, Article III, Section 1A was added to
the Bylaws and permits an eligible stockholder, which includes an
eligible group of 20 or fewer stockholders, owning at least three
percent of the number of outstanding shares of the Companys common
stock continuously for at least three years, to nominate and
include in the Companys proxy materials director nominees
constituting up to the greater of (i) two directors or (ii) 20% of
the number of directors then serving on the Board, provided that
the stockholder(s) and the nominee(s) satisfy the requirements
specified in the Bylaws.
The preceding description is qualified in its entirety by reference
to, and should be read in conjunction with, the full text of the
Bylaws, as amended, a copy of which is attached hereto as Exhibit
3.1 and is incorporated herein by reference.
Item 9.01
Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number
Description of Exhibit
3.1
Amended and Restated Bylaws of LKQ Corporation, as
amended as of March 8, 2017.
10.1
Form of LKQ Corporation Executive Officer Management
Incentive Plan Award Memorandum.
10.2
Form of LKQ Corporation Executive Officer Long Term
Incentive Plan Award Memorandum.
99.1
LKQ Corporation Press Release dated March 9, 2017.


About LKQ CORPORATION (NASDAQ:LKQ)

LKQ Corporation (LKQ) is a global distributor of vehicle products, including replacement parts, components and systems used in the repair and maintenance of vehicles, as well as specialty vehicle products and accessories. The company distributes a range of products to collision and mechanical repair shops, including aftermarket collision and mechanical products, and recycled collision and mechanical products. It operates through four segments: Wholesale – North America; Europe; Specialty, and Self Service. Its wholesale automobile product operations sell five product types (aftermarket, recycled, remanufactured, refurbished and original equipment manufacturers (OEMs) parts). The European wholesale operating segment includes Euro Car Parts Holdings Limited (ECP). The Specialty operating segment includes Keystone Automotive Holdings, Inc. (Keystone Specialty). The Company’s self service segment retail operations sell parts from older cars and light-duty trucks directly to consumers.

LKQ CORPORATION (NASDAQ:LKQ) Recent Trading Information

LKQ CORPORATION (NASDAQ:LKQ) closed its last trading session down -0.44 at 30.00 with 4,780,463 shares trading hands.