LKQ Corporation
05/10/2024 | Press release | Distributed by Public on 05/10/2024 10:30
Submission of Matters to a Vote of Security Holders - Form 8-K
| Item 5.03 | Amendments 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.