8-K



 
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 2, 2016
________________________ 
LKQ CORPORATION
(Exact name of registrant as specified in its charter)
 
________________________ 

 
 
 
 
 
Delaware
 
000-50404
 
36-4215970
(State or other jurisdiction of
incorporation or organization) 
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
 
 
500 West Madison Street, Suite 2800
Chicago, IL
 
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):
 
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 
 





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

(e) On March 7, 2016, the Board of Directors of LKQ Corporation (the "Company," "we," or "our") established the performance goals for the 2016 performance period under our Management Incentive Plan (MIP) and for the 2016 - 2018 performance period under our Long Term Incentive Plan (LTIP). Since then, we have closed two significant acquisitions. Thus, the Board of Directors decided on May 2, 2016 to revise the performance goals established on March 7, 2016 as set forth below. The effect of the revisions is to make it more difficult for the performance goals to be achieved.

Management Incentive Plan
 
Original EPS Goals
Revised EPS Goals
Minimum
$1.54
$1.65
Target
$1.62
$1.77
Maximum
$1.70
$1.89

Long Term Incentive Plan
 
Original Goals
Revised Goals
EPS Growth Range
30% - 60%
47% - 80%
Revenue Growth Range
24% - 36%
52% - 67%
ROE Growth Range
12.5 bps - 72.5 bps
12.5 bps - 72.5 bps
Item 5.07
Submission of Matters to a Vote of Security Holders.
The 2016 Annual Meeting of Stockholders of LKQ Corporation was held on May 2, 2016. The final results on each of the matters submitted to a vote of the security holders were as follows:

1.
The election of ten directors to terms ending in 2017. The nominees for directors were elected based on the following votes:
Nominee
 
Votes For
 
Votes Against
 
Abstentions
 
Broker Non-Votes
Sukhpal Singh Ahluwalia
 
248,285,370

 
2,586,125

 
81,159

 
20,062,894

A. Clinton Allen
 
246,702,423

 
4,175,732

 
74,499

 
20,062,894

Robert M. Hanser
 
250,439,032

 
436,241

 
77,381

 
20,062,894

Joseph M. Holsten
 
247,793,229

 
3,085,418

 
74,007

 
20,062,894

Blythe J. McGarvie
 
249,861,511

 
874,795

 
216,348

 
20,062,894

Paul M. Meister
 
246,660,599

 
4,215,860

 
76,195

 
20,062,894

John F. O'Brien
 
248,401,224

 
2,477,995

 
73,435

 
20,062,894

Guhan Subramanian
 
250,524,855

 
204,819

 
222,980

 
20,062,894

Robert L. Wagman
 
250,153,138

 
725,098

 
74,418

 
20,062,894

William M. Webster, IV
 
247,768,480

 
3,107,246

 
76,928

 
20,062,894








2.
The ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal year 2016. The appointment of Deloitte & Touche LLP was ratified pursuant to the following votes:
Votes For:
267,740,286

Votes Against:
3,212,826

Abstentions:
62,436


3.
The re-approval of our MIP so that our annual bonus payouts qualify as tax-deductible performance-based compensation. The MIP was re-approved pursuant to the following votes:
Votes For:
246,992,392

Votes Against:
3,827,749

Abstentions:
132,513

Broker Non-Votes
20,062,894


4.
The re-approval of, and approval of an amendment to, our LTIP so that our payouts under the plan qualify as tax-deductible performance-based compensation. The LTIP was re-approved, and the amendment was approved, pursuant to the following votes:
Votes For:
247,681,165

Votes Against:
3,132,357

Abstentions:
139,132

Broker Non-Votes
20,062,894


5.
An advisory vote on the compensation of our named executive officers. The compensation of our named executive officers was approved pursuant the following votes:
Votes For:
248,269,200

Votes Against:
2,468,730

Abstentions:
214,724

Broker Non-Votes
20,062,894







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 5, 2016
 
 
LKQ CORPORATION
 
 
By: 
/s/ Victor M. Casini
 
Victor M. Casini
 
Senior Vice President and General Counsel