UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM  i 8-K

CURRENT REPORT PURSUANT TO

SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

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Date of Report (date of earliest event reported):  i July 28, 2021

O’Reilly Automotive, Inc.

(Exact name of registrant as specified in its charter)

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 i 233 South Patterson Avenue

 i Springfield,  i Missouri  i 65802

(Address of principal executive offices, Zip code)

( i 417)  i 862-6708

(Registrant’s telephone number, including area code)

Not applicable

(Former name, former address and former fiscal year, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2):

 i ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 i ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 i ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 i ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Securities registered pursuant to Section 12(b) of the Act:

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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of Securities Act of 1933 (230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (240.12b-2).

 i ☐ Emerging growth company

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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

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Section 2 – Financial Information

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Item 2.02 – Results of Operations and Financial Condition

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On July 28, 2021, O’Reilly Automotive, Inc. (the “Company”) issued a press release announcing its 2021 second quarter earnings.  The text of the press release is attached hereto as Exhibit 99.1.

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Section 5 – Corporate Governance and Management

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Item 5.02 – Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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On July 28, 2021, the Company also announced that Jeff Shaw, the Company’s Chief Operating Officer and Co-President, intends to retire effective in early 2022.  At the time of Mr. Shaw’s retirement, Brad Beckham, the Company’s Executive Vice President of Store Operations and Sales, will be promoted to Executive Vice President and Chief Operating Officer.

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Brad Beckham, age 42, has been an O’Reilly Team Member for 25 years.  As Executive Vice President of Store Operations and Sales, Mr. Beckham’s primary areas of responsibility are Store Operations and Sales for O’Reilly’s Store Operations.  Mr. Beckham began his O’Reilly career as a Parts Specialist and progressed through the roles of Store Manager, District Manager, Regional Manager, Divisional Vice President, Vice President of Eastern Store Operations and Sales, Senior Vice President of Eastern Store Operations and Sales, and Senior Vice President of Central Store Operations.  Mr. Beckham has held the position of Executive Vice President of Store Operations and Sales since 2018.

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The Compensation Committee of the Board of Directors (the “Board”) recommended, and the Board approved, maintaining the current annual base salary and annual performance incentive compensation for both Mr. Shaw and Mr. Beckham at this time.  The Compensation Committee will evaluate Mr. Beckham’s full compensation plan, including, but not limited to, base salary, cash based incentive compensation, equity based incentive compensation and other perquisites, at the time of Mr. Beckham’s promotion and will provide a recommendation to the Board at that time.

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Section 9 – Financial Statements and Exhibits

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Item 9.01 – Financial Statements and Exhibits

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The information in Section 2 and Section 9 of this Current Report on Form 8-K, including the exhibit hereto, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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