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O'Reilly Automotive, Inc. 2025-2026 Proxy Voting Records

Compiled from SEC Form N-PX filings and O'Reilly Automotive, Inc.’s Form 8-K, filed May 18, 2026 (Item 5.07 on EDGAR). Page generated October 13, 2026.

  • 12Ballot items
  • 1,174Asset managers
  • 14,057Fund votes
  • May 14, 2026Meeting date

Results at a glance

Meeting of May 14, 2026: 12 items on O'Reilly Automotive, Inc.’s Form 8-K, filed May 18, 2026: 9 elected · 2 approved · 1 not approved.

Material dissent

None.

Material dissent: a director nominee under 80% of the votes cast, say-on-pay under 70%, any other item the board put forward under 80%, or a shareholder proposal with more than 50%, on the company’s own Form 8-K tally. How this is decided · This season’s results screens

Proxy season: 2023-2024 2024-2025 2025-2026

Explore O'Reilly Automotive, Inc. in the interactive database Compare manager voting policies

Official 2025-2026 meeting results reported by O'Reilly Automotive, Inc.

These tallies are O'Reilly Automotive, Inc.’s own, as disclosed to the U.S. Securities and Exchange Commission on Form 8-K, filed May 18, 2026 (Item 5.07, “Submission of Matters to a Vote of Security Holders”). They cover every share voted at the meeting, not just the funds that file Form N-PX.

O'Reilly Automotive, Inc. — official shareholder meeting results, meeting held May 14, 2026
Ballot itemForAgainst AbstainWithheldBroker non-votesSupport (of votes cast)Reported outcomeVoting standard
Elect Director: Greg Henslee 648,415,98620,791,455603,428 --71,176,543 97%Elected—
Elect Director: David O'Reilly 657,799,29811,417,507594,064 --71,176,543 98%Elected—
Elect Director: Thomas T. Hendrickson 618,655,34950,170,330985,190 --71,176,543 92%Elected—
Elect Director: Kimberly A. deBeers 658,322,09910,404,1781,084,592 --71,176,543 98%Elected—
Elect Director: Gregory D. Johnson 651,505,95717,708,963595,949 --71,176,543 97%Elected—
Elect Director: John R. Murphy 590,614,39078,226,419970,060 --71,176,543 88%Elected—
Elect Director: Dana M. Perlman 607,479,37761,621,994709,498 --71,176,543 91%Elected—
Elect Director: Maria A. Sastre 664,084,2035,012,735713,931 --71,176,543 99.2%Elected—
Elect Director: Fred Whitfield 654,774,00113,707,2001,329,668 --71,176,543 98%Elected—
The shareholders voted to approve, by a non-binding, advisory vote, the 2025 compensation of the Company's Named Executive Officers (NEOs). 613,777,06953,995,1032,038,697 --71,176,543 92%Approved—
(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, 2026. 695,116,31145,241,655629,446 ---- 94%Approved—
The shareholders voted against the shareholder proposal entitled "Avoid Brand Damage due to Corporate Political Spending. 292,670,896369,391,7687,748,205 --71,176,543 44%Not approved—

Source: O'Reilly Automotive, Inc., Form 8-K, filed with the SEC on May 18, 2026 — read the filing on EDGAR.

How asset managers voted at the O'Reilly Automotive, Inc. 2025-2026 meeting

Each item below shows how the 1,174 asset managers that disclosed a O'Reilly Automotive, Inc. vote in their SEC Form N-PX filings actually voted. Share totals are the shares those managers' funds voted, summed across every fund they report.

1. Elect Director: Dana M. Perlman

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 5 wordings of this item as funds reported it.

91% Majority: yes · of votes cast

FOR 91%
FOR: 607,479,377AGAINST: 61,621,994
Details: description as filed, official tally, votes by 197 asset managers

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”): 607,479,377 for, 61,621,994 against, per its Form 8-K filed May 18, 2026 (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 2027 and until his or her successor ha…”
Support: 91% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 197 asset managers below reported 251,381,773 for, 12,078,813 against, 85,105 abstained, 638 not voted, 2,550 unknown.

FOR
FOR: 251,381,773AGAINST: 12,078,813ABSTAIN: 85,105UNKNOWN: 2,550NOT VOTED: 638
Largest asset managers voting on “Election of Director Nominees: Dana M. Perlman” at O'Reilly Automotive, Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard77,404,912320 30For
Fidelity32,288,4900 00For
Invesco25,375,4780 00For
BlackRock23,232,9630 00For
Principal14,883,3880 00For
TIAA13,810,4840 00For
State Street23,0008,375,907 00Against
Charles Schwab6,170,9070 00For
MFS5,304,4760 00For
JPMorgan3,413,5170 00For
T. Rowe Price2,512,5700 00For
HARBOR FUNDS2,440,6770 00For
Victory Capital2,384,0900 00For
Prudential/PGIM2,304,6570 00For
Capital Group2,225,9380 00For
PROFESSIONALLY MANAGED PORTFOLIOS2,164,2780 00For
JANUS INVESTMENT FUND2,020,4960 00For
Jackson National1,034,102969,767 00Mixed
New York Life1,950,1960 00For
American Century1,539,9300 00For
MASTER INVESTMENT PORTFOLIO1,305,7250 00For
ProShares1,269,8360 00For
Columbia Threadneedle01,182,766 00Against
Equitable927,11917,802 00For
Gabelli856,7500 00For

Showing the 25 largest of 197 asset managers. See all 197 in the interactive database.

2. Elect Director: David O'Reilly

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 5 wordings of this item as funds reported it.

98% Majority: yes · of votes cast

FOR 98%
FOR: 657,799,298AGAINST: 11,417,507
Details: description as filed, official tally, votes by 197 asset managers

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”): 657,799,298 for, 11,417,507 against, per its Form 8-K filed May 18, 2026 (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 2027 and until his or her successor ha…”
Support: 98% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 197 asset managers below reported 263,332,392 for, 128,191 against, 85,104 abstained, 638 not voted, 2,550 unknown.

FOR
FOR: 263,332,392AGAINST: 128,191ABSTAIN: 85,104UNKNOWN: 2,550NOT VOTED: 638
Largest asset managers voting on “Election of Director Nominees: David O'Reilly” at O'Reilly Automotive, Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard77,405,17357 20For
Fidelity32,288,4900 00For
Invesco25,375,4780 00For
BlackRock23,232,9630 00For
Principal14,883,3880 00For
TIAA13,810,4840 00For
State Street8,398,802105 00For
Charles Schwab6,170,9070 00For
MFS5,304,4760 00For
JPMorgan3,413,5170 00For
T. Rowe Price2,512,5700 00For
HARBOR FUNDS2,440,6770 00For
Victory Capital2,384,0900 00For
Prudential/PGIM2,304,6570 00For
Capital Group2,225,9380 00For
PROFESSIONALLY MANAGED PORTFOLIOS2,164,2780 00For
JANUS INVESTMENT FUND2,020,4960 00For
Jackson National2,003,8690 00For
New York Life1,950,1960 00For
American Century1,539,9300 00For
MASTER INVESTMENT PORTFOLIO1,305,7250 00For
ProShares1,269,8360 00For
Columbia Threadneedle1,182,7660 00For
Equitable927,11917,802 00For
Gabelli856,7500 00For

Showing the 25 largest of 197 asset managers. See all 197 in the interactive database.

3. Elect Director: Fred Whitfield

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 5 wordings of this item as funds reported it.

98% Majority: yes · of votes cast

FOR 98%
FOR: 654,774,001AGAINST: 13,707,200
Details: description as filed, official tally, votes by 197 asset managers

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”): 654,774,001 for, 13,707,200 against, per its Form 8-K filed May 18, 2026 (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 2027 and until his or her successor ha…”
Support: 98% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 197 asset managers below reported 263,138,321 for, 322,260 against, 85,109 abstained, 638 not voted, 2,550 unknown.

FOR
FOR: 263,138,321AGAINST: 322,260ABSTAIN: 85,109UNKNOWN: 2,550NOT VOTED: 638
Largest asset managers voting on “Election of Director Nominees: Fred Whitfield” at O'Reilly Automotive, Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard77,405,17156 70For
Fidelity32,288,4900 00For
Invesco25,375,4780 00For
BlackRock23,232,9630 00For
Principal14,883,3880 00For
TIAA13,810,4840 00For
State Street8,398,9070 00For
Charles Schwab6,170,9070 00For
MFS5,304,4760 00For
JPMorgan3,413,5170 00For
T. Rowe Price2,512,5700 00For
HARBOR FUNDS2,440,6770 00For
Victory Capital2,384,0900 00For
Prudential/PGIM2,304,6570 00For
Capital Group2,225,9380 00For
PROFESSIONALLY MANAGED PORTFOLIOS2,164,2780 00For
JANUS INVESTMENT FUND2,020,4960 00For
Jackson National2,003,8690 00For
New York Life1,950,1960 00For
American Century1,539,9300 00For
MASTER INVESTMENT PORTFOLIO1,305,7250 00For
ProShares1,269,8360 00For
Columbia Threadneedle1,182,7660 00For
Equitable927,11917,802 00For
Gabelli856,7500 00For

Showing the 25 largest of 197 asset managers. See all 197 in the interactive database.

4. Elect Director: Greg Henslee

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 6 wordings of this item as funds reported it.

97% Majority: yes · of votes cast

FOR 97%
FOR: 648,415,986AGAINST: 20,791,455
Details: description as filed, official tally, votes by 197 asset managers

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”): 648,415,986 for, 20,791,455 against, per its Form 8-K filed May 18, 2026 (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 2027 and until his or her successor ha…”
Support: 97% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 197 asset managers below reported 262,996,243 for, 464,342 against, 85,104 abstained, 638 not voted, 2,550 unknown.

FOR
FOR: 262,996,243AGAINST: 464,342ABSTAIN: 85,104UNKNOWN: 2,550NOT VOTED: 638
Largest asset managers voting on “Election of Director Nominees: Greg Henslee” at O'Reilly Automotive, Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard77,346,45958,771 20For
Fidelity32,288,4900 00For
Invesco25,375,4780 00For
BlackRock23,228,0984,865 00For
Principal14,883,3880 00For
TIAA13,810,4840 00For
State Street8,398,802105 00For
Charles Schwab6,170,9070 00For
MFS5,304,4760 00For
JPMorgan3,413,5170 00For
T. Rowe Price2,512,5700 00For
HARBOR FUNDS2,440,6770 00For
Victory Capital2,384,0900 00For
Prudential/PGIM2,304,6570 00For
Capital Group2,225,9380 00For
PROFESSIONALLY MANAGED PORTFOLIOS2,164,2780 00For
JANUS INVESTMENT FUND2,020,4960 00For
Jackson National2,003,8690 00For
New York Life1,950,1960 00For
American Century1,539,9300 00For
MASTER INVESTMENT PORTFOLIO1,305,7250 00For
ProShares1,269,8360 00For
Columbia Threadneedle1,182,7660 00For
Equitable927,11917,802 00For
Gabelli856,7500 00For

Showing the 25 largest of 197 asset managers. See all 197 in the interactive database.

5. Elect Director: Gregory D. Johnson

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 5 wordings of this item as funds reported it.

97% Majority: yes · of votes cast

FOR 97%
FOR: 651,505,957AGAINST: 17,708,963
Details: description as filed, official tally, votes by 197 asset managers

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”): 651,505,957 for, 17,708,963 against, per its Form 8-K filed May 18, 2026 (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 2027 and until his or her successor ha…”
Support: 97% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 197 asset managers below reported 263,363,939 for, 96,646 against, 85,104 abstained, 638 not voted, 2,550 unknown.

FOR
FOR: 263,363,939AGAINST: 96,646ABSTAIN: 85,104UNKNOWN: 2,550NOT VOTED: 638
Largest asset managers voting on “Election of Director Nominees: Gregory D. Johnson” at O'Reilly Automotive, Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard77,405,14191 20For
Fidelity32,288,4900 00For
Invesco25,375,4780 00For
BlackRock23,232,9630 00For
Principal14,883,3880 00For
TIAA13,810,4840 00For
State Street8,398,802105 00For
Charles Schwab6,170,9070 00For
MFS5,304,4760 00For
JPMorgan3,413,5170 00For
T. Rowe Price2,512,5700 00For
HARBOR FUNDS2,440,6770 00For
Victory Capital2,384,0900 00For
Prudential/PGIM2,304,6570 00For
Capital Group2,225,9380 00For
PROFESSIONALLY MANAGED PORTFOLIOS2,164,2780 00For
JANUS INVESTMENT FUND2,020,4960 00For
Jackson National2,003,8690 00For
New York Life1,950,1960 00For
American Century1,539,9300 00For
MASTER INVESTMENT PORTFOLIO1,305,7250 00For
ProShares1,269,8360 00For
Columbia Threadneedle1,182,7660 00For
Equitable927,11917,802 00For
Gabelli856,7500 00For

Showing the 25 largest of 197 asset managers. See all 197 in the interactive database.

6. Elect Director: John R. Murphy

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 5 wordings of this item as funds reported it.

88% Majority: yes · of votes cast

FOR 88%
FOR: 590,614,390AGAINST: 78,226,419
Details: description as filed, official tally, votes by 197 asset managers

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”): 590,614,390 for, 78,226,419 against, per its Form 8-K filed May 18, 2026 (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 2027 and until his or her successor ha…”
Support: 88% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 197 asset managers below reported 253,289,891 for, 10,170,693 against, 85,107 abstained, 638 not voted, 2,550 unknown.

FOR
FOR: 253,289,891AGAINST: 10,170,693ABSTAIN: 85,107UNKNOWN: 2,550NOT VOTED: 638
Largest asset managers voting on “Election of Director Nominees: John R. Murphy” at O'Reilly Automotive, Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard77,404,863367 50For
Fidelity32,288,4900 00For
Invesco25,375,4780 00For
BlackRock23,232,9630 00For
Principal14,883,3880 00For
TIAA13,810,4840 00For
State Street22,8958,376,012 00Against
Charles Schwab6,170,9070 00For
MFS5,304,4760 00For
JPMorgan3,413,5170 00For
T. Rowe Price2,512,5700 00For
HARBOR FUNDS2,440,6770 00For
Victory Capital2,384,0900 00For
Prudential/PGIM2,304,6570 00For
Capital Group2,225,9380 00For
PROFESSIONALLY MANAGED PORTFOLIOS2,164,2780 00For
JANUS INVESTMENT FUND2,020,4960 00For
Jackson National2,003,8690 00For
New York Life1,950,1960 00For
American Century1,539,9300 00For
MASTER INVESTMENT PORTFOLIO1,305,7250 00For
ProShares1,269,8360 00For
Columbia Threadneedle01,182,766 00Against
Equitable927,11917,802 00For
Gabelli856,7500 00For

Showing the 25 largest of 197 asset managers. See all 197 in the interactive database.

7. Elect Director: Kimberly A. deBeers

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 6 wordings of this item as funds reported it.

98% Majority: yes · of votes cast

FOR 98%
FOR: 658,322,099AGAINST: 10,404,178
Details: description as filed, official tally, votes by 197 asset managers

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”): 658,322,099 for, 10,404,178 against, per its Form 8-K filed May 18, 2026 (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 2027 and until his or her successor ha…”
Support: 98% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 197 asset managers below reported 263,400,249 for, 60,334 against, 85,108 abstained, 638 not voted, 2,550 unknown.

FOR
FOR: 263,400,249AGAINST: 60,334ABSTAIN: 85,108UNKNOWN: 2,550NOT VOTED: 638
Largest asset managers voting on “Election of Director Nominees: Kimberly A. deBeers” at O'Reilly Automotive, Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard77,405,17554 60For
Fidelity32,288,4900 00For
Invesco25,375,4780 00For
BlackRock23,232,9630 00For
Principal14,883,3880 00For
TIAA13,810,4840 00For
State Street8,398,9070 00For
Charles Schwab6,170,9070 00For
MFS5,304,4760 00For
JPMorgan3,413,5170 00For
T. Rowe Price2,512,5700 00For
HARBOR FUNDS2,440,6770 00For
Victory Capital2,384,0900 00For
Prudential/PGIM2,304,6570 00For
Capital Group2,225,9380 00For
PROFESSIONALLY MANAGED PORTFOLIOS2,164,2780 00For
JANUS INVESTMENT FUND2,020,4960 00For
Jackson National2,003,8690 00For
New York Life1,950,1960 00For
American Century1,539,9300 00For
MASTER INVESTMENT PORTFOLIO1,305,7250 00For
ProShares1,269,8360 00For
Columbia Threadneedle1,182,7660 00For
Equitable927,11917,802 00For
Gabelli856,7500 00For

Showing the 25 largest of 197 asset managers. See all 197 in the interactive database.

8. Elect Director: Maria A. Sastre

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 5 wordings of this item as funds reported it.

99.2% Majority: yes · of votes cast

FOR 99.2%
FOR: 664,084,203AGAINST: 5,012,735
Details: description as filed, official tally, votes by 197 asset managers

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”): 664,084,203 for, 5,012,735 against, per its Form 8-K filed May 18, 2026 (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 2027 and until his or her successor ha…”
Support: 99.2% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 197 asset managers below reported 263,377,250 for, 83,336 against, 85,105 abstained, 638 not voted, 2,550 unknown.

FOR
FOR: 263,377,250AGAINST: 83,336ABSTAIN: 85,105UNKNOWN: 2,550NOT VOTED: 638
Largest asset managers voting on “Election of Director Nominees: Maria A. Sastre” at O'Reilly Automotive, Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard77,405,20824 30For
Fidelity32,288,4900 00For
Invesco25,375,4780 00For
BlackRock23,232,9630 00For
Principal14,883,3880 00For
TIAA13,810,4840 00For
State Street8,398,9070 00For
Charles Schwab6,170,9070 00For
MFS5,304,4760 00For
JPMorgan3,413,5170 00For
T. Rowe Price2,512,5700 00For
HARBOR FUNDS2,440,6770 00For
Victory Capital2,384,0900 00For
Prudential/PGIM2,304,6570 00For
Capital Group2,225,9380 00For
PROFESSIONALLY MANAGED PORTFOLIOS2,164,2780 00For
JANUS INVESTMENT FUND2,020,4960 00For
Jackson National2,003,8690 00For
New York Life1,950,1960 00For
American Century1,539,9300 00For
MASTER INVESTMENT PORTFOLIO1,305,7250 00For
ProShares1,269,8360 00For
Columbia Threadneedle1,182,7660 00For
Equitable944,9210 00For
Gabelli856,7500 00For

Showing the 25 largest of 197 asset managers. See all 197 in the interactive database.

9. Elect Director: Thomas T. Hendrickson

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 5 wordings of this item as funds reported it.

92% Majority: yes · of votes cast

FOR 92%
FOR: 618,655,349AGAINST: 50,170,330
Details: description as filed, official tally, votes by 197 asset managers

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”): 618,655,349 for, 50,170,330 against, per its Form 8-K filed May 18, 2026 (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 2027 and until his or her successor ha…”
Support: 92% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 197 asset managers below reported 261,754,191 for, 1,706,392 against, 85,107 abstained, 638 not voted, 2,550 unknown.

FOR
FOR: 261,754,191AGAINST: 1,706,392ABSTAIN: 85,107UNKNOWN: 2,550NOT VOTED: 638
Largest asset managers voting on “Election of Director Nominees: Thomas T. Hendrickson” at O'Reilly Automotive, Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard77,404,979251 50For
Fidelity32,288,4900 00For
Invesco25,375,4780 00For
BlackRock23,232,9630 00For
Principal14,883,3880 00For
TIAA13,810,4840 00For
State Street8,398,802105 00For
Charles Schwab6,170,9070 00For
MFS5,304,4760 00For
JPMorgan3,413,5170 00For
T. Rowe Price2,512,5700 00For
HARBOR FUNDS2,440,6770 00For
Victory Capital2,384,0900 00For
Prudential/PGIM2,304,6570 00For
Capital Group2,225,9380 00For
PROFESSIONALLY MANAGED PORTFOLIOS2,164,2780 00For
JANUS INVESTMENT FUND2,020,4960 00For
Jackson National2,003,8690 00For
New York Life1,950,1960 00For
American Century1,539,9300 00For
MASTER INVESTMENT PORTFOLIO1,305,7250 00For
ProShares1,269,8360 00For
Columbia Threadneedle01,182,766 00Against
Equitable927,11917,802 00For
Gabelli856,7500 00For

Showing the 25 largest of 197 asset managers. See all 197 in the interactive database.

10. The shareholders voted to approve, by a non-binding, advisory vote, the 2025 compensation of the Company's Named…

Official resultFund totals may overlapSECTION 14A SAY-ON-PAY VOTESReported outcome: Approved

Combines 21 wordings of this item as funds reported it.

92% Approved · of votes cast

FOR 92%
FOR: 613,777,069AGAINST: 53,995,103
Details: description as filed, official tally, votes by 1,174 asset managers

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 2025 compensation of the Company's Named Executive Officers (NEOs).”): 613,777,069 for, 53,995,103 against — passed, per its Form 8-K filed May 18, 2026 (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 2025 compensation of the Company's Named Executive Officers (NEOs).”
Support: 92% 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).

Fund voting reports: 190 asset managers voting on “Advisory vote to approve executive compensation.” at O'Reilly Automotive, Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard77,405,004220 100For
Fidelity32,288,4900 00For
Invesco25,375,4780 00For
BlackRock23,217,66615,297 00For
Principal14,883,3880 00For
TIAA13,810,4840 00For
State Street8,397,7561,151 00For
Charles Schwab6,170,9070 00For
MFS5,304,4760 00For
JPMorgan3,413,5170 00For
T. Rowe Price2,512,5700 00For
HARBOR FUNDS2,440,6770 00For
Victory Capital2,384,0900 00For
Prudential/PGIM2,304,6570 00For
Capital Group2,225,9380 00For
PROFESSIONALLY MANAGED PORTFOLIOS2,164,2780 00For
JANUS INVESTMENT FUND2,020,4960 00For
Jackson National2,003,8690 00For
New York Life1,941,9868,210 00For
American Century1,539,9300 00For
MASTER INVESTMENT PORTFOLIO1,305,7250 00For
ProShares1,269,8360 00For
Columbia Threadneedle1,182,7660 00For
Equitable927,11917,802 00For
Gabelli856,7500 00For

Fund voting reports, all 190 managers: 261,955,623 for, 1,205,791 against, 85,112 abstained, 638 not voted, 172 mixed. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports: 1,022 asset managers voting on “Advisory vote to approve executive compensation.” at O'Reilly Automotive, Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
BlackRock31,285,082687,488 00For
Invesco31,916,2470 00For
GEODE CAPITAL MANAGEMENT, LLC24,285,0730 00For
PRINCIPAL GLOBAL INVESTORS19,663,0290 00For
State Street14,400,241303,804 54,9690For
Nuveen14,413,148585 00For
Fidelity12,626,76439,306 00For
UBS011,404,204 00Against
Winslow Capital Management, LLC10,284,4170 00For
Wellington9,743,8090 00For
Amundi09,010,904 00Against
Vanguard8,701,2690 00For
JENNISON ASSOCIATES LLC8,477,52814,572 00For
T. Rowe Price8,411,0110 00For
MASSACHUSETTS FINANCIAL SERVICES CO /MA/8,226,2300 00For
Northern Trust7,761,177200,617 00For
Baird7,167,7650 00For
Walter Scott & Partners Ltd6,419,5710 00For
Charles Schwab6,328,7760 00For
Goldman Sachs6,124,2571,026 00For
PARAMETRIC PORTFOLIO ASSOCIATES LLC5,217,5110 00For
ARROWSTREET CAPITAL, LIMITED PARTNERSHIP4,473,079278,970 00Mixed
Janus Henderson4,530,45427,698 00For
MELLON INVESTMENTS Corp4,293,4470 00For
BANK OF AMERICA NA3,620,1140 00For

Institutional-manager reports, all 1,022 managers: 409,009,590 for, 40,350,692 against, 689,208 withheld, 329,916 abstained, 300,829 not voted, 3,675 unknown. Showing the 25 largest; see all in the interactive database.

11. (c) The shareholders voted to ratify the appointment of Ernst & Young LLP, as the Company's independent auditors for…

Official resultAUDIT-RELATEDReported outcome: Approved

Combines 7 wordings of this item as funds reported it.

94% Approved · of votes cast

FOR 94%
FOR: 695,116,311AGAINST: 45,241,655
Details: description as filed, official tally, votes by 200 asset managers

Description as filed by funds: Ratification of appointment of Ernst & Young LLP as independent auditors for the fiscal year ending December 31, 2026.

O'Reilly Automotive, Inc.’s own tally for this item (“(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, 2026.”): 695,116,311 for, 45,241,655 against — passed, per its Form 8-K filed May 18, 2026 (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, 2026.”
Support: 94% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 200 asset managers below reported 262,845,311 for, 626,897 against, 85,104 abstained, 638 not voted, 2,550 unknown.

FOR
FOR: 262,845,311AGAINST: 626,897ABSTAIN: 85,104UNKNOWN: 2,550NOT VOTED: 638
Largest asset managers voting on “Ratification of appointment of Ernst & Young LLP as independent auditors for the fiscal year ending December 3” at O'Reilly Automotive, Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard77,346,32858,904 20For
Fidelity32,288,4900 00For
Invesco25,375,4780 00For
BlackRock23,228,0984,865 00For
Principal14,883,3880 00For
TIAA13,810,4840 00For
State Street8,398,802105 00For
Charles Schwab6,170,9070 00For
MFS5,304,4760 00For
JPMorgan3,413,5170 00For
T. Rowe Price2,512,5700 00For
HARBOR FUNDS2,440,6770 00For
Victory Capital2,384,0900 00For
Prudential/PGIM2,304,6570 00For
Capital Group2,225,9380 00For
PROFESSIONALLY MANAGED PORTFOLIOS2,164,2780 00For
JANUS INVESTMENT FUND2,020,4960 00For
Jackson National2,003,8690 00For
New York Life1,950,1960 00For
American Century1,539,9300 00For
MASTER INVESTMENT PORTFOLIO1,305,7250 00For
ProShares1,269,8360 00For
Columbia Threadneedle1,182,7660 00For
Equitable927,11917,802 00For
Gabelli856,7500 00For

Showing the 25 largest of 200 asset managers. See all 200 in the interactive database.

12. The shareholders voted against the shareholder proposal entitled "Avoid Brand Damage due to Corporate Political…

Official resultOTHER SOCIAL ISSUESReported outcome: Not approved

Combines 10 wordings of this item as funds reported it.

44% Not approved · of votes cast

FOR 44%AGAINST
FOR: 292,670,896AGAINST: 369,391,768
Details: description as filed, official tally, votes by 194 asset managers

Description as filed by funds: Shareholder proposal entitled "Avoid Brand Damage due to Corporate Political Spending."

O'Reilly Automotive, Inc.’s own tally for this item (“The shareholders voted against the shareholder proposal entitled "Avoid Brand Damage due to Corporate Political Spending.”): 292,670,896 for, 369,391,768 against — failed, per its Form 8-K filed May 18, 2026 (Item 5.07).

Reported outcome: Not approved, in the filing’s own words: “(d) The shareholders voted against the shareholder proposal entitled "Avoid Brand Damage due to Corporate Political Spending." The voting results are as follows:”
Support: 44% 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: “S/H Proposal - Corporate Governance” (3 managers, Fund and manager reports combined; may count the same shares twice; no share total shown).

The 194 asset managers below reported 60,763,545 for, 200,667,067 against, 1,555,410 abstained, 638 not voted, 33 unknown.

FORAGAINST
FOR: 60,763,545AGAINST: 200,667,067ABSTAIN: 1,555,410NOT VOTED: 638UNKNOWN: 33
Largest asset managers voting on “Shareholder proposal entitled "Avoid Brand Damage due to Corporate Political Spending."” at O'Reilly Automotive, Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard66,66777,338,524 430Against
Fidelity10,463,94221,824,548 00Mixed
Invesco1,37925,374,099 00Against
BlackRock282,20922,950,754 00Against
Principal440,69114,442,697 00Against
TIAA13,810,4840 00For
State Street8,379,37519,532 00For
Charles Schwab1,4416,169,466 00Against
MFS5,304,4760 00For
JPMorgan03,413,517 00Against
T. Rowe Price02,512,570 00Against
HARBOR FUNDS02,440,677 00Against
Victory Capital2,384,0900 00For
Prudential/PGIM291,4292,013,228 00Mixed
Capital Group02,225,938 00Against
PROFESSIONALLY MANAGED PORTFOLIOS02,164,278 00Against
JANUS INVESTMENT FUND6,6572,013,839 00Against
Jackson National59,5611,944,308 00Against
New York Life1,780,761169,435 00Mixed
American Century01,539,930 00Against
MASTER INVESTMENT PORTFOLIO18,8341,286,891 00Against
ProShares1,269,8360 00For
Columbia Threadneedle1,182,7660 00For
Equitable586,147208,774 150,0000Mixed
Gabelli00 856,7500Abstain

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

Not shown here: this season’s fund filings also report 1 item from the meeting of May 15, 2025, which belongs to the 2024-2025 season. A meeting outside this season’s July 1 to June 30 window is not counted in this page’s items or in its totals of asset managers and fund votes.

Largest O'Reilly Automotive, Inc. shareholders voting in 2025-2026

Ranked separately for each type of Form N-PX report. An institutional manager can report shares that a fund it advises also reports, so the two tables can list the same shares and are never added together. Each is ranked by the shares voted on the item that the most managers of that type reported, shown as a share of the 832,292,716 shares outstanding at the time of that meeting.

Fund voting reports: top O'Reilly Automotive, Inc. shareholders by shares voted on “Advisory vote to approve executive compensation.”, 2025-2026
#Asset manager % of shares outstanding
1Vanguard 9.30%
2Fidelity 3.88%
3Invesco 3.05%
4BlackRock 2.79%
5Principal 1.79%
6TIAA 1.66%
7State Street 1.01%
8Charles Schwab 0.74%
9MFS 0.64%
10JPMorgan 0.41%
Institutional-manager reports: top O'Reilly Automotive, Inc. shareholders by shares voted on “Advisory vote to approve executive compensation.”, 2025-2026
#Asset manager % of shares outstanding
1BlackRock 3.84%
2Invesco 3.83%
3GEODE CAPITAL MANAGEMENT, LLC 2.92%
4PRINCIPAL GLOBAL INVESTORS 2.36%
5State Street 1.77%
6Nuveen 1.73%
7Fidelity 1.52%
8UBS 1.37%
9Winslow Capital Management, LLC 1.24%
10Wellington 1.17%

Reported O'Reilly Automotive, Inc. holdings and ownership

As disclosed to the SEC in Form 13F (quarter-end holdings of 30 large managers), Schedules 13D and 13G (beneficial ownership above 5%) and the company’s own proxy statement (DEF 14A). Each row names its form.

O'Reilly Automotive, Inc. holdings and ownership disclosed for the 2025-2026 proxy season
Holder % outstanding Disclosure
Vanguard Group 9.58% 13F
BlackRock 7.83% 13F
State Street 4.41% 13F
FMR (Fidelity) 2.21% 13F
Morgan Stanley 1.91% 13F
BNY Mellon 1.56% 13F
Northern Trust 1.08% 13F
Goldman Sachs 1.04% 13F
Invesco 1.04% 13F

Percentages above are of 832,292,716 shares outstanding, as reported by O'Reilly Automotive, Inc. on its Form 10-Q dated March 31, 2026 (see the filing on EDGAR). This is the count contemporaneous with the 2025-2026 meeting, not today’s. Each holding is as of its own filing, which may be dated before or after the meeting.

About this page

Every figure above is derived from filings made with the US Securities and Exchange Commission: Form N-PX, in which registered funds disclose how they voted every proxy and institutional managers disclose their votes on executive pay (say-on-pay, say-on-frequency and golden parachutes), and Form 8-K Item 5.07, in which the company reports its own meeting results. Shares outstanding are taken from O'Reilly Automotive, Inc.’s 10-Q dated March 31, 2026. This page is a static snapshot rebuilt weekly on October 13, 2026; a live search always shows the current data.

At O'Reilly Automotive, Inc.'s shareholder meeting held May 14, 2026, in the 2025-2026 proxy season, 1,174 asset managers reported how they voted on 12 ballot items in their SEC Form N-PX filings, covering 14,057 separate fund positions. On the most widely held item on that ballot — Advisory vote to approve executive compensation. — O'Reilly Automotive, Inc.'s filing reports the proposal as approved, with 92% support of the votes cast (FOR divided by FOR plus AGAINST, the conventional basis for proxy support; abstentions, broker non-votes and unvoted shares are excluded because none of them took a side). Source: O'Reilly Automotive, Inc.'s Form 8-K, Item 5.07, filed with the U.S. Securities and Exchange Commission on May 18, 2026.

O'Reilly Automotive, Inc. proxy season coverage: 2023-2024 · 2024-2025 · 2025-2026 (this page).

Download data (CSV): ballot items · votes by manager · column guide.