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75
PART III
Item 10. Directors, Executive Officers and Corporate Governance
Directors and Officers:
The information regarding the directors of O’Reilly Automotive, Inc. (the ―Company‖) will be included in the Company's Proxy
Statement on Schedule 14A for the 2012 Annual Meeting of Shareholders (the ―Proxy Statement‖) under the caption ―Proposal 1-
Election of Class I Directors‖ and ―Information Concerning the Board of Directors‖ and is incorporated herein by reference. The
Proxy Statement will be filed with the Securities and Exchange Commission within 120 days of the end of our most recent fiscal year.
The information regarding executive officers called for by Item 401 of Regulation S-K is included in Part I, in accordance with
General Instruction G (3) to Form 10-K, for our executive officers who are not also directors.
Section 16(a) of the Exchange Act:
The information regarding compliance with Section 16(a) of the Exchange Act required by Item 405 of Regulation S-K, will be
included in the Company's Proxy Statement under the caption ―Section 16(a) Beneficial Ownership Reporting Compliance‖ and is
incorporated herein by reference.
Code of Ethics:
Our Board of Directors has adopted a code of ethics that applies to all of our directors, officers (including its chief executive officer,
chief operating officer, chief financial officer, chief accounting officer, controller and any person performing similar functions) and
Team Members. Our Code of Ethics is available on our website at www.oreillyauto.com.
Corporate Governance:
The Corporate Governance/Nominating Committee of the Board of Directors does not have a written policy on the consideration of
Director candidates recommended by shareholders. It is the view of the Board of Directors that all candidates, whether recommended
by a shareholder or the Corporate Governance/Nominating Committee, shall be evaluated based on the same established criteria for
persons to be nominated for election to the Board of Directors and its committees.
The Board of Directors has established an Audit Committee pursuant to Section 3(a)(58)(A) of the Securities Exchange Act of 1934,
as amended (the ―Exchange Act‖). The Audit Committee currently consists of Jay D. Burchfield, Thomas T. Hendrickson, Paul R.
Lederer, John Murphy and Ronald Rashkow, each an independent director in accordance with The Nasdaq Stock Market Marketplace
Rule 5605(a)(2), the standards of Rule 10A-3 of the Exchange Act and the requirements of The Nasdaq Stock Market Marketplace
Rule 5605(c)(2). In addition, our Board of Directors has determined that Mr. Murphy, Chairman of the Audit Committee, qualifies as
an audit committee financial expert under Item 407(d)(5) of Regulation S-K.
Item 11. Executive Compensation
Director and Officer compensation:
The information required by Item 402 of Regulation S-K will be included in the Company’s Proxy Statement under the captions
―Compensation of Executive Officers‖ and ―Director Compensation‖ and is incorporated herein by reference.
Compensation Committee:
The information required by Item 407(e)(4) and (e)(5) of Regulation S-K will be included in the Company’s Proxy Statement under
the captions ―Compensation Committee Interlocks and Insider Participation‖ and ―Compensation Committee Report‖ and is
incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters
The following table sets forth shares authorized for issuance under the Company’s equity compensation plans at December 31, 2011:
Equity compensation plans approved
by shareholders
7,490 $37.38 8,370
Equity compensation plans not
approved by shareholders
- - -
Total 7,490 $37.38 8,370
(b) Includes weighted-average exercise price of outstanding stock options.
Number of shares to be issued
upon exercise of outstanding
options, warrants and rights
(a)
Weighted-average exercise
price of outstanding
options, warrants and rights
(b)
Number of securities remaining available
for future issuance under equity
compensation plans (excluding
securities reflected in column (a)).
(a) Number of shares presented is in thousands.
FORM 10-K