O REILLY AUTOMOTIVE INC: Change of Directors or Principal Officers, Submission of Matters to Securityholder Vote, Other Events (Form 8-K)

Article 5.02 – Departure of directors or certain managers; Election of directors; Appointment of certain officers; Compensatory provisions of certain executives

To O’Reilly Automotive, Inc. (the “Company”) 2022 Annual Meeting of Shareholders (the “Annual Meeting”) held on May 12, 2022the shareholders of the Company elected Greg Henslee, David O’Reilly, Larry O’Reilly, Jay D. Burchfield, Thomas T.Hendrickson, John R. Murphy, Dana M. Perlman, Maria A. Sastre, Andrea M. Weiss and Fred Whitfield to serve on the board of directors of the Company (the “Board”) until the annual meeting of shareholders of the Company in 2023 and until his successor has been duly elected and qualified.

Board members Audit Committeethe human capital and compensation committee and the corporate governance/nominating committee are shown below.

The purposes and functions of the respective committees remain unchanged. Besides, Jay D. Burchfield was selected to continue serving as Lead Independent Director.

Audit Committee

Members: Thomas T.Hendrickson (Chair), Jay D. Burchfield, John R. MurphyDana

Mr. Perlman, Maria A. Sastre, Andrea M. Weiss and Fred Whitfield

Human capital and Compensation Committee

Members: John R. Murphy (Chair), Jay D. Burchfield and Andrea M. Weiss

Corporate Governance/Nominating Committee

Members: Dana M. Perlman (Chair), Thomas T.Hendrickson, Maria A. Sastre and Fred

Whitfield

Item 5.07 – Submission of Matters to a Vote of Securityholders

Of the 66,296,391 shares entitled to vote at the General Meeting, 58,457,298 shares were present in person or by proxy. At the annual meeting, shareholders were asked to vote on three Company proposals and one shareholder proposal. A brief description of each proposal, as well as the outcome and tabulation of the voting results, is presented below:

The persons listed in the table below were elected directors, to hold

(a) term of office until the annual meeting of shareholders of the Company in 2023 and

     until his or her successor has been duly elected and qualified.  The voting
     results for each such director are as follows:


                                         Number of Shares
Name of Nominee        Voted For   Voted Against  Abstain  Broker Non-Votes
Greg Henslee           49,392,833      3,353,603   23,601         5,687,261

David O’Reilly 50,638,863 2,109,505 21,669 5,687,261 Larry O’Reilly 50,297,559 2,195,189 277,289 5,687,261 Jay D. Burchfield 46,126,615 6,361,741 281,681 5,687,261 Thomas T.Hendrickson 49,181,794 3,554,001 34,242 5,687,261 John R. Murphy 45,790,840 6,926,765 52,432 5,687,261 Dana M. Perlman 46,557,995 6,172,005 40,037 5,687,261 Maria A. Sastre 52,006 502 723,404 40,131 5,687,261 Andrea M. Weiss 51,522,706 1,210,254 37,077 5,687,261 Fred Whitfield 52,655,606 64,676 49,755 5,687,261

Shareholders voted to approve, in a non-binding advisory vote, the 2021 budget

(b) the compensation of the Named Executive Officers (NEMs) of the Corporation. Vote

the results are as follows:

                  Number of Shares
Voted For   Voted Against  Abstain  Broker Non-Votes
45,790,175      6,812,392  167,470         5,687,261

Shareholders voted in favor of the appointment of Ernst & Young LLPas the

(c) Independent Statutory Auditors of the Company for the year ended December 31, 2022.

The results of the vote are as follows:

         Number of Shares
Voted For   Voted Against  Abstain
55,716,441      2,700,507   40,350

(d) The shareholders voted against the shareholder proposal entitled “

Improvement of the shareholders’ meeting.” The results of the vote are as follows:

                  Number of Shares

Voted for Voted against Abstention Broker No vote 18,413,437 34,203,177 153,423 5,687,261

Article 8.01 – Other events

On May 16, 2022the Board approved a resolution to increase the amount of the authorization under its share buyback program by an amount $1.5 billionincreasing the global authorization under the program to $20.25 billion. The supplement
$1.5 billion the authorization is valid for a period of three years from the
May 16, 2022. Redemptions of shares under the program may be effected from time to time, as the Company deems appropriate, only through open market redemptions effected through a broker at prevailing market prices. , depending on various factors such as price, business requirements and general market conditions. .

There is no guarantee of the number of shares the Company will purchase, if any. The share buyback program may be increased or otherwise modified, renewed, suspended or terminated by the Company at any time, without notice.

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