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Item 5. Market for Registrant’s Common Equity

2023-02-23 compared with 2022-02-25 · 28 added, 26 removed, 18 unchanged (75% of the section changed)

MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Our common stock is traded on the NASDAQ Global Select Market ("NASDAQ") under the symbol "LKQ." At December 31, 2021, there were 16 record holders of our common stock.

On October 26, 2021, the Board of Directors of LKQ declared a cash dividend to stockholders.

The quarterly cash dividend of $0.25 per share of common stock was paid on December 2, 2021 to stockholders of record at the close of business on November 11, 2021 for an aggregate payout of $73 million.

Our senior secured credit agreement and our senior notes indentures contain limitations on payments of cash dividends or other distributions of assets.

Delaware law also imposes restrictio ns on dividend payments.

Based on limitations in effect under our senior secured credit agreement, senior notes indentures and Delaware law, the maximum amount of dividends we could have paid as of December 31, 2021 was approximately $2,850 million.

The l imit on the payments of dividends is calculated using historical financial information and will change from period to period.

Our common stock is traded on The Nasdaq Global Select Market under the symbol "LKQ." At December 31, 2022, there were 17 record holders of our common stock.

A summary of the dividend activity for our common stock for the year ended December 31, 2022 is as follows:

Dividend Amount Declaration Date Record Date Payment Date

$0.25 February 15, 2022 March 3, 2022 March 24, 2022

$0.25 April 26, 2022 May 19, 2022 June 2, 2022

$0.25 July 26, 2022 August 11, 2022 September 1, 2022

$0.275 October 25, 2022 November 17, 2022 December 1, 2022

On February 21, 2023, our Board of Directors declared a quarterly cash dividend of $0.275 per share of common stock, payable on March 30, 2023, to stockholders of record at the close of business on March 16, 2023 .

The payment of any future dividends will be at the discretion of our Board of Directors and will depend upon our results of operations, financial condition, business prospects, capital requirements, contractual restrictions, any potential indebtedness we may incur, restrictions imposed by applicable law, tax considerations and other factors that our Board of Directors deems relevant.

Stock Performance Graph and Cumulative Total Return

The following graph compares the percentage change in the cumulative total returns on our common stock, the S&P 500 Index and the following group of peer companies (the "Peer Group"):

Copart, Inc.;

O'Reilly Automotive, Inc.;

Genuine Parts Company;

and Fastenal Co., for the period beginning on December 31, 2016 and ending on December 31, 2021 (which was the last day of our 2021 fiscal year).

The following graph compares the percentage change in the cumulative total returns on our common stock, the S&P 500 Index and a group of peer companies (the "Peer Group") for the period beginning on December 31, 2017 and ending on December 31, 2022 (which was the last day of our 2022 fiscal year).

The stock price performance in the graph is not necessarily indicative of future stock price performance.

5 unchanged sentences

S&P 500 Index $ 100 $ 96 $ 126 $ 149 $ 192 $ 157

Peer Group $ 100 $ 96 $ 123 $ 162 $ 177 $ 260

This stock performance information is "furnished" and shall not be deemed to be "soliciting material" or subject to Rule 14A, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, whether made before or after the date of this report and irrespective of any general incorporation by reference language in any such filing, except to the extent that it specifically incorporates the information by reference.

Dow Jones U.S.

Auto Parts Index $ 100 $ 68 $ 86 $ 99 $ 119 $ 86

Old Peer Group $ 100 $ 130 $ 167 $ 179 $ 267 $ 306

The companies included in the Old Peer Group are the following:

Copart, Inc.;

O'Reilly Automotive, Inc.;

Genuine Parts Company;

and Fastenal Co.

The New Peer Group is comprised of companies within the Dow Jones U.S.

Auto Parts Index.

The change in peer group was made to be consistent with the peer group that the Company will use for the pay-versus-performance disclosures in the definitive Proxy Statement to be filed on or about March 20, 2023.

incorporation by reference language in any such filing, except to the extent that it specifically incorporates the information by reference.

Issuer Purchases of Equity Securities

On October 25, 2018, our Board of Directors authorized a stock repurchase program under which we may purchase up to $500 million of our common stock from time to time through October 25, 2021.

On October 25, 2019, our Board of Directors authorized an increase to our existing stock repurchase program under which the Company may purchase up to an additional $500 million of our common stock from time to time through October 25, 2022;

this extended date also applied to the original repurchase program.

On July 28, 2021, our Board of Directors authorized an increase to our existing stock repurchase program under which the Company may purchase up to an additional $1,000 million of our common stock from time to time through October 25, 2024;

this extended date also applies to the original repurchase program, as previously extended.

With the increase, the Board of Directors has authorized a total of $2,000 million of common stock repurchases.

Our Board of Directors has authorized a stock repurchase program under which we are able to purchase our common stock from time to time.

Repurchases under the program may be made in the open market or in privately negotiated transactions, with the amount and timing of repurchases depending on market conditions and corporate needs.

The repurchase program does not obligate us to acquire any specific number of shares and may be suspended or discontinued at any time.

Delaware law imposes restrictions on stock repurchases.

During the three months ended, and year ended, December 31, 2021, we repurchased 5.3 million and 17.2 million shares of common stock for an aggregate price of $297 million and $877 million, respectively.

As of December 31, 2021, there was a total of $654 million of remaining capacity under our repurchase program.

During the three months ended, and year ended, December 31, 2020, we repurchased 0.8 million and 4.1 million shares of common stock for an aggregate price of $29 million and $117 million, respectively.

The following table summarizes our stock repurchases for the three months ended December 31, 2021 (in thousands, except per share data):

Period Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs

On May 10, 2022, our Board of Directors authorized a $500 million increase to our existing stock repurchase program to $2,500 million.

On October 25, 2022, our Board of Directors authorized an additional $1,000 million increase to our existing stock repurchase program, raising the aggregate program authorization to $3,500 million, and extended the duration through October 25, 2025.

The following table summarizes our stock repurchases for the three months ended December 31, 2022 (in millions, except per share data):

Period Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Program Approximate Dollar Value of Shares that May Yet Be Purchased Under the Program

October 1, 2022 - October 31, 2022 2.7 $ 50.48 2.7 $ 1,125

5 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity