O'Reilly Auto Parts 2010 Annual Report Download - page 88

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PART III
Item 10. Directors and Executive Officers of the Registrant
The information regarding the directors of the Company contained in the Company's Proxy Statement on Schedule 14A for the 2011
Annual Meeting of Shareholders (the “Proxy Statement”) under the caption “Proposal 1-Election of Class III Directors” 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.
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
employees. Our Code of Ethics is available on our website at www.oreillyauto.com.
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 Burchfield, Thomas 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.
The information regarding compliance with Section 16(a) of the Exchange Act included in the Company's Proxy Statement under the
caption “Section 16(a) Beneficial Ownership Reporting Compliance” is incorporated herein by reference.
Item 11. Executive Compensation
The information required by Item 402 of Regulation S-K will be included in the Proxy Statement under the captions “Compensation of
Executive Officers” and “Director Compensation” and that information is incorporated herein by reference.
The information required by Item 407(e)(4) and (e)(5) of Regulation S-K will be included in the Proxy Statement under the captions
“Compensation Committee Interlocks and Insider Participation” and “Compensation Committee Report” and that information 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, 2010:
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)).
Equity compensation plans approved
by shareholders 8,395 $30.42 9,370
Equity compensation plans not
approved by shareholders - - -
Total 8,395 $30.42 9,370
(a) Number of shares presented is in thousands.
(b) Includes weighted-average exercise price of outstanding stock options.
The information required by Item 403 of Regulation S-K will be included in the Proxy Statement under the captions “Security
Ownership of Certain Beneficial Owners” and “Security Ownership of Directors and Management” and is incorporated herein by
reference.
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Item 13. Certain Relationships and Related Transactions, and Director Independence
The information required by Item 404 of Regulation S-K will be included in the Proxy Statement under the caption “Certain
Relationships and Related Transactions” and is incorporated herein by reference.
The information required by Item 407(a) of Regulation S-K will be included in the Proxy Statement under the caption “Director
Independence” and is incorporated herein by reference.
Item 14. Principal Accountant Fees and Services
The information in the Proxy Statement under the caption “Fees Paid to Independent Registered Public Accounting Firm” is
incorporated herein by reference.
FORM 10-K