LKQ Corporation | Give Shareholders an Ability to Call for a Special Shareholder Meeting at LKQ Corporation

Status
Omitted
Previous AGM date
Resolution details
Company ticker
LKQ
Lead filer
Resolution ask
Adopt or amend a policy
ESG theme
  • Governance
ESG sub-theme
  • Shareholder rights
Type of vote
Shareholder proposal
Filer type
Shareholder
Company sector
Industrials
Company HQ country
United States
Resolved clause
Shareholders ask our Board of Directors to take the steps necessary to amend the appropriate company governing documents to give the owners of a combined 10% of our outstanding common stock the power to call a special shareholder meeting or the owners of the lowest percentage of shareholders, as governed by state law, the power to call a special shareholder meeting. Such a special shareholder meeting can be an easy way to convene online shareholder meetings. There shall be no poison pill discriminatory rule to require ownership of shares for a specific period of time in order for shares to participate in calling for a special shareholder meeting. There is no concern that allowing 10% of shares to call for a special shareholder meeting is too easy. It is almost unheard of for any special shareholder meeting, called for by shareholders, to ever occur at any company even though a significant number of companies allow 10% of shareholders to call for a special shareholder meeting. In the vast majority of cases or in most cases, once a special meeting is called for by shareholders, the issues behind calling for a special shareholder meeting are quickly resolved. To guard against the LKQ Board of Directors and management becoming complacent LKQ shareholders need the ability to call a special shareholder meeting to help the Board adopt new strategies when LKQ underperforms. If LKQ directors and management know that LKQ shareholders can call a special shareholder meeting they will have more of an incentive to perform better. Now could be a good time for this proposal due to the long term underperformance of LKQ stock. LKQ stock was at $60 in 2021 and at only the $29 in late 2025 despite a robust stock market. Now is also a good time for this proposal since challenging news reports regarding LKQ emerged in 2025: LKQ repeatedly lowered its full year 2025 outlook for both organic parts and services revenue growth and adjusted earnings per share (EPS). LKQ initially expected organic revenue growth of 0% to 2% but later revised this to a decline of 2% to 3%. The European segment faced the most significant issues, with worsening organic revenue declines (4% per day in Q3 2025) attributed to general economic softness, political uncertainty, and “self inflicted” operational missteps, including poor execution in the Benelux region that led to market share losses. The severity of the operational problems in Europe led to a significant overhaul, with over a quarter of the senior leadership team in the region being replaced, indicating deep seated issues that will take time to resolve. LKQ cited broader macroeconomic challenges, such as reduced consumer spending, lower demand for vehicle repairs, and persistent tariff uncertainty, as key factors impacting performance.

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