LKQ Annual Meeting: Shareholders Approve All Proposals, Back 25% Special Meeting Right

Key Points

• All four proposals were approved: shareholders elected eight directors, ratified Deloitte & Touche as auditor, approved an advisory vote on 2025 executive compensation, and passed an amendment granting stockholders holding a combined 25% of common stock the right to request a special meeting.
• Approximately 94.8% of eligible shares were represented at the meeting and LKQ announced preliminary results, with final vote tallies to be filed in a Form 8‑K within four business days.

LKQ NASDAQ: LKQ held its 2026 annual meeting of stockholders on Wednesday, May 6, shortly after 2 p.m. Central Time, with President and Chief Executive Officer Justin Jude presiding. The company reported that stockholders approved all four proposals put before them, including the election of eight directors and an amendment to the company’s certificate of incorporation to allow certain stockholders to request a special meeting.

Meeting attendance and governance formalities

Jude opened the meeting by introducing board members participating: Andrew Clarke, Meg Ann Divitto, Sue Gove, John Mendel, James Metcalf, Michael Powell, and Xavier Urbain. Matthew McKay, senior vice president, general counsel, and corporate secretary, served as secretary of the meeting. Rick Galloway was appointed inspector of election, and Broadridge Financial Solutions was appointed master tabulator. Representatives of Deloitte & Touche, the company’s independent auditor, also attended and were made available to respond to “appropriate questions” during the Q&A period.

Jude noted that LKQ had reported first-quarter financial results six days earlier and said the company had “no new material, non-public information to disclose.” He asked stockholders to refrain from questions already covered on the earnings call or seeking more recent business activity updates.

McKay reported that holders of 255,209,121 shares were entitled to vote at the meeting, with 241,972,155 shares represented in person or by proxy—approximately 94.8% of eligible shares. With that, Jude declared a quorum was present and the meeting duly convened.

Proposals presented to stockholders

Stockholders were asked to vote on four items, and management recommended votes in favor of each. The proposals were:

• Election of directors: Elect eight directors to serve until the 2027 annual meeting and until successors are duly elected and qualified.
• Auditor ratification: Ratify the appointment of Deloitte & Touche LLP as LKQ’s independent registered public accounting firm for fiscal year 2026.
• Executive compensation advisory vote: Approve, on an advisory basis, the fiscal year 2025 compensation of the company’s named executive officers.
• Special meeting right: Approve an amendment to the company’s restated certificate of incorporation to provide stockholders holding a combined 25% or more of common stock the right to request a special meeting of stockholders.

Preliminary vote results: All proposals approved

After polls opened at 2:03 p.m. Central and closed at 2:05 p.m., McKay delivered the preliminary results, citing information provided by the inspector of election. He said:

• The eight nominees for election to the board “have been duly elected.”
• The appointment of Deloitte & Touche as the company’s independent registered public accounting firm “has been ratified.”
• The compensation of named executive officers “has been approved.”
• The certificate of incorporation amendment establishing a 25% special-meeting request right “has been approved.”

McKay added that LKQ expects to report final vote results in a Form 8-K to be filed with the Securities and Exchange Commission within four business days.

Adjournment and Q&A

With no further formal business, Jude adjourned the annual meeting. The company then offered time for stockholder questions and comments pertinent to the company and meeting items, subject to its rules of conduct, but stated there were no questions to address. The webcast concluded shortly thereafter.

About LKQ NASDAQ: LKQ

LKQ Corporation is a leading provider of alternative and specialty parts to repair and accessorize automobiles and other vehicles. The company supplies a broad range of replacement components, including recycled original equipment manufacturer (OEM) parts, aftermarket parts, refurbished and remanufactured items. Its products support collision repair, mechanical repair and performance enhancement needs across passenger cars, heavy trucks and recreational vehicles.

Through a combination of in-house operations and strategic acquisitions, LKQ has developed a comprehensive product portfolio that extends beyond core replacement parts.

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