O'REILLY AUTOMOTIVE INC. 2024-2025 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”): 44,544,535 for, 2,712,141 against, per its Form 8-K filed May 19, 2025 (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 2026 and until his or her successor ha…”
Support: 94% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 196 asset managers below reported 18,036,442 for, 92,166 against, 7,572 abstained, 230 not voted, 207 unknown.

Showing the 25 largest of 196 asset managers. See all 196 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”): 45,808,943 for, 1,450,390 against, per its Form 8-K filed May 19, 2025 (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 2026 and until his or her successor ha…”
Support: 97% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 196 asset managers below reported 18,116,979 for, 11,630 against, 7,572 abstained, 230 not voted, 207 unknown.

Showing the 25 largest of 196 asset managers. See all 196 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”): 43,660,947 for, 3,576,530 against, per its Form 8-K filed May 19, 2025 (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 2026 and until his or her successor ha…”
Support: 92% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 196 asset managers below reported 18,087,072 for, 41,485 against, 7,574 abstained, 230 not voted, 257 unknown.

Showing the 25 largest of 196 asset managers. See all 196 in the interactive database.

Description as filed by funds: Election of Director Nominees: Kimberly A. deBeers

O'REILLY AUTOMOTIVE INC.’s own tally for this item (“Elect Director: Kimberly A. deBeers”): 47,145,654 for, 83,081 against, per its Form 8-K filed May 19, 2025 (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 2026 and until his or her successor ha…”
Support: 99.8% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 196 asset managers below reported 18,124,889 for, 3,717 against, 7,575 abstained, 230 not voted, 207 unknown.

Showing the 25 largest of 196 asset managers. See all 196 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”): 45,391,505 for, 1,865,358 against, per its Form 8-K filed May 19, 2025 (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 2026 and until his or her successor ha…”
Support: 96% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 196 asset managers below reported 18,122,408 for, 6,201 against, 7,572 abstained, 230 not voted, 207 unknown.

Showing the 25 largest of 196 asset managers. See all 196 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”): 43,118,353 for, 4,115,061 against, per its Form 8-K filed May 19, 2025 (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 2026 and until his or her successor ha…”
Support: 91% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 196 asset managers below reported 18,063,130 for, 65,426 against, 7,574 abstained, 230 not voted, 257 unknown.

Showing the 25 largest of 196 asset managers. See all 196 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”): 41,568,699 for, 5,642,741 against, per its Form 8-K filed May 19, 2025 (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 2026 and until his or her successor ha…”
Support: 88% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 196 asset managers below reported 17,170,568 for, 958,037 against, 7,576 abstained, 230 not voted, 207 unknown.

Showing the 25 largest of 196 asset managers. See all 196 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”): 46,263,406 for, 941,251 against, per its Form 8-K filed May 19, 2025 (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 2026 and until his or her successor ha…”
Support: 98% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 196 asset managers below reported 18,111,904 for, 16,547 against, 7,577 abstained, 230 not voted, 207 unknown, 153 3 year.

Showing the 25 largest of 196 asset managers. See all 196 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”): 46,294,501 for, 911,066 against, per its Form 8-K filed May 19, 2025 (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 2026 and until his or her successor ha…”
Support: 98% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 196 asset managers below reported 18,108,667 for, 19,937 against, 7,577 abstained, 230 not voted, 207 unknown.

Showing the 25 largest of 196 asset managers. See all 196 in the interactive database.

Description as filed by funds: Amend the Articles of Incorporation to increase the number of authorized shares of common stock.

O'REILLY AUTOMOTIVE INC.’s own tally for this item (“The shareholders voted to amend the Articles of Incorporation to increase the number of authorized shares of common stock.”): 51,359,558 for, 358,036 against, per its Form 8-K filed May 19, 2025 (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: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 99.3% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 201 asset managers below reported 18,073,257 for, 63,004 against, 3 abstained, 230 not voted, 207 unknown.

Showing the 25 largest of 201 asset managers. See all 201 in the interactive database.

Description as filed by funds: Advisory Vote to Approve Named Executive Officer Compensation.

O'REILLY AUTOMOTIVE INC.’s own tally for this item (“The shareholders voted to approve, by a non-binding, advisory vote, the 2024 compensation of the Company's Named Executive Officers (NEOs).”): 42,959,329 for, 4,167,778 against — passed, per its Form 8-K filed May 19, 2025 (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 2024 compensation of the Company's Named Executive Officers (NEOs).”
Support: 91% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Also reported under other wordings, matched to the same row of O'REILLY AUTOMOTIVE INC.’s official tally and shown with their own fund figures; their managers are not in the figures or the table on this card: “Compensation” (2 managers, 139 for, 91 against).

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).

Fund voting reports, all 190 managers: 18,012,941 for, 88,812 against, 7,583 abstained, 230 not voted. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports, all 949 managers: 27,518,415 for, 3,565,873 against, 56,445 withheld, 5,532 abstained, 7,617 not voted, 301 unknown. 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, 2025.

O'REILLY AUTOMOTIVE INC.’s own tally for this item (“(d) The shareholders voted to ratify the appointment of Ernst & Young LLP, as the Company's independent auditors for the fiscal year ending December 31, 2025.”): 48,976,630 for, 2,727,375 against — passed, per its Form 8-K filed May 19, 2025 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “(d) The shareholders voted to ratify the appointment of Ernst & Young LLP, as the Company's independent auditors for the fiscal year ending December 31, 2025.”
Support: 95% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 201 asset managers below reported 18,098,042 for, 30,599 against, 7,573 abstained, 230 not voted, 257 unknown.

Showing the 25 largest of 201 asset managers. See all 201 in the interactive database.

Description as filed by funds: Shareholder proposal entitled "Support Improved Clawback Policy for Unearned Executive Pay."

O'REILLY AUTOMOTIVE INC.’s own tally for this item (“The shareholders voted against the shareholder proposal entitled "Support Improved Clawback Policy for Unearned Executive Pay.”): 2,904,333 for, 44,198,419 against — failed, per its Form 8-K filed May 19, 2025 (Item 5.07).

Reported outcome: Not approved, in the filing’s own words: “(e) The shareholders voted against the shareholder proposal entitled "Support Improved Clawback Policy for Unearned Executive Pay." The voting results are as follows:”
Support: 6% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 210 asset managers below reported 230,855 for, 17,919,393 against, 7,585 abstained, 230 not voted, 50 unknown.

Showing the 25 largest of 210 asset managers. See all 210 in the interactive database.