lkq-20250507

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, 2025

________________________

LKQ CORPORATION

(Exact name of registrant as specified in its charter)

_______________________

Delaware

001-42002

36-4215970

(State or other jurisdiction of
incorporation or organization)

(Commission
File Number)

(IRS Employer
Identification No.)

5846 Crossings Boulevard

Antioch, Tennessee

37013

(Address of principal executive offices)

(Zip Code)

Registrant's telephone number, including area code: (615) 781-5200

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 class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $.01 per share

LKQ

The Nasdaq Global Select Market

4.125% Notes due 2031

LKQ31

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 5.07			Submission of Matters to a Vote of Security Holders.

The Annual Meeting of the Company was held on May 7, 2025. The final results on each of the matters submitted to a vote of the security holders were as follows:

1.The election of 11 directors to terms ending in 2026. The nominees for directors were elected based on the following votes:


Nominee	Votes For	Votes Against	Abstentions	Broker Non-Votes
Patrick Berard	225,700,526	10,116,314	53,391	8,915,663
Andrew C. Clarke	232,289,645	3,543,721	36,865	8,915,663
Meg A. Divitto	227,706,673	8,022,608	140,950	8,915,663

Sue Gove	234,346,065	1,486,646	37,520	8,915,663
Justin L. Jude	234,379,284	1,451,922	39,025	8,915,663

John W. Mendel	226,402,861	9,430,644	36,726	8,915,663
James S. Metcalf	232,830,426	2,984,285	55,520	8,915,663
Jody G. Miller	206,418,802	29,413,386	38,043	8,915,663
Michael Powell	233,878,896	1,954,653	36,682	8,915,663
Guhan Subramanian	226,130,841	9,697,250	42,140	8,915,663
Xavier Urbain	234,419,825	1,408,565	41,841	8,915,663

2.The ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal year 2025. The appointment of Deloitte & Touche LLP was ratified pursuant to the following votes:


Votes For:			223,250,767
Votes Against:			21,300,872
Abstentions:			234,255

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:			223,117,358
Votes Against:			12,460,880
Abstentions:			291,993
Broker Non-Votes:			8,915,663

4.An advisory vote on a shareholder proposal to give shareholders the ability to call for a special shareholder meeting at a 10% ownership threshold was approved pursuant to the following votes:


Votes For:			196,280,923
Votes Against:			34,955,255
Abstentions:			4,634,053
Broker Non-Votes:			8,915,663

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 8, 2025



LKQ CORPORATION

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