O'REILLY AUTOMOTIVE INC. 2023-2024 Proxy Voting Records

Description as filed by funds: Election of Director Nominees: Greg Henslee

O'REILLY AUTOMOTIVE INC.’s own tally for this item (“Elect Director: Greg Henslee”): 45,380,435 for, 2,972,550 against, per its Form 8-K filed May 22, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “A brief description of each proposal, along with the outcome and tabulation of voting results, is set forth below: (a) The individuals listed in the table below were elected as directors, to hold office until the annual meeting of the Company's shareholders in 2025 and until his or her successor ha…”
Support: 94% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Fund share totals are not shown for this item: fund-reported shares overlap across filings (an adviser and the funds it manages can each report the same shares), and here their sum exceeds the total votes cast at the meeting.

Showing the 25 largest of 199 asset managers. See all 199 in the interactive database.

Description as filed by funds: Election of Director Nominees: David O'Reilly

O'REILLY AUTOMOTIVE INC.’s own tally for this item (“Elect Director: David O'Reilly”): 45,907,835 for, 2,445,865 against, per its Form 8-K filed May 22, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “A brief description of each proposal, along with the outcome and tabulation of voting results, is set forth below: (a) The individuals listed in the table below were elected as directors, to hold office until the annual meeting of the Company's shareholders in 2025 and until his or her successor ha…”
Support: 95% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Fund share totals are not shown for this item: fund-reported shares overlap across filings (an adviser and the funds it manages can each report the same shares), and here their sum exceeds the total votes cast at the meeting.

Showing the 25 largest of 199 asset managers. See all 199 in the interactive database.

Description as filed by funds: Election of Director Nominees: Larry O'Reilly

O'REILLY AUTOMOTIVE INC.’s own tally for this item (“Elect Director: Larry O'Reilly”): 43,247,444 for, 5,088,292 against, per its Form 8-K filed May 22, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “A brief description of each proposal, along with the outcome and tabulation of voting results, is set forth below: (a) The individuals listed in the table below were elected as directors, to hold office until the annual meeting of the Company's shareholders in 2025 and until his or her successor ha…”
Support: 89% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Fund share totals are not shown for this item: fund-reported shares overlap across filings (an adviser and the funds it manages can each report the same shares), and here their sum exceeds the total votes cast at the meeting.

Showing the 25 largest of 199 asset managers. See all 199 in the interactive database.

Description as filed by funds: Election of Director Nominees: Gregory D. Johnson

O'REILLY AUTOMOTIVE INC.’s own tally for this item (“Elect Director: Gregory D. Johnson”): 46,011,767 for, 2,327,946 against, per its Form 8-K filed May 22, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “A brief description of each proposal, along with the outcome and tabulation of voting results, is set forth below: (a) The individuals listed in the table below were elected as directors, to hold office until the annual meeting of the Company's shareholders in 2025 and until his or her successor ha…”
Support: 95% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Fund share totals are not shown for this item: fund-reported shares overlap across filings (an adviser and the funds it manages can each report the same shares), and here their sum exceeds the total votes cast at the meeting.

Showing the 25 largest of 199 asset managers. See all 199 in the interactive database.

Description as filed by funds: Election of Director Nominees: Thomas T. Hendrickson

O'REILLY AUTOMOTIVE INC.’s own tally for this item (“Elect Director: Thomas T. Hendrickson”): 43,781,233 for, 4,505,780 against, per its Form 8-K filed May 22, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “A brief description of each proposal, along with the outcome and tabulation of voting results, is set forth below: (a) The individuals listed in the table below were elected as directors, to hold office until the annual meeting of the Company's shareholders in 2025 and until his or her successor ha…”
Support: 91% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Fund share totals are not shown for this item: fund-reported shares overlap across filings (an adviser and the funds it manages can each report the same shares), and here their sum exceeds the total votes cast at the meeting.

Showing the 25 largest of 199 asset managers. See all 199 in the interactive database.

Description as filed by funds: Election of Director Nominees: John R. Murphy

O'REILLY AUTOMOTIVE INC.’s own tally for this item (“Elect Director: John R. Murphy”): 42,960,029 for, 5,347,999 against, per its Form 8-K filed May 22, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “A brief description of each proposal, along with the outcome and tabulation of voting results, is set forth below: (a) The individuals listed in the table below were elected as directors, to hold office until the annual meeting of the Company's shareholders in 2025 and until his or her successor ha…”
Support: 89% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Fund share totals are not shown for this item: fund-reported shares overlap across filings (an adviser and the funds it manages can each report the same shares), and here their sum exceeds the total votes cast at the meeting.

Showing the 25 largest of 199 asset managers. See all 199 in the interactive database.

Description as filed by funds: Election of Director Nominees: Dana M. Perlman

O'REILLY AUTOMOTIVE INC.’s own tally for this item (“Elect Director: Dana M. Perlman”): 45,000,246 for, 3,307,532 against, per its Form 8-K filed May 22, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “A brief description of each proposal, along with the outcome and tabulation of voting results, is set forth below: (a) The individuals listed in the table below were elected as directors, to hold office until the annual meeting of the Company's shareholders in 2025 and until his or her successor ha…”
Support: 93% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Fund share totals are not shown for this item: fund-reported shares overlap across filings (an adviser and the funds it manages can each report the same shares), and here their sum exceeds the total votes cast at the meeting.

Showing the 25 largest of 199 asset managers. See all 199 in the interactive database.

Description as filed by funds: Election of Director Nominees: Maria A. Sastre

O'REILLY AUTOMOTIVE INC.’s own tally for this item (“Elect Director: Maria A. Sastre”): 46,017,954 for, 2,307,615 against, per its Form 8-K filed May 22, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “A brief description of each proposal, along with the outcome and tabulation of voting results, is set forth below: (a) The individuals listed in the table below were elected as directors, to hold office until the annual meeting of the Company's shareholders in 2025 and until his or her successor ha…”
Support: 95% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Fund share totals are not shown for this item: fund-reported shares overlap across filings (an adviser and the funds it manages can each report the same shares), and here their sum exceeds the total votes cast at the meeting.

Showing the 25 largest of 199 asset managers. See all 199 in the interactive database.

Description as filed by funds: Election of Director Nominees: Andrea M. Weiss

O'REILLY AUTOMOTIVE INC.’s own tally for this item (“Elect Director: Andrea M. Weiss”): 46,997,852 for, 1,333,027 against, per its Form 8-K filed May 22, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “A brief description of each proposal, along with the outcome and tabulation of voting results, is set forth below: (a) The individuals listed in the table below were elected as directors, to hold office until the annual meeting of the Company's shareholders in 2025 and until his or her successor ha…”
Support: 97% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Fund share totals are not shown for this item: fund-reported shares overlap across filings (an adviser and the funds it manages can each report the same shares), and here their sum exceeds the total votes cast at the meeting.

Showing the 25 largest of 199 asset managers. See all 199 in the interactive database.

Description as filed by funds: Election of Director Nominees: Fred Whitfield

O'REILLY AUTOMOTIVE INC.’s own tally for this item (“Elect Director: Fred Whitfield”): 46,033,063 for, 2,246,498 against, per its Form 8-K filed May 22, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “A brief description of each proposal, along with the outcome and tabulation of voting results, is set forth below: (a) The individuals listed in the table below were elected as directors, to hold office until the annual meeting of the Company's shareholders in 2025 and until his or her successor ha…”
Support: 95% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Fund share totals are not shown for this item: fund-reported shares overlap across filings (an adviser and the funds it manages can each report the same shares), and here their sum exceeds the total votes cast at the meeting.

Showing the 25 largest of 199 asset managers. See all 199 in the interactive database.

Description as filed by funds: Shareholder proposal entitled "Independent Board Chairman."

O'REILLY AUTOMOTIVE INC.’s own tally for this item (“The shareholders voted against the shareholder proposal entitled "Independent Board Chairman.”): 19,607,787 for, 28,680,046 against — failed, per its Form 8-K filed May 22, 2024 (Item 5.07).

Reported outcome: Not approved, in the filing’s own words: “(d) The shareholders voted against the shareholder proposal entitled "Independent Board Chairman." The voting results are as follows:”
Support: 41% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Fund share totals are not shown for this item: fund-reported shares overlap across filings (an adviser and the funds it manages can each report the same shares), and here their sum exceeds the total votes cast at the meeting.

Showing the 25 largest of 194 asset managers. See all 194 in the interactive database.

Description as filed by funds: Advisory vote to approve executive compensation.

O'REILLY AUTOMOTIVE INC.’s own tally for this item (“The shareholders voted to approve, by a non-binding, advisory vote, the 2023 compensation of the Company's Named Executive Officers (NEOs).”): 43,776,382 for, 4,448,488 against — passed, per its Form 8-K filed May 22, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “(b) The shareholders voted to approve, by a non-binding, advisory vote, the 2023 compensation of the Company's Named Executive Officers (NEOs).”
Support: 91% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

No total is shown for the fund voting reports: their sum exceeds the total votes cast at the meeting. Showing the 25 largest; see all in the interactive database.

No total is shown for the institutional-manager reports: their sum exceeds the total votes cast at the meeting. Showing the 25 largest; see all in the interactive database.

Description as filed by funds: Ratification of appointment of Ernst & Young LLP as independent auditors for the fiscal year ending December 31, 2024.

O'REILLY AUTOMOTIVE INC.’s own tally for this item (“The shareholders voted to ratify the appointment of Ernst & Young LLP, as the Company's independent auditors for the fiscal year ending December 31, 2024.”): 50,285,254 for, 3,021,215 against — passed, per its Form 8-K filed May 22, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “(c) The shareholders voted to ratify the appointment of Ernst & Young LLP, as the Company's independent auditors for the fiscal year ending December 31, 2024.”
Support: 94% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Fund share totals are not shown for this item: fund-reported shares overlap across filings (an adviser and the funds it manages can each report the same shares), and here their sum exceeds the total votes cast at the meeting.

Showing the 25 largest of 199 asset managers. See all 199 in the interactive database.