OREILLY AUTOMOTIVE, INC. (NYSE:O) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item 5.03 Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year
O’Reilly Automotive, Inc. (the Company) approved amendments (the
Amendments) to the Second Amended and Restated Bylaws of the
Company (the Bylaws) upon the recommendation of the Boards
Corporate Governance/Nominating Committee.
provisions of the Companys Bylaws to allow for proxy access and
also to assist the Company in its obligations to comply with the
new NASDAQ rule 5250(b)(3).
shareholder support for a non-binding shareholder proposal to adopt
proxy access at the Companys Annual Meeting of Shareholders held on
May 3, 2016. After the Annual Meeting, and prior to the adoption of
the Amendments, the Company extensively researched best practices
surrounding proxy access and engaged with many of its largest
shareholders, as well as the shareholder that submitted the
proposal, regarding proxy access.
shareholder, or a group of up to 20 shareholders, owning a minimum
of 3% of the Companys outstanding shares continuously for at least
three years to nominate and include in the Companys proxy materials
director candidates constituting up to the greater of two
individuals or 20% of the Board (or the closest whole number below
20 percent), provided that the shareholder(s) and the nominee(s)
satisfy the requirements specified in the Bylaws. Such requirements
include, among others, that the shareholder deliver notice of the
proxy access nomination not less than 120 days nor more than 150
days prior to the anniversary of the date of the Company first
distributed its proxy statement to shareholders for the immediately
preceding annual meeting of shareholders. In addition, Section 3.2
of Article III adds a requirement that all nominees for director
provide certain information, representations and agreements to the
Company in order to be eligible for election.
in its entirety by reference to the Third Amended and Restated
Bylaws of the Company and a copy of such bylaws marked to show the
Amendments, which are included as Exhibits 3.1 and 3.2,
respectively, to this Current Report on Form 8-K and incorporated
herein by reference.
Estate and Expansion of the Company, established a plan in
accordance with Rule 10b5-1 of the Securities Exchange Act of 1934,
as amended (the Exchange Act), for the trading of the Companys
common stock. The plan provides for option exercises and subsequent
sales of specified share amounts at specific market prices, subject
to specified limitations. The plan was established for the purpose
of facilitating the exercise and subsequent sale of stock options
with a ten-year contractual life that are due to expire in July of
2018. The plan was established during the Companys unrestricted
trading window and at a time when Mr. Kraus was not in possession
of material, non-public information about the Company. Mr. Kraus
has informed the Company that he will publicly disclose, as
required by federal securities laws, any option exercises and stock
sales made under this plan.
Officer of the Company, established a plan in accordance with Rule
10b5-1 of the Exchange Act for the trading of the Companys common
stock. The plan provides for option exercises and subsequent sales
of specified share amounts at specific market prices, subject to
specified limitations. The plan was established for the purpose of
facilitating the exercise and subsequent sale of stock options with
a ten-year contractual life that are due to expire in July of 2018.
The plan was established during the Companys unrestricted trading
window and at a time when Mr. Henslee was not in possession of
material, non-public information about the Company. Mr. Henslee has
informed the Company that he will publicly disclose, as required by
federal securities laws, any option exercises and stock sales made
under this plan.
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Exhibit Number
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Description
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3.1
|
Third Amended and Restated Bylaws of OReilly Automotive,
Inc., dated as of November 22, 2016. |
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3.2
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Third Amended and Restated Bylaws of OReilly Automotive,
Inc., marked to show amendments effective as of November 22, 2016. |
About O’REILLY AUTOMOTIVE, INC. (NYSE:O)
Realty Income Corporation is a real estate investment trust (REIT). The Company is engaged in in-house acquisition, portfolio management, asset management, credit research, real estate research, legal, finance and accounting, information technology and capital markets capabilities. Its portfolio includes approximately 4,540 properties, of which over 4,519 are single-tenant properties, and the remaining are multi-tenant properties. The Company has over 280 lease expirations and re-leased approximately 250 properties. It sold over 30 vacant properties. The Company has grouped its tenants into 48 activity segments, including Apparel, Automotive tire services, Beverages, Child care, Convenience stores, Dollar stores, Drug stores, Financial services, Food processing, Grocery stores, Health and fitness, Health care, Home improvement, Restaurants-casual dining, Restaurants-quick service, Sporting goods, Theaters, Transportation services, Wholesale club and 30 other non-reportable segments. O’REILLY AUTOMOTIVE, INC. (NYSE:O) Recent Trading Information
O’REILLY AUTOMOTIVE, INC. (NYSE:O) closed its last trading session up +0.59 at 56.74 with 1,666,376 shares trading hands.
