O'Reilly Auto Parts 2013 Annual Report Download - page 80

FORM 10-K
74
PART III
Item 10. Directors, Executive Officers and Corporate Governance
Certain information required by Part III is incorporated by reference from the Company’s Proxy Statement on Schedule 14A for the 2014
Annual Meeting of Shareholders (“Proxy Statement”), which will be filed with the Securities and Exchange Commission (“SEC”) within
120 days of the end of our most recent fiscal year. Except for those portions specifically incorporated in this Annual Report on Form 10-
K by reference to the Company’s Proxy Statement, no other portions of the Proxy Statement are deemed to be filed as part of this Annual
Report on Form 10-K.
Directors and Officers:
The information regarding the directors of O’Reilly Automotive, Inc. (the “Company”) will be included in the Company's Proxy Statement
under the caption “Proposal 1- Election of Directors” and “Information Concerning the Board of Directors” and is incorporated herein
by reference. The Proxy Statement will be filed with the SEC 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, under the “Corporate Home” caption. The information
on our website is not a part of this Annual Report on Form 10-K and is not incorporated by reference in this report or any of our other
filings with the SEC.
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 Stockholder Matters
The information required by Item 201(d) of Regulation S-K will be included in the Proxy Statement under the caption “Equity
Compensation Plans” and is incorporated herein by reference.
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.