Welcome to the O'Reilly Auto Annual Shareholders Meeting. My name is Drew, and I will be your operator for today's meeting. I will now turn the call over to Greg Henslee.
Thank you, Drew. Good morning, everyone. My name is Greg Henslee, and I'm the Chairman of the Board here at O'Reilly Auto Parts and want to welcome you and thank you for joining us today for our annual shareholders meeting, which is being held in a virtual-only format. There will not be a management presentation following the business portion of today's meeting. However, our investor relations team is prepared to field any questions you might have about our company, and they can be contacted through our website, oreillyauto.com, or by clicking on Investor Relations. I will also refer you to the shareholder letter and 10-K filing in our recently published annual report, which provides an excellent review of our 2025 performance. 2025 was another year of profitable growth at O'Reilly, made even more impressive as it was achieved against a challenging industry backdrop.
We drove record total sales of almost $18 billion, which is a 6% increase over the prior year. Our intense focus on expense control pushed much of our top-line growth into operating profits of almost $3.5 billion , an all-time high for our company. During the year, we invested over $1 billion in new store and distribution center growth and other capital projects as we continue to expand our company with the opening of 182 net new stores across 37 states in the U.S. and Puerto Rico, while also opening 25 new stores in Mexico. Our team's hard work generated free cash of over one and a half billion dollars for the year, which supported the continued successful execution of our share buyback program, where we returned over $2 billion to our shareholders in 2025.
I'm extremely proud of our Team O'Reilly's dedication to providing the highest level of service in our industry and would like to take just a moment to recognize and thank our over 93,000 team members for their incredible work in 2025. You've done a fantastic job providing the best customer service in our industry, resulting in our continued outstanding performance, and I speak for all of our board of directors when I thank each of you for your hard work and commitment to the success of our company.
Now, I'd like to introduce to you the members of our Board of Directors, starting with David O'Reilly, our Executive Vice Chairman, who's been a Director since 1972, Tom Hendrickson, our Lead Independent Director and Audit Committee Chair, who's been a Director since 2010, Kim DeBeers, who has been an Independent Director since 2025, Greg Johnson, who's been an Affiliated Director since 2024, John Murphy, our Human Capital and Compensation Committee Chair, who has been an Independent Director since 2003, Dana Perlman, our Corporate Governance Nominating Committee Chair, who has been an Independent Director since 2017, Maria Sastre, who has been an Independent Director since 2020, and Fred Whitfield, who has been an Independent Director since 2022.
Also present telephonically today and available to respond to questions are Cole Clifton, John DiGiusanto, and Torie Sheave, representatives of our independent public accountants, Ernst & Young LLP. Okay, at this time, we will transition to the business portion of the meeting. I will preside as Chairman of this meeting and will be assisted this morning by Jeremy Fletcher, our Executive Vice President and Chief Financial Officer, and also Julie Gray, our Vice President of Corporate Services and our corporate secretary. Posted on the web portal for this meeting is the meeting agenda and the rules of conduct. We ask that you abide by these rules to be fair to the other shareholders and so we can conduct an orderly meeting. Any shareholder logged into the web portal with their 16-digit control number may ask a question or provide comment through the web portal.
Submitted questions will be addressed during the meeting if they are pertinent to the company and to the business agenda for this annual meeting. As stated in the rules of conduct, we kindly request that you limit questions or comments to a maximum of three and that they pertain to the items under discussion in the agenda. If a submitted question is not pertinent to the business agenda of this annual meeting, a representative from our investor relations team will reach out to the shareholder who submitted the question after the meeting has concluded. Thank you in advance for your cooperation with these rules. Please note that this meeting is being recorded, and the replay will be available to the public following the conclusion of the meeting. However, no one attending is permitted to use any recording device. The chair now officially calls this meeting to order.
Jeremy Fletcher will act as secretary of the meeting and will now present proof of the due calling of the meeting.
Mr. Chairman, I present the following: a copy of the printed notice of the meeting dated March 27th, 2026, stating the time, place, and purpose of the meeting. A complete list certified by Computershare Trust Company , the transfer agent for the company, of the holders of the common stock of the company as of the close of business on March 5th, 2026, the record date fixed by the board of directors for shareholders entitled to notice of and to vote at this meeting, arranged in alphabetical order with the address of and number of shares held by each such holder.
This list, which has been open to the inspection of the shareholders for the past 10 days at the company's headquarters and will remain open to the inspection of shareholders via the web portal throughout the course of this meeting for any purpose germane to the meeting, shows that at the close of business on March 5th, 2026, there were 836,699,472 shares of common stock of the company issued and outstanding. The affidavit of Julie Gray, our corporate secretary, stating that the notice of the annual meeting of shareholders, the proxy statement and proxy card, together with the annual report of the company for the year ended December 31st, 2025, began mailing on March 27th, 2026, to each of the shareholders of record as of March 5th, 2026.
The Secretary is directed to incorporate a copy of the notices of meeting together with the affidavit of mailing of the notices in the minute book of the company as part of the minutes of this meeting. Mr. Chairman, there are present in person or by proxy at this meeting the holders of record at the close of business on March 5th, 2026, over 740 million shares of common stock of the company, which is a majority of the shares of common stock then outstanding.
By reason of the fact that the holders of record of a majority of the outstanding shares of common stock of the company entitled to vote at this meeting are present in person or by proxy, a quorum is present for all purposes. This meeting is declared lawfully and properly convened and now competent to proceed to the transaction of the business for which it has been called, as stated in the notice of the meeting and in accordance with the bylaws of the company. I present to the meeting the annual report for the year ended December 31st, 2025, which was mailed or emailed to the shareholders of record as of March 5th, 2026. As stated in the notice of annual meeting, there are four proposals before the meeting.
First, to elect as directors the nine nominees named in the proxy statement to hold office until the 2027 annual shareholders meeting and until his or her successor is duly elected and qualified. Second, to conduct a non-binding advisory vote on the 2025 compensation of our named executive officers. Third, to ratify the appointment of Ernst & Young LLP as independent auditors for the fiscal year ending December 31st, 2026. Fourth, to consider and act upon a shareholder proposal entitled Avoid Brand Damage Due to Corporate Political Spending if properly presented at the annual meeting today. To expedite the progress of the meeting, we would like to handle proposals one through three together, followed by relevant questions, answers, and comments, and will then handle proposal four, followed by relevant questions, answers, and comments.
The polls for voting are now open and will close shortly following the last question or comment regarding Proposal 4. If you've already voted and do not wish to change your vote, you do not need to vote again on the web portal. Voting on the web portal will revoke your prior proxy.
On behalf of the board of directors of the company, I nominate Greg Henslee, David O'Reilly, Thomas T. Hendrickson, Kimberly A. deBeers, Gregory D. Johnson, John R. Murphy, Dana M. Perlman, Maria A. Sastre, and Fred Whitfield to serve as directors of the company to hold office until the 2027 annual shareholders meeting and to serve until his or her successor has been duly elected and qualified. The description of this proposal is set forth in the proxy statement.
Do we have a second?
I second the nomination.
On behalf of the board of directors of the company, I move that the 2025 compensation of the company's named executive officers be approved. The description of this proposal is set forth in the proxy statement.
Do we have a second?
I second the motion.
On behalf of the board of directors of the company, I move that the appointment of Ernst & Young as the company's independent auditors for the fiscal year ending December 31st, 2026, be ratified.
Do we have a second?
I second the motion.
Are there any questions or comments with regard to the motions relating to proposals one through three before this meeting? Okay, there are no questions. We will now handle Proposal 4, a shareholder proposal entitled Avoid Brand Damage Due to Corporate Political Spending. Mr. John Chevedden will present this proposal at the annual meeting. Mr. Chevedden, you have three minutes to present your proposal. Operator, please open Mr. Chevedden's line. Mr. Chevedden, your line is open. Are you ready to present your proposal?
Hello, this is John Chevedden. Proposal 4, Avoid Brand Damage Due to Corporate Political Spending. Shares request that O'Reilly Automotive provide a report updated annually disclosing the company's policies and procedures for making contributions to participate in any campaign on behalf of any candidate for public office or influence the general public with respect to an election. Monetary contributions used in the manner described above, including the identity of the recipient as well as the amount paid to each. The report shall be presented to the board of directors and posted on the company website. This proposal does not cover lobbying expenditures. A company's reputation, value, and bottom line can be adversely impacted by political spending.
The risk is especially serious when giving to trade associations, super PACs, 527 committees, and social welfare organizations, groups that routinely pass money to candidates and political causes that a company might not otherwise wish to support. O'Reilly scored a dismal 4% out of a possible score of 100% in the 2025 CPA-Zicklin Index of Corporate Political Disclosure and Accountability. O'Reilly does not contest its dismal 4% score out of a possible 100% score. O'Reilly also failed to name one small step taken to improve its dismal 4% score, even though O'Reilly received this proposal five months before this meeting. The Center for Political Accountability is willing to advise O'Reilly on improving its score at no cost to O'Reilly.
Without knowing the recipients of our company's political dollars, O'Reilly directors, management, and shareholders cannot sufficiently assess whether our company's election-related spending aligns with or conflicts with its policies on climate change and sustainability and other areas of concern. Please vote for this timely governance reform. Avoid Brand Damage Due to Corporate Political Spending, Proposal 4 .
Thank you for your comments, Mr. Chevedden. Are there any questions or comments with regard to the shareholder proposal relating to Avoid Brand Damage Due to Corporate Political Spending? Again, any shareholder who has not yet voted or wishes to change their vote may do so by clicking on the voting button on the web portal and following the instructions there. Shareholders who have sent in proxies or voted via telephone or the Internet and do not want to change their vote do not need to take any further action. We will pause for any final voting on these items. Thank you. I hereby declare the polls closed. The secretary will now tally the votes and announce the preliminary results of the voting.
Mr. Chairman, the preliminary voting results indicate that the holders of a majority of the shares of common stock represented at this meeting in person or by proxy and entitled to vote have voted for the election of Greg Henslee, David O'Reilly, Thomas T. Hendrickson, Kimberly A. deBeers, Gregory D. Johnson, John R. Murphy, Dana M. Perlman, Maria A. Sastre, and Fred Whitfield as directors of the company. For the approval by a non-binding advisory vote of the 2025 compensation of the company's named executive officers. For the ratification of the appointment of Ernst & Young LLP as independent auditors for the fiscal year ending December 31st, 2026. Against the shareholder proposal entitled Avoid Brand Damage Due to Corporate Political Spending.
Greg Henslee, David O'Reilly, Thomas T. Hendrickson, Kimberly A. deBeers, Gregory D. Johnson, John R. Murphy, Dana M. Perlman, Maria A. Sastre, and Fred Whitfield are hereby declared elected to serve as directors of the company until the 2027 annual shareholders meeting and until his or her respective successor is duly elected and qualified. The company's board of directors and Human Capital and Compensation Committee will strongly consider the results of the non-binding advisory vote on the 2025 compensation of the company's named executive officers in the formation and structure of future compensation plans. The appointment of Ernst & Young LLP as independent auditors is considered ratified. Proposal 4, the shareholder proposal entitled Avoid Brand Damage Due to Corporate Political Spending, has been voted against, and no further action related to this shareholder proposal is necessary.
The final vote totals for each of these proposals will be filed with the United States Securities and Exchange Commission in a current report on Form 8-K within 4 business days and can be accessed through our website at that time. There being no other business to properly become before this meeting, the chair will now entertain a motion to adjourn. Do I have such a motion?
I move that the meeting be adjourned.
Do we have a second?
I second the motion.
There being no objection, the chair hereby declares this meeting adjourned. This concludes today's event. I would like to thank everyone for attending this year's virtual annual meeting of the shareholders of O'Reilly Auto Parts. If you have any further questions, please contact our investor relations team at 417-829-5849 or through our website, oreillyauto.com. We'll be happy to assist you. Thank you for your attendance today. Operator, we've now concluded the meeting. Thank you for joining. You may now disconnect.
Thank you again. The conference has ended. You may now disconnect.