Unregistered Sales of Equity Securities and Use of Proceeds
−Removed: Issuer Purchases of Equity Securities
Our Board of Directors has authorized a stock repurchase program under which we are able to purchase our common stock from time to time.
−Removed: On May 10, 2022, our Board of Directors authorized a $500 million increase to our existing stock repurchase program to $2,500 million.
−Removed: 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.
−Removed: Please refer to Note 2, "Financial Statement Information" for additional information on repurchases under the program.
−Removed: The following table summarizes our stock repurchases for the three months ended September 30, 2022 (in millions, except per share data):
+Added: 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.
+Added: The repurchase program does not obligate us to acquire any specific number of shares and may be suspended or discontinued at any time.
+Added: Our current program authorization extends through October 25, 2025.
+Added: The following table summarizes our stock repurchases for the three months ended March 31, 2023 (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
−Removed: July 1, 2022 - July 31, 2022 2.5 $ 51.11 2.5 $ 477
−Removed: August 1, 2022 - August 31, 2022 1.3 $ 54.22 1.3 $ 411
−Removed: September 1, 2022 - September 30, 2022 3.0 $ 49.34 3.0 $ 263
+Added: January 1, 2023 - January 31, 2023 0.1 $ 54.20 0.1 $ 1,106
+Added: February 1, 2023 - February 28, 2023 — $ — — $ 1,106
+Added: March 1, 2023 - March 31, 2023 — $ — — $ 1,106
Total 0.1 0.1
Exhibit Description
−Removed: Offer Letter dated as of September 14, 2022 from Dominick Zarcone to Varun Laroyia (incorporated herein by reference to Exhibit 10.1 to the Company's report on Form 8-K filed with the SEC on September 20, 2022).
−Removed: Memorandum dated as of September 14, 2022 from Dominick Zarcone to Rick Galloway (incorporated herein by reference to Exhibit 10.2 to the Company's report on Form 8-K filed with the SEC on September 20, 2022).
−Removed: Termination Agreement dated as of September 14, 2022 between LKQ Europe GMBH and Arnd Franz (incorporated herein by reference to Exhibit 10.3 to the Company's report on Form 8-K filed with the SEC on September 20, 2022).
−Removed: Change of Control Agreement between LKQ Corporation and Rick Galloway dated as of September 15, 2022.
−Removed: Form of Indemnification Agreement between Rick Galloway and LKQ Corporation.
+Added: Arrangement Agreement, dated as of February 26, 2023, by and among LKQ Corporation, Uni-Select Inc.
+Added: and 9485-4692 Québec Inc.
+Added: (incorporated herein by reference to Exhibit 2.1 to the Company’s report on Form 8-K filed with the SEC on February 28, 2023).
+Added: Credit Agreement, dated as of January 5, 2023, by and among LKQ Corporation and certain additional subsidiaries of LKQ Corporation, as borrowers, certain financial institutions, as lenders, and Wells Fargo Bank, National Association, as administrative agent (incorporated herein by reference to Exhibit 4.1 to the Company’s report on Form 8-K filed with the SEC on January 6, 2023).
+Added: Term Loan Credit Agreement, dated as of March 27, 2023, by and among LKQ Corporation as borrower, certain financial institutions, as lenders, and Wells Fargo Bank, National Association, as administrative agent (incorporated herein by reference to Exhibit 4.1 to the Company’s report on Form 8-K filed with the SEC on March 28, 2023).
+Added: LKQ Corporation Nonqualified Deferred Compensation Plan for Non-Employee Directors (incorporated herein by reference to Exhibit 10.29 to the Company’s report on Form 10-K filed with the SEC on February 23, 2023).
+Added: Form of Voting and Support Agreement (incorporated herein by reference to Exhibit 10.1 to the Company’s report on Form 8-K filed with the SEC on February 28, 2023).
+Added: Voting and Support Agreement, dated as of February 26, 2023, by and among EdgePoint Investment Group Inc.
+Added: and EdgePoint Wealth Management Inc.
+Added: and 9485-4692 Québec Inc.
+Added: and LKQ Corporation.
+Added: (excluding Schedule A) (incorporated herein by reference to Exhibit 10.2 to the Company’s report on Form 8-K filed with the SEC on February 28, 2023).
+Added: Voting and Support Agreement, dated as of February 26, 2023, by and among Birch Hill Equity Partners V, LP, Birch Hill Equity Partners (US) V, LP and Birch Hill Equity Partners (Entrepreneurs) V, LP and 9485-4692 Québec Inc.
+Added: and LKQ Corporation.
+Added: (excluding Schedule A) (incorporated herein by reference to Exhibit 10.3 to the Company’s report on Form 8-K filed with the SEC on February 28, 2023).
+Added: Commitment Letter, dated as of February 26, 2023, by an among LKQ Corporation, Bank of America, N.A., BofA Securities, Inc., Wells Fargo Bank, National Association and Wells Fargo Securities, LLC (incorporated herein by reference to Exhibit 10.4 to the Company’s report on Form 8-K filed with the SEC on February 28, 2023).
Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) or Rule 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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−Removed: 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, thereunto duly authorized, on November 1, 2022.
+Added: * Certain of the schedules to this exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5).
+Added: LKQ agrees to furnish supplementally a copy of all omitted exhibits and schedules to the SEC upon its request.
+Added: 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, thereunto duly authorized, on April 27, 2023.
LKQ CORPORATION
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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.