0001065696--12-31false00010656962024-05-072024-05-070001065696lkq:CommonStockParValue.01PerShareMember2024-05-072024-05-070001065696lkq:EuroNotes2031Member2024-05-072024-05-07

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________________ 
FORM 8-K
 ________________________ 
Current Report
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 7, 2024
________________________ 
LKQ CORPORATION
(Exact name of registrant as specified in its charter)
_______________________ 
Delaware001-4200236-4215970
(State or other jurisdiction of
incorporation or organization)
(Commission
File Number)
(IRS Employer
Identification No.)
500 West Madison Street, Suite 2800
Chicago, Illinois
60661
(Address of principal executive offices)(Zip Code)
Registrant's telephone number, including area code: (312) 621-1950
N/A
(Former name or former address, 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. below):
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $.01 per shareLKQ
The Nasdaq Global Select Market
4.125% Notes due 2031LKQ31
The Nasdaq Global Select Market
Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company      ☐
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. o


Item 5.03Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
As further described below under Item 5.07 of this Current Report on Form 8-K, at the Annual Meeting of Stockholders (the “Annual Meeting”) of LKQ Corporation (the “Company”) held on May 7, 2024, the Company’s stockholders, upon the recommendation of the Company’s board of directors (the “Board”), approved an amendment (the “Amendment”) to the Company’s Restated Certificate of Incorporation to provide for exculpation of certain officers of the Company in limited circumstances as permitted by Section 102(b)(7) of the General Corporation Law of the State of Delaware. The Board previously had approved the Amendment. On May 9, 2024, the Company filed a related Certificate of Amendment with the Secretary of State of the State of Delaware, and the Amendment became effective on that date.

A more complete description of the Amendment is set forth in “Proposal No. 4 - Approval of An Amendment to the Company’s Restated Certificate of Incorporation to Provide for Officer Exculpation” in the Company’s definitive proxy statement for the Annual Meeting, which was filed with the Securities and Exchange Commission on March 22, 2024. Each of that description and the foregoing summary of the Amendment set forth under this Item 5.03 does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Amendment attached hereto as Exhibit 3.1, which is incorporated herein by reference.
Item 5.07Submission of Matters to a Vote of Security Holders.
The Annual Meeting of the Company was held on May 7, 2024. The final results on each of the matters submitted to a vote of the security holders were as follows:
1.The election of 9 directors to terms ending in 2025. The nominees for directors were elected based on the following votes:
NomineeVotes ForVotes AgainstAbstentionsBroker Non-Votes
Patrick Berard232,302,530 6,317,801 96,126 8,324,876 
Meg A. Divitto236,432,065 2,190,202 94,190 8,324,876 
Justin L. Jude236,590,866 2,027,096 98,495 8,324,876 
Blythe J. McGarvie226,045,650 12,509,931 160,876 8,324,876 
John W. Mendel235,373,471 3,078,308 264,678 8,324,876 
Jody G. Miller225,428,955 13,192,543 94,959 8,324,876 
Guhan Subramanian227,517,188 11,098,898 100,371 8,324,876 
Xavier Urbain236,303,762 2,316,506 96,189 8,324,876 
Dominick Zarcone235,652,197 2,964,978 99,282 8,324,876 
2.The ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal year 2024. The appointment of Deloitte & Touche LLP was ratified pursuant to the following votes:
Votes For:223,097,846 
Votes Against:23,850,364 
Abstentions:93,123 
3.An advisory vote on the compensation of our named executive officers. The compensation of our named executive officers was approved pursuant to the following votes:
Votes For:229,167,825 
Votes Against:9,416,967 
Abstentions:131,665 
Broker Non-Votes:8,324,876 




4.The approval of an amendment to our restated certificate of incorporation to provide for officer exculpation. The amendment to our restated certificate of incorporation was approved pursuant to the following votes:
Votes For:209,138,907 
Votes Against:29,472,468 
Abstentions:105,082 
Broker Non-Votes:8,324,876 
Item 9.01Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number		Description of Exhibit
Certificate of Amendment to Restated Certificate of Incorporation of LKQ Corporation.
104Cover Page Interactive Data File (embedded within the Inline XBRL document).


SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: May 10, 2024
LKQ CORPORATION
By: /s/ Matthew J. McKay
Matthew J. McKay
Senior Vice President, General Counsel and Corporate Secretary


Exhibit 3.1
CERTIFICATE OF AMENDMENT
TO RESTATED CERTIFICATE OF INCORPORATION
OF
LKQ CORPORATION

LKQ Corporation (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware, hereby certifies as follows:

FIRST: Article EIGHTH of the Restated Certificate of Incorporation of the Corporation is hereby amended and restated in its entirety to read as follows:

EIGHTH: To the fullest extent permitted by law, no director or officer of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director or officer, provided that this provision shall not eliminate or limit the liability of (i) a director or officer for any breach of the director’s or officer’s duty of loyalty to the Corporation or its stockholders, (ii) a director or officer for acts or omissions not in good faith or which involved intentional misconduct or a knowing violation of law, (iii) a director pursuant to Section 174 of the General Corporation Law of the State of Delaware, (iv) a director or officer for any transaction from which the director or officer derived an improper personal benefit, or (v) an officer in any action by or in the right of the Corporation. If the General Corporation Law of the State of Delaware is amended after approval by the Corporation’s stockholders of this paragraph to authorize corporate action further eliminating or limiting the personal liability of directors or officers, then the liability of a director or officer of the Corporation shall be eliminated or limited to the fullest extent permitted by the General Corporation Law of the State of Delaware, as so amended.

SECOND: That the foregoing amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

THIRD: All other provisions of the Restated Certificate of Incorporation of the Corporation shall remain in full force and effect.

[signature page follows]




IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed on this 8th day of May 2024.


LKQ Corporation
By: /s/ Matthew J. McKay
Name:Matthew J. McKay
Title:Senior Vice President, General Counsel and Corporate Secretary


v3.24.1.1.u2
Form 8-K
May 07, 2024
Cover [Abstract]  
Document Type 8-K
Current Fiscal Year End Date --12-31
Document Period End Date May 07, 2024
Entity Registrant Name LKQ CORPORATION
Entity Incorporation, State or Country Code DE
Entity File Number 001-42002
Entity Tax Identification Number 36-4215970
Entity Address, Address Line One 500 West Madison Street
Entity Address, Address Line Two Suite 2800
Entity Address, City or Town Chicago
Entity Address, State or Province IL
Entity Address, Postal Zip Code 60661
City Area Code 312
Local Phone Number 621-1950
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Entity Central Index Key 0001065696
Amendment Flag false
Common Stock, par value $.01 per share  
Entity Listings [Line Items]  
Title of 12(b) Security Common Stock, par value $.01 per share
Trading Symbol LKQ
Security Exchange Name NASDAQ
Euro Notes (2031)  
Entity Listings [Line Items]  
Title of 12(b) Security 4.125% Notes due 2031
Trading Symbol LKQ31
Security Exchange Name NASDAQ
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