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O'REILLY AUTOMOTIVE INC. 2024-2025 Proxy Voting Records

Compiled from SEC Form N-PX filings and O'REILLY AUTOMOTIVE INC.’s Form 8-K (Item 5.07 on EDGAR). Page generated 04 October 2026.

  • 21Reported items
  • 1,113Asset managers
  • 13,198Fund votes
  • 2025-05-15Meeting date

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

Explore O'REILLY AUTOMOTIVE INC. in the interactive database Compare manager voting policies

Official 2024-2025 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 (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 2025-05-15
Ballot itemForAgainst AbstainWithheldBroker non-votesOutcome
Elect Director: Greg Henslee 44,544,5352,712,14129,425 --4,476,896 Majority: yes
Elect Director: David O'Reilly 45,808,9431,450,39026,768 --4,476,896 Majority: yes
Elect Director: Thomas T. Hendrickson 43,660,9473,576,53048,624 --4,476,896 Majority: yes
Elect Director: Kimberly A. deBeers 47,145,65483,08157,366 --4,476,896 Majority: yes
Elect Director: Gregory D. Johnson 45,391,5051,865,35829,238 --4,476,896 Majority: yes
Elect Director: John R. Murphy 43,118,3534,115,06152,687 --4,476,896 Majority: yes
Elect Director: Dana M. Perlman 41,568,6995,642,74174,661 --4,476,896 Majority: yes
Elect Director: Maria A. Sastre 46,263,406941,25181,444 --4,476,896 Majority: yes
Elect Director: Fred Whitfield 46,294,501911,06680,534 --4,476,896 Majority: yes
The shareholders voted to approve, by a non-binding, advisory vote, the 2024 compensation of the Company's Named Executive Officers (NEOs). 42,959,3294,167,778158,994 --4,476,896 Majority: yes
The shareholders voted to amend the Articles of Incorporation to increase the number of authorized shares of common stock. 51,359,558358,03645,403 ---- Majority: yes
(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. 48,976,6302,727,37558,992 ---- Majority: yes
The shareholders voted against the shareholder proposal entitled "Support Improved Clawback Policy for Unearned Executive Pay. 2,904,33344,198,419183,349 --4,476,896 Majority: no

Source: O'REILLY AUTOMOTIVE INC., Form 8-K — read the filing on EDGAR.

How asset managers voted at the O'REILLY AUTOMOTIVE INC. 2024-2025 meeting

Each item below shows how the 1,113 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. These are reported items, not a count of the ballot: fund filings describe one ballot item in different words. Two descriptions are shown as one item only on evidence — the same text (or one cut short of the other), the same director nominee, or a match to the same row of O'REILLY AUTOMOTIVE INC.’s own Form 8-K tally — never because they merely read alike. A description that could not be joined that way is listed on its own, so one ballot item can appear more than once.

1. Advisory Vote to Approve Named Executive Officer Compensation.

SECTION 14A SAY-ON-PAY VOTESMajority of the votes cast: yes

Meeting held 2025-05-15.

Combines 25 wordings of this item as funds reported it.

91% Majority: yes · of votes cast

FOR 91%9%
FOR: 42,959,329AGAINST: 4,167,778

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, per its Form 8-K (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. Of all 57,113,515 outstanding shares: 75% for, 7% against (83% of the company cast a for/against vote).

The 1,094 asset managers below cast 93% of the shares they voted on this item FOR. 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.

FOR 92%7%
FOR: 92.4%AGAINST: 7.5%ABSTAIN: 0.1%NOT VOTED: 0.0%A: 0.0%NO VOTE: 0.0%
Largest asset managers voting on “Advisory Vote to Approve Named Executive Officer Compensation.” at O'REILLY AUTOMOTIVE INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard6,195,967534 00For
Fidelity3,454,0950 00For
BlackRock3,211,52131,595 00For
State Street2,060,5268,767 00For
Wellington1,764,3890 00For
PRINCIPAL GLOBAL INVESTORS1,676,7340 00For
GEODE CAPITAL MANAGEMENT, LLC1,511,0360 00For
Principal1,255,3660 00For
T. Rowe Price854,4520 00For
Charles Schwab781,2060 00For
UBS0715,769 00Against
Invesco688,5960 00For
JENNISON ASSOCIATES LLC671,1211,180 00For
MASSACHUSETTS FINANCIAL SERVICES CO /MA/666,8220 00For
PROFESSIONALLY MANAGED PORTFOLIOS661,6070 00For
Northern Trust586,7038,201 00For
Walter Scott & Partners Ltd593,7550 00For
Nuveen530,0090 00For
Winslow Capital Management, LLC507,3650 00For
TIAA486,7530 00For
JPMorgan482,5650 00For
Baird481,3660 00For
MFS445,4520 00For
Amundi0435,568 00Against
PARAMETRIC PORTFOLIO ASSOCIATES LLC330,1140 00For

Showing the 25 largest of 1,094 asset managers. See all 1,094 in the interactive database.

2. Shareholder proposal entitled "Support Improved Clawback Policy for Unearned Executive Pay."

COMPENSATIONMajority of the votes cast: no

Meeting held 2025-05-15.

Combines 17 wordings of this item as funds reported it.

6% Majority: no · of votes cast

AGAINST 94%
FOR: 2,904,333AGAINST: 44,198,419

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, per its Form 8-K (Item 5.07). FOR was not 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. Of all 57,113,515 outstanding shares: 5% for, 77% against (82% of the company cast a for/against vote).

The 209 asset managers below cast 1% of the shares they voted on this item FOR (230,855 for, 17,882,412 against).

AGAINST 99%
FOR: 230,855 (1.3%)AGAINST: 17,882,412 (98.7%)ABSTAIN: 7,585 (0.0%)NOT VOTED: 230 (0.0%)UNKNOWN: 50 (0.0%)
Largest asset managers voting on “Shareholder proposal entitled "Support Improved Clawback Policy for Unearned Executive Pay."” at O'REILLY AUTOMOTIVE INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard5345,834,409 00Against
Fidelity02,355,770 00Against
BlackRock9631,406,040 00Against
Principal01,255,366 00Against
PROFESSIONALLY MANAGED PORTFOLIOS0661,607 00Against
State Street47589,138 00Against
TIAA0481,827 00Against
MFS0445,452 00Against
Charles Schwab0387,580 00Against
T. Rowe Price0229,526 00Against
Victory Capital0215,865 00Against
HARBOR FUNDS0203,216 00Against
JANUS INVESTMENT FUND0195,570 00Against
Jackson National0191,054 00Against
New York Life0190,122 00Against
Prudential/PGIM12,564170,231 00Against
Invesco0177,958 00Against
JPMorgan0163,048 00Against
OLD WESTBURY FUNDS INC0116,510 00Against
Columbia Threadneedle0114,120 00Against
Hartford0100,091 00Against
Dimensional093,078 00Against
John Hancock093,056 00Against
MASTER INVESTMENT PORTFOLIO090,687 00Against
Transamerica089,758 00Against

Showing the 25 largest of 209 asset managers. See all 209 in the interactive database.

3. Amend the Articles of Incorporation to increase the number of authorized shares of common stock.

CAPITAL STRUCTUREMajority of the votes cast: yes

Meeting held 2025-05-15.

Combines 8 wordings of this item as funds reported it.

99.3% Majority: yes · of votes cast

FOR 99.3%
FOR: 51,359,558AGAINST: 358,036

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 (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. Of all 57,113,515 outstanding shares: 90% for, 0.7% against (91% of the company cast a for/against vote).

The 201 asset managers below cast 99.6% of the shares they voted on this item FOR (18,036,276 for, 63,004 against).

FOR 99.6%
FOR: 18,036,276 (99.6%)AGAINST: 63,004 (0.3%)ABSTAIN: 3 (0.0%)NOT VOTED: 230 (0.0%)A: 207 (0.0%)
Largest asset managers voting on “Amend the Articles of Incorporation to increase the number of authorized shares of common stock.” at O'REILLY AUTOMOTIVE INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard5,834,9430 00For
Fidelity2,355,7700 00For
BlackRock1,407,0030 00For
Principal1,255,3660 00For
PROFESSIONALLY MANAGED PORTFOLIOS661,6070 00For
State Street589,1850 00For
TIAA481,8270 00For
MFS445,4520 00For
Charles Schwab387,5800 00For
T. Rowe Price229,5260 00For
Victory Capital215,8650 00For
HARBOR FUNDS203,2160 00For
JANUS INVESTMENT FUND195,5700 00For
Jackson National191,0540 00For
New York Life190,1220 00For
Prudential/PGIM170,62212,173 00For
Invesco177,9580 00For
JPMorgan163,0480 00For
OLD WESTBURY FUNDS INC116,5100 00For
Columbia Threadneedle114,1200 00For
Hartford100,0910 00For
Dimensional93,0780 00For
John Hancock93,0560 00For
MASTER INVESTMENT PORTFOLIO90,6870 00For
Transamerica89,7580 00For

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

4. Ratification of appointment of Ernst & Young LLP as independent auditors for the fiscal year ending December 31, 2025.

AUDIT-RELATEDMajority of the votes cast: yes

Meeting held 2025-05-15.

Combines 8 wordings of this item as funds reported it.

95% Majority: yes · of votes cast

FOR 95%
FOR: 48,976,630AGAINST: 2,727,375

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, per its Form 8-K (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. Of all 57,113,515 outstanding shares: 86% for, 5% against (91% of the company cast a for/against vote).

The 201 asset managers below cast 99.8% of the shares they voted on this item FOR (18,061,061 for, 30,599 against).

FOR 99.7%
FOR: 18,061,061 (99.8%)AGAINST: 30,599 (0.2%)ABSTAIN: 7,573 (0.0%)UNKNOWN: 257 (0.0%)NOT VOTED: 230 (0.0%)
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., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard5,834,409534 00For
Fidelity2,355,7700 00For
BlackRock1,407,0030 00For
Principal1,255,3660 00For
PROFESSIONALLY MANAGED PORTFOLIOS661,6070 00For
State Street589,1769 00For
TIAA481,8270 00For
MFS445,4520 00For
Charles Schwab387,5800 00For
T. Rowe Price229,5260 00For
Victory Capital215,8650 00For
HARBOR FUNDS203,2160 00For
JANUS INVESTMENT FUND195,5700 00For
Jackson National191,0540 00For
New York Life190,1220 00For
Prudential/PGIM182,7950 00For
Invesco177,9580 00For
JPMorgan163,0480 00For
OLD WESTBURY FUNDS INC116,5100 00For
Columbia Threadneedle114,1200 00For
Hartford99,954137 00For
Dimensional93,0780 00For
John Hancock93,0560 00For
MASTER INVESTMENT PORTFOLIO90,6870 00For
Transamerica89,7580 00For

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

5. Election of Director Nominees: Greg Henslee

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2025-05-15.

Combines 4 wordings of this item as funds reported it.

94% Majority: yes · of votes cast

FOR 94%
FOR: 44,544,535AGAINST: 2,712,141

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 (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. Of all 57,113,515 outstanding shares: 78% for, 5% against (83% of the company cast a for/against vote).

The 196 asset managers below cast 99.4% of the shares they voted on this item FOR (17,999,461 for, 92,166 against).

FOR 99.4%
FOR: 17,999,461 (99.4%)AGAINST: 92,166 (0.5%)ABSTAIN: 7,572 (0.0%)NOT VOTED: 230 (0.0%)UNKNOWN: 207 (0.0%)
Largest asset managers voting on “Election of Director Nominees: Greg Henslee” at O'REILLY AUTOMOTIVE INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard5,834,409534 00For
Fidelity2,355,7700 00For
BlackRock1,407,0030 00For
Principal1,255,3660 00For
PROFESSIONALLY MANAGED PORTFOLIOS661,6070 00For
State Street589,1769 00For
TIAA481,8270 00For
MFS445,4520 00For
Charles Schwab387,5800 00For
T. Rowe Price229,5260 00For
Victory Capital215,8650 00For
HARBOR FUNDS203,2160 00For
JANUS INVESTMENT FUND195,5700 00For
Jackson National191,0540 00For
New York Life190,1220 00For
Prudential/PGIM182,7950 00For
Invesco177,9580 00For
JPMorgan163,0480 00For
OLD WESTBURY FUNDS INC116,5100 00For
Columbia Threadneedle114,1200 00For
Hartford100,0910 00For
Dimensional93,0780 00For
John Hancock93,0560 00For
MASTER INVESTMENT PORTFOLIO90,6870 00For
Transamerica89,7580 00For

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

6. Election of Director Nominees: David O'Reilly

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2025-05-15.

Combines 5 wordings of this item as funds reported it.

97% Majority: yes · of votes cast

FOR 97%
FOR: 45,808,943AGAINST: 1,450,390

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 (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. Of all 57,113,515 outstanding shares: 80% for, 3% against (83% of the company cast a for/against vote).

The 196 asset managers below cast 99.9% of the shares they voted on this item FOR (18,079,998 for, 11,630 against).

FOR 99.8%
FOR: 18,079,998 (99.9%)AGAINST: 11,630 (0.1%)ABSTAIN: 7,572 (0.0%)NOT VOTED: 230 (0.0%)UNKNOWN: 207 (0.0%)
Largest asset managers voting on “Election of Director Nominees: David O'Reilly” at O'REILLY AUTOMOTIVE INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard5,834,9430 00For
Fidelity2,355,7700 00For
BlackRock1,407,0030 00For
Principal1,255,3660 00For
PROFESSIONALLY MANAGED PORTFOLIOS661,6070 00For
State Street589,1769 00For
TIAA481,8270 00For
MFS445,4520 00For
Charles Schwab387,5800 00For
T. Rowe Price229,5260 00For
Victory Capital215,8650 00For
HARBOR FUNDS203,2160 00For
JANUS INVESTMENT FUND195,5700 00For
Jackson National191,0540 00For
New York Life190,1220 00For
Prudential/PGIM182,7950 00For
Invesco177,9580 00For
JPMorgan163,0480 00For
OLD WESTBURY FUNDS INC116,5100 00For
Columbia Threadneedle114,1200 00For
Hartford100,0910 00For
Dimensional93,0780 00For
John Hancock93,0560 00For
MASTER INVESTMENT PORTFOLIO90,6870 00For
Transamerica89,7580 00For

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

7. Election of Director Nominees: Thomas T. Hendrickson

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2025-05-15.

Combines 5 wordings of this item as funds reported it.

92% Majority: yes · of votes cast

FOR 92%8%
FOR: 43,660,947AGAINST: 3,576,530

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 (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. Of all 57,113,515 outstanding shares: 76% for, 6% against (83% of the company cast a for/against vote).

The 196 asset managers below cast 99.7% of the shares they voted on this item FOR (18,050,091 for, 41,485 against).

FOR 99.7%
FOR: 18,050,091 (99.7%)AGAINST: 41,485 (0.2%)ABSTAIN: 7,574 (0.0%)UNKNOWN: 257 (0.0%)NOT VOTED: 230 (0.0%)
Largest asset managers voting on “Election of Director Nominees: Thomas T. Hendrickson” at O'REILLY AUTOMOTIVE INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard5,834,9421 00For
Fidelity2,355,7700 00For
BlackRock1,406,676327 00For
Principal1,255,3660 00For
PROFESSIONALLY MANAGED PORTFOLIOS661,6070 00For
State Street589,1769 00For
TIAA481,8270 00For
MFS445,4520 00For
Charles Schwab387,5800 00For
T. Rowe Price229,5260 00For
Victory Capital215,8650 00For
HARBOR FUNDS203,2160 00For
JANUS INVESTMENT FUND195,5700 00For
Jackson National191,0540 00For
New York Life190,1220 00For
Prudential/PGIM182,7950 00For
Invesco177,9580 00For
JPMorgan163,0480 00For
OLD WESTBURY FUNDS INC116,5100 00For
Columbia Threadneedle114,1200 00For
Hartford100,0910 00For
Dimensional93,0780 00For
John Hancock93,0560 00For
MASTER INVESTMENT PORTFOLIO90,6870 00For
Transamerica89,511247 00For

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

8. Election of Director Nominees: Kimberly A. deBeers

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2025-05-15.

Combines 6 wordings of this item as funds reported it.

99.8% Majority: yes · of votes cast

FOR 99.8%
FOR: 47,145,654AGAINST: 83,081

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 (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. Of all 57,113,515 outstanding shares: 83% for, 0.2% against (83% of the company cast a for/against vote).

The 196 asset managers below cast 99.9% of the shares they voted on this item FOR (18,087,908 for, 3,717 against).

FOR 99.9%
FOR: 18,087,908 (99.9%)AGAINST: 3,717 (0.0%)ABSTAIN: 7,575 (0.0%)NOT VOTED: 230 (0.0%)UNKNOWN: 207 (0.0%)
Largest asset managers voting on “Election of Director Nominees: Kimberly A. deBeers” at O'REILLY AUTOMOTIVE INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard5,834,9430 00For
Fidelity2,355,7700 00For
BlackRock1,407,0030 00For
Principal1,255,3660 00For
PROFESSIONALLY MANAGED PORTFOLIOS661,6070 00For
State Street589,1850 00For
TIAA481,8270 00For
MFS445,4520 00For
Charles Schwab387,5800 00For
T. Rowe Price229,5260 00For
Victory Capital215,8650 00For
HARBOR FUNDS203,2160 00For
JANUS INVESTMENT FUND195,5700 00For
Jackson National191,0540 00For
New York Life190,1220 00For
Prudential/PGIM182,7950 00For
Invesco177,9580 00For
JPMorgan163,0480 00For
OLD WESTBURY FUNDS INC116,5100 00For
Columbia Threadneedle114,1200 00For
Hartford100,0910 00For
Dimensional93,0780 00For
John Hancock93,0560 00For
MASTER INVESTMENT PORTFOLIO90,6870 00For
Transamerica89,7580 00For

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

9. Election of Director Nominees: Gregory D. Johnson

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2025-05-15.

Combines 5 wordings of this item as funds reported it.

96% Majority: yes · of votes cast

FOR 96%
FOR: 45,391,505AGAINST: 1,865,358

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 (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. Of all 57,113,515 outstanding shares: 79% for, 3% against (83% of the company cast a for/against vote).

The 196 asset managers below cast 99.9% of the shares they voted on this item FOR (18,085,427 for, 6,201 against).

FOR 99.9%
FOR: 18,085,427 (99.9%)AGAINST: 6,201 (0.0%)ABSTAIN: 7,572 (0.0%)NOT VOTED: 230 (0.0%)UNKNOWN: 207 (0.0%)
Largest asset managers voting on “Election of Director Nominees: Gregory D. Johnson” at O'REILLY AUTOMOTIVE INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard5,834,9430 00For
Fidelity2,355,7700 00For
BlackRock1,407,0030 00For
Principal1,255,3660 00For
PROFESSIONALLY MANAGED PORTFOLIOS661,6070 00For
State Street589,1769 00For
TIAA481,8270 00For
MFS445,4520 00For
Charles Schwab387,5800 00For
T. Rowe Price229,5260 00For
Victory Capital215,8650 00For
HARBOR FUNDS203,2160 00For
JANUS INVESTMENT FUND195,5700 00For
Jackson National191,0540 00For
New York Life190,1220 00For
Prudential/PGIM182,7950 00For
Invesco177,9580 00For
JPMorgan163,0480 00For
OLD WESTBURY FUNDS INC116,5100 00For
Columbia Threadneedle114,1200 00For
Hartford100,0910 00For
Dimensional93,0780 00For
John Hancock93,0560 00For
MASTER INVESTMENT PORTFOLIO90,6870 00For
Transamerica89,7580 00For

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

10. Election of Director Nominees: John R. Murphy

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2025-05-15.

Combines 4 wordings of this item as funds reported it.

91% Majority: yes · of votes cast

FOR 91%9%
FOR: 43,118,353AGAINST: 4,115,061

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 (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. Of all 57,113,515 outstanding shares: 75% for, 7% against (83% of the company cast a for/against vote).

The 196 asset managers below cast 99.6% of the shares they voted on this item FOR (18,026,149 for, 65,426 against).

FOR 99.5%
FOR: 18,026,149 (99.6%)AGAINST: 65,426 (0.4%)ABSTAIN: 7,574 (0.0%)UNKNOWN: 257 (0.0%)NOT VOTED: 230 (0.0%)
Largest asset managers voting on “Election of Director Nominees: John R. Murphy” at O'REILLY AUTOMOTIVE INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard5,834,9421 00For
Fidelity2,355,7700 00For
BlackRock1,407,0030 00For
Principal1,255,3660 00For
PROFESSIONALLY MANAGED PORTFOLIOS661,6070 00For
State Street589,1769 00For
TIAA481,8270 00For
MFS445,4520 00For
Charles Schwab387,5800 00For
T. Rowe Price229,5260 00For
Victory Capital215,8650 00For
HARBOR FUNDS203,2160 00For
JANUS INVESTMENT FUND195,5700 00For
Jackson National191,0540 00For
New York Life190,1220 00For
Prudential/PGIM182,7950 00For
Invesco177,9580 00For
JPMorgan163,0480 00For
OLD WESTBURY FUNDS INC116,5100 00For
Columbia Threadneedle114,1200 00For
Hartford100,0910 00For
Dimensional93,0780 00For
John Hancock93,0560 00For
MASTER INVESTMENT PORTFOLIO90,6870 00For
Transamerica89,511247 00For

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

11. Election of Director Nominees: Dana M. Perlman

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2025-05-15.

Combines 5 wordings of this item as funds reported it.

88% Majority: yes · of votes cast

FOR 88%12%
FOR: 41,568,699AGAINST: 5,642,741

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 (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. Of all 57,113,515 outstanding shares: 73% for, 10% against (83% of the company cast a for/against vote).

The 196 asset managers below cast 95% of the shares they voted on this item FOR (17,133,587 for, 958,037 against).

FOR 95%
FOR: 17,133,587 (94.7%)AGAINST: 958,037 (5.3%)ABSTAIN: 7,576 (0.0%)NOT VOTED: 230 (0.0%)UNKNOWN: 207 (0.0%)
Largest asset managers voting on “Election of Director Nominees: Dana M. Perlman” at O'REILLY AUTOMOTIVE INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard5,834,408535 00For
Fidelity2,355,7700 00For
BlackRock1,406,370633 00For
Principal1,236,07119,295 00For
PROFESSIONALLY MANAGED PORTFOLIOS661,6070 00For
State Street248588,937 00Against
TIAA481,8270 00For
MFS445,4520 00For
Charles Schwab387,5800 00For
T. Rowe Price229,5260 00For
Victory Capital215,8650 00For
HARBOR FUNDS203,2160 00For
JANUS INVESTMENT FUND195,5700 00For
Jackson National117,34873,706 00For
New York Life190,1220 00For
Prudential/PGIM182,7950 00For
Invesco177,9580 00For
JPMorgan163,0480 00For
OLD WESTBURY FUNDS INC116,5100 00For
Columbia Threadneedle114,1200 00For
Hartford99,954137 00For
Dimensional93,0780 00For
John Hancock93,0560 00For
MASTER INVESTMENT PORTFOLIO90,6870 00For
Transamerica88,1861,572 00For

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

12. Election of Director Nominees: Maria A. Sastre

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2025-05-15.

Combines 4 wordings of this item as funds reported it.

98% Majority: yes · of votes cast

FOR 98%
FOR: 46,263,406AGAINST: 941,251

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 (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. Of all 57,113,515 outstanding shares: 81% for, 2% against (83% of the company cast a for/against vote).

The 196 asset managers below cast 99.9% of the shares they voted on this item FOR (18,074,923 for, 16,547 against).

FOR 99.8%
FOR: 18,074,923 (99.9%)AGAINST: 16,547 (0.1%)ABSTAIN: 7,577 (0.0%)NOT VOTED: 230 (0.0%)UNKNOWN: 207 (0.0%)THREE YEARS: 153 (0.0%)
Largest asset managers voting on “Election of Director Nominees: Maria A. Sastre” at O'REILLY AUTOMOTIVE INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard5,834,9430 00For
Fidelity2,355,7700 00For
BlackRock1,406,676327 00For
Principal1,255,3660 00For
PROFESSIONALLY MANAGED PORTFOLIOS661,6070 00For
State Street589,1850 00For
TIAA481,8270 00For
MFS445,4520 00For
Charles Schwab387,5800 00For
T. Rowe Price229,5260 00For
Victory Capital215,8650 00For
HARBOR FUNDS203,2160 00For
JANUS INVESTMENT FUND195,5700 00For
Jackson National191,0540 00For
New York Life190,1220 00For
Prudential/PGIM182,7950 00For
Invesco177,9580 00For
JPMorgan163,0480 00For
OLD WESTBURY FUNDS INC116,5100 00For
Columbia Threadneedle114,1200 00For
Hartford100,0910 00For
Dimensional93,0780 00For
John Hancock93,0560 00For
MASTER INVESTMENT PORTFOLIO90,6870 00For
Transamerica89,7580 00For

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

13. Election of Director Nominees: Fred Whitfield

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2025-05-15.

Combines 4 wordings of this item as funds reported it.

98% Majority: yes · of votes cast

FOR 98%
FOR: 46,294,501AGAINST: 911,066

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 (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. Of all 57,113,515 outstanding shares: 81% for, 2% against (83% of the company cast a for/against vote).

The 196 asset managers below cast 99.8% of the shares they voted on this item FOR (18,071,686 for, 19,937 against).

FOR 99.8%
FOR: 18,071,686 (99.8%)AGAINST: 19,937 (0.1%)ABSTAIN: 7,577 (0.0%)NOT VOTED: 230 (0.0%)UNKNOWN: 207 (0.0%)
Largest asset managers voting on “Election of Director Nominees: Fred Whitfield” at O'REILLY AUTOMOTIVE INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard5,834,9430 00For
Fidelity2,355,7700 00For
BlackRock1,406,676327 00For
Principal1,255,3660 00For
PROFESSIONALLY MANAGED PORTFOLIOS661,6070 00For
State Street589,1850 00For
TIAA481,8270 00For
MFS445,4520 00For
Charles Schwab387,5800 00For
T. Rowe Price229,5260 00For
Victory Capital215,8650 00For
HARBOR FUNDS203,2160 00For
JANUS INVESTMENT FUND195,5700 00For
Jackson National191,0540 00For
New York Life190,1220 00For
Prudential/PGIM182,7950 00For
Invesco177,9580 00For
JPMorgan163,0480 00For
OLD WESTBURY FUNDS INC116,5100 00For
Columbia Threadneedle114,1200 00For
Hartford100,0910 00For
Dimensional93,0780 00For
John Hancock93,0560 00For
MASTER INVESTMENT PORTFOLIO90,6870 00For
Transamerica89,7580 00For

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

14. Advisory vote to approve executive compensation.

SECTION 14A SAY-ON-PAY VOTESMajority of the votes cast: yes

Meeting held 2024-05-16 (outside the 2024-2025 season's 1 July to 30 June window; reported in this season's filings).

Combines 2 wordings of this item as funds reported it.

91% Majority: yes · of votes cast

FOR 91%9%
FOR: 43,776,382AGAINST: 4,448,488

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, per its Form 8-K (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. Of all 57,113,515 outstanding shares: 77% for, 8% against (84% of the company cast a for/against vote).

The 6 asset managers below cast 86% of the shares they voted on this item FOR (4,518 for, 749 against).

FOR 86%AGAINST 14%
FOR: 4,518 (85.8%)AGAINST: 749 (14.2%)
Largest asset managers voting on “Advisory vote to approve executive compensation.” at O'REILLY AUTOMOTIVE INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Seascape Capital Management3,3310 00For
Ipswich Investment Management Co., Inc.8250 00For
COLDSTREAM CAPITAL MANAGEMENT INC0749 00Against
VAUGHAN DAVID INVESTMENTS LLC/IL3380 00For
Americana Partners, LLC240 00For
Echo45 Advisors LLC00 00--

15. S/H Proposal - Corporate Governance

SHAREHOLDER RIGHTS AND DEFENSES

Meeting held 2025-05-15.

2% fund support · no official result

AGAINST 98%

The 3 asset managers below cast 2% of the shares they voted on this item FOR (5 for, 326 against).

FOR: 5 (1.5%)AGAINST: 326 (98.5%)
Largest asset managers voting on “S/H Proposal - Corporate Governance” at O'REILLY AUTOMOTIVE INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
MATTERN CAPITAL MANAGEMENT, LLC0325 00Against
Simplify Exchange Traded Funds50 00For
VOISARD ASSET MANAGEMENT GROUP, INC.01 00Against

16. Election of Directors (Majority Voting)

DIRECTOR ELECTIONS

Meeting held 2025-05-15.

All nominees (reported as one line). These filers reported the election of directors as a single line covering every nominee. It is not attributed to any one director, and no share total is shown for it.

100% fund support · no official result

FOR 100%

The 2 asset managers below cast 100% of the shares they voted on this item FOR.

FOR: 100.0%
Largest asset managers voting on “Election of Directors (Majority Voting)” at O'REILLY AUTOMOTIVE INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Simplify Exchange Traded Funds50 00For
VOISARD ASSET MANAGEMENT GROUP, INC.10 00For

17. Clawback of Incentive Payments

COMPENSATION

Meeting held 2025-05-15.

0% fund support · no official result

AGAINST 100%

The 2 asset managers below cast 0% of the shares they voted on this item FOR (0 for, 6,748 against).

AGAINST: 6,748 (100.0%)
Largest asset managers voting on “Clawback of Incentive Payments” at O'REILLY AUTOMOTIVE INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
iA Global Asset Management Inc.06,673 00Against
NORTHERN LIGHTS FUND TRUST III075 00Against

18. Compensation

SECTION 14A SAY-ON-PAY VOTESMajority of the votes cast: yes

Meeting held 2025-05-15.

91% Majority: yes · of votes cast

FOR 91%9%
FOR: 42,959,329AGAINST: 4,167,778

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, per its Form 8-K (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. Of all 57,113,515 outstanding shares: 75% for, 7% against (83% of the company cast a for/against vote).

The 2 asset managers below cast 100% of the shares they voted on this item FOR (139 for, 0 against).

FOR 100%
FOR: 139 (100.0%)
Largest asset managers voting on “Compensation” at O'REILLY AUTOMOTIVE INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Members Trust Co910 00For
Blue Sky Capital Consultants Group, Inc.480 00For

19. Director Elections

DIRECTOR ELECTIONS

Meeting held 2025-05-15.

100% fund support · no official result

FOR 100%

The 2 asset managers below cast 100% of the shares they voted on this item FOR (93 for, 0 against).

FOR: 93 (100.0%)
Largest asset managers voting on “Director Elections” at O'REILLY AUTOMOTIVE INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Members Trust Co910 00For
Ballew Advisors, Inc20 00For

20. Executive Salary

SECTION 14A SAY-ON-PAY VOTES

Meeting held 2025-05-15.

100% fund support · no official result

FOR 100%

The 2 asset managers below cast 100% of the shares they voted on this item FOR (13 for, 0 against).

FOR: 13 (100.0%)
Largest asset managers voting on “Executive Salary” at O'REILLY AUTOMOTIVE INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Northside Capital Management, LLC110 00For
Bell & Brown Wealth Advisors, LLC20 00For

Showing the 20 reported items with the widest manager coverage, of 21 in total. View every item.

Largest O'REILLY AUTOMOTIVE INC. shareholders voting in 2024-2025

Ranked by the number of O'REILLY AUTOMOTIVE INC. shares each manager voted on the most widely held ballot item of the 2024-2025 meeting, shown as a share of the 57,113,515 shares outstanding at the time of that meeting.

Top O'REILLY AUTOMOTIVE INC. shareholders by shares voted, 2024-2025
#Asset manager % of shares outstanding
1Vanguard 10.85%
2Fidelity 6.05%
3BlackRock 5.68%
4State Street 3.62%
5Wellington 3.09%
6PRINCIPAL GLOBAL INVESTORS 2.94%
7GEODE CAPITAL MANAGEMENT, LLC 2.65%
8Principal 2.20%
9T. Rowe Price 1.50%
10Charles Schwab 1.38%

Reported O'REILLY AUTOMOTIVE INC. ownership

Positions disclosed to the SEC on Schedules 13D and 13G, Form 13F and the company’s own proxy statement (DEF 14A).

O'REILLY AUTOMOTIVE INC. beneficial owners on record for the 2024-2025 proxy season
Holder % outstanding Disclosure
BlackRock 7.28% 13F
State Street 4.27% 13F
Wellington Management 3.37% 13F
FMR (Fidelity) 2.80% 13F
BNY Mellon 2.18% 13F
Morgan Stanley 2.00% 13F
Norges Bank 1.20% 13F
Northern Trust 1.15% 13F

Percentages above are of 57,113,515 shares outstanding, as reported by O'REILLY AUTOMOTIVE INC. on its Form 10-Q dated 2025-03-31 (see the filing on EDGAR). This is the count contemporaneous with the 2024-2025 meeting, so the percentages are the ones that were true then, not ones restated against today’s share count.

About this page

Every figure above is derived from filings made with the US Securities and Exchange Commission: Form N-PX, in which registered investment companies and institutional managers disclose how they voted every proxy, 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 2025-03-31. This page is a static snapshot rebuilt weekly on 04 October 2026; a live search always shows the current data.

At O'REILLY AUTOMOTIVE INC.'s shareholder meeting held 2025-05-15, in the 2024-2025 proxy season, 1,113 asset managers reported how they voted in their SEC Form N-PX filings, covering 13,198 separate fund positions. Their filings are grouped here into 21 reported items; because filers word the same ballot item differently, that can be more than the number of items on the ballot. On the most widely held item on that ballot — Advisory Vote to Approve Named Executive Officer Compensation. — FOR was 91% 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), which is more than half. Whether the item was approved is for the filing to say; that statement has not been read for this item. Source: O'REILLY AUTOMOTIVE INC.'s Form 8-K, Item 5.07, filed with the U.S. Securities and Exchange Commission (filing date not recorded for this item).

O'REILLY AUTOMOTIVE INC. proxy season coverage: 2023-2024 · 2024-2025 (this page) · 2025-2026.