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

(b), (c), (e) In connection with the executive transition
previously announced by LKQ Corporation (the “Company”), on May
31, 2017, the Board of Directors of the Company (a) accepted the
resignation of Robert L. Wagman from his position of President
and Chief Executive Officer of the Company effective as of May
31, 2017, (b) elected as of May 31, 2017 Dominick P. Zarcone as
the President and Chief Executive Officer of the Company, and (c)
approved the following compensation arrangements for each of Mr.
Zarcone and Mr. Wagman.

Mr. Zarcones compensation will be adjusted as of May 31, 2017 as
follows: (a) an increase of his base salary from $515,000 to
$900,000; (b) a pro rata increase of his minimum, target and
maximum potential annual bonus percentages for the 2017 calendar
year from 35%/50%/110% to 50%/50%/150%; (c) a pro rata increase
of his threshold, target and maximum potential payout percentages
for his long term incentive plan awards from 36%/71%/142% to
39%/78%/156%; and (d) a supplemental grant of performance-based
restricted stock units (RSUs) under the Companys 1998 Equity
Incentive Plan with a value of $503,000 on the grant date and
otherwise on substantially the same terms as the RSUs granted to
Mr. Zarcone in January 2017.

On May 31, 2017, the Company and Mr. Wagman entered into an
Employee Transition Agreement (the ETA) to which Mr. Wagman will
provide advisory services to the President and Chief Executive
Officer and the Board of Directors of the Company. The ETA
provides that Mr. Wagman will be paid a monthly fee of $41,667,
his equity awards will continue to vest, he will be entitled to
payments with respect to existing awards under our long term
incentive plan (to the extent the targets are achieved), and (if
he continues to provide services through the fourth anniversary
of the ETA) he will receive a $500,000 additional lump sum fee at
the end of that period. The effective date of the ETA was May 31,
2017, and it has a term of four years, subject to the right of
either party to terminate the ETA earlier. If Mr. Wagman decides
to terminate it, all payments to him would cease; if the Company
decides to terminate it (other than for certain specified
reasons), Mr. Wagman would be entitled to continuation of the
cash fees under the ETA (monthly and lump sum) through the fourth
anniversary of the ETA. Mr. Wagman is obligated under the ETA to
abide by certain restrictive covenants (including a non-compete)
for the term of the ETA and two years thereafter.

The information required by Items 401(b), (d), and (e) 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.

Copies of a memorandum describing Mr. Zarcones compensation
changes (the Zarcone Memo) and the ETA are filed as Exhibit 10.1
and Exhibit 10.2, respectively, to this report and are
incorporated herein by reference. The description of Mr. Zarcones
compensation changes and of the ETA in this report are summaries
only, do not purport to be complete, and are qualified in their
entirety by the terms of the Zarcone Memo and the ETA,
respectively. A copy of the press release relating to this matter
is furnished as Exhibit 99.1 to this report.

(d) Exhibits