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Item 9A. Controls and Procedures

2026-02-19 compared with 2025-02-20 · 45 added, 41 removed, 209 unchanged (29% of the section changed)

37 unchanged sentences

McKay 48 Senior Vice President - General Counsel & Corporate Secretary

Meyne 63 Senior Vice President & President of Wholesale - North America

Meyne 64 Senior Vice President & President of North America

Jude became President and Chief Executive Officer in July 2024.

Prior to this role, Mr.

Prior thereto, Mr.

Jude was our Executive Vice President and Chief Operating Officer from January 2024 to June 2024 and Senior Vice President of Operations – Wholesale Parts Division from July 2015 to December 2023.

Jude has been with us since February 2004 in various roles, including from March 2008 to February 2011 as Vice President – Supply Chain, from February 2011 to May 2014 as Vice President – Information Systems (North America), and from June 2014 to July 2015 as President of Keystone Automotive Operations, Inc., our specialty automotive business.

Jude has been with LKQ since February 2004 in various roles, including President of Keystone Automotive Operations, Inc., our specialty automotive business, from June 2014 to July 2015, Vice President – Information Systems (North America) from February 2011 to May 2014, and Vice President – Supply Chain from March 2008 to February 2011.

Clark became our Senior Vice President, Policy and Administration in May 2024.

Prior to this role, Mr.

Clark served as our Vice President, Finance and Controller from February 2011 to April 2024 and Assistant Controller from May 2008 to February 2011.

Prior to joining our Company, he was the SEC Reporting Manager of FMC Technologies, Inc., a global provider of technology solutions for the energy industry, from December 2004 to May 2008.

Prior thereto, he served as our Vice President, Finance and Controller from February 2011 to May 2024 and Assistant Controller from May 2008 to February 2011.

Prior to joining LKQ, he was the SEC Reporting Manager of FMC Technologies, Inc., a global provider of technology solutions for the energy industry, from December 2004 to May 2008.

Before joining FMC Technologies, Mr.

1 unchanged sentence

Cunningham became our Vice President, Finance and Controller in May 2024.

Prior to this role, Mr.

Cunningham served as Assistant Controller from June 2021 to May 2024, Vice President, Corporate Audit from February 2018 to June 2021 and Finance Director at Euro Car Parts from July 2015 to February 2018.

Prior to joining our company, Mr.

Prior thereto, Mr.

Cunningham served as our Assistant Controller from June 2021 to May 2024, Vice President, Corporate Audit from February 2018 to June 2021, Finance Director at Euro Car Parts from July 2015 to February 2018, and in various other financial reporting and analysis roles since joining LKQ in July 2008.

Cunningham, a certified public accountant (inactive), began his career in public accounting with Arthur Andersen (and subsequently Deloitte) as an auditor with clients in various industries, including consumer services, manufacturing and distribution.

Dombrowski became our Senior Vice President of Human Resources in March 2021.

Dombrowski joined us from Republic Services where she held various leadership positions within the HR function from May 2011 to February 2021, most recently serving as Vice President of Talent.

Prior to joining LKQ, she held various leadership positions within the HR function of Republic Services from May 2011 to February 2021, most recently serving as Vice President of Talent.

Prior to Republic Services, Ms.

1 unchanged sentence

Rick Galloway became our Senior Vice President and Chief Financial Officer in September 2022.

Galloway served as Chief Financial Officer of our Wholesale - North America and Self Service segments from July 2019 to September 2022.

Prior to joining our company, Mr.

Prior thereto, he served as our Chief Financial Officer of our North America segment from July 2019 to September 2022.

Prior to joining LKQ, Mr.

Galloway held various positions at Alcoa Corporation from 2010 to 2019, including Chief Financial Officer of Alcoa’s Engineered Products and Solutions division, a business that consisted of 97 manufacturing facilities across the globe.

Galloway began his career in public accounting with Grant Thornton as an auditor with clients in various industries, including manufacturing, oil and gas, non-profit, and government.

Andy Hamilton became Senior Vice President of LKQ Corporation and President and Managing Director of LKQ Europe in January 2024.

Hamilton joined Euro Car Parts, which was acquired by LKQ in 2011.

Galloway began his career in public accounting with Grant Thornton as an auditor with clients in various fields, including manufacturing, oil and gas, non-profit, and government.

Andy Hamilton became our Senior Vice President of LKQ Corporation and President and Managing Director of LKQ Europe in January 2024.

In 2010, he joined Euro Car Parts, which was acquired by LKQ in 2011.

During his tenure at Euro Car Parts, Mr.

3 unchanged sentences

Hamilton served as the Chief Executive Officer of LKQ Euro Car Parts.

Prior to joining our Company, Mr.

Prior to joining LKQ, Mr.

Hamilton held a variety of management roles for Halfords Group, the UK's leading automotive and leisure retailer.

Hanley became our Senior Vice President of Business Development and Strategy in October 2024.

Prior to this role, Mr.

Hanley served as our Senior Vice President of Development from December 2005 to October 2024 and Vice President of Development, Associate General Counsel and Assistant Secretary from December 2002 to December 2005.

Prior to joining our Company, Mr.

Hanley served as Senior Vice President, General Counsel and Secretary of Emerald Casino, Inc., an owner of a license to operate a riverboat casino in the State of Illinois, from June 1999 until August 2002.

Prior thereto, he served as our Senior Vice President of Development from December 2005 to October 2024 and Vice President of Development, Associate General Counsel and Assistant Secretary from December 2002 to December 2005.

Prior to joining LKQ, Mr.

Hanley served as Senior Vice President, General Counsel and Secretary of Blue Chip Casino, Inc., an owner and operator of a riverboat gaming vessel in Michigan City, Indiana, from July 1996 until November 1999.

3 unchanged sentences

Prior to March 1993, Mr.

Hanley practiced corporate and securities law with the law firm of Bell, Boyd & Lloyd LLP (now known as K&L Gates LLP) in Chicago, Illinois.

Hanley practiced corporate and securities law with the law firm of Bell, Boyd & Lloyd LLP (now known as K&L Gates LLP).

Hanley is a member of the Board of Directors of MEKO AB, an automotive spare parts chain in the Nordic region, of which we own approximately 26.6%.

McKay became our Senior Vice President, General Counsel and Corporate Secretary in March 2021.

Prior thereto, he served as our Senior Vice President of Human Resources from June 2016 to March 2021 and Associate General Counsel from December 2007 to May 2016.

Prior to joining us, Mr.

Prior to joining LKQ, Mr.

McKay served as a law clerk for Judge William Bauer at the United States Court of Appeals for the Seventh Circuit.

Meyne became Senior Vice President of LKQ Corporation and President of Wholesale – North America in January 2024.

Meyne has been an LKQ team member since 2009.

During his tenure, he has held various operational leadership roles.

Meyne began his career in our industry with Keystone Automotive Industries.

In 2006, he started his own aftermarket collision parts company, which was acquired by LKQ in 2009.

From 2011 through 2021, he served as Regional Vice President for the Southeast Region of the Company’s Wholesale – North America segment.

From 2022 through 2023, Mr.

Meyne served as the East Division Vice President of Wholesale – North America.

Meyne became our Senior Vice President of LKQ Corporation and President of North America in January 2024.

Prior thereto, he served as our East Division Vice President of North America from 2022 through 2023, Regional Vice President for the Southeast Region of our North America segment from 2011 through 2021, and various other leadership roles since joining LKQ in July 2009.

Prior to joining LKQ, Mr.

Meyne began his career in our industry with Keystone Automotive Industries, Inc.

in 1987, and started his own aftermarket collision parts company in 2006, which was acquired by LKQ in 2009.

Code of Ethics

57 unchanged sentences

1 dated as of June 12, 2024 to the 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 4.2 to the Company's report on Form 10-Q filed with the SEC on July 25, 2024).

Amendment No.

2 to the Credit Agreement, dated as of May 2, 2025, 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 May 5, 2025).

Amendment No.

2 dated as of June 20, 2025 to the 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 4.2 to the Company’s report on Form 10-Q filed with the SEC on July 24, 2025).

Amendment No.

3 dated as of June 20, 2025 to the 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 4.3 to the Company’s report on Form 10-Q filed with the SEC on July 24, 2025).

Amendment No.

3, dated as of November 26, 2025, to 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 4.4 to the Company’s report on Form 8-K filed with the SEC on December 18, 2025).

Amendment No.

4, dated as of November 26, 2025, to 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 4.3 to the Company’s report on Form 8-K filed with the SEC on December 18, 2025).

Amendment No.

4, dated as of December 17, 2025, to 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 4.2 to the Company’s report on Form 8-K filed with the SEC on December 18, 2025).

Amendment No.

5, dated as of December 17, 2025, to 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 December 18, 2025).

LKQ Corporation 401(k) Plus Plan dated August 1, 1999 (incorporated herein by reference to Exhibit 10.23 to the Company’s Registration Statement on Form S-1, Registration No.

6 unchanged sentences

LKQ Corporation 1998 Equity Incentive Plan, as amended (incorporated herein by reference to Exhibit 10.1 to the Company’s report on Form 10-Q filed with the SEC on November 1, 2016).

Exhibit Number Description

Form of LKQ Corporation Restricted Stock Unit Agreement for Non-Employee Directors (incorporated herein by reference to Exhibit 10.6 to the Company's report on Form 10-K filed with the SEC on February 26, 2021).

5 unchanged sentences

Form of LKQ Corporation Annual Cash Bonus Award Memorandum (incorporated herein by reference to Exhibit 10.10 to the Company's report on Form 10-K filed with the SEC on February 27, 2020).

Form of LKQ Corporation Long-Term Cash Incentive Award Memorandum (incorporated herein by reference to Exhibit 10.11 to the Company's report on Form 10-K filed with the SEC on February 26, 2021).

Form of LKQ Corporation Long-Term Cash Incentive Award Memorandum - ESG Modifier (incorporated herein by reference to Exhibit 10.11 to the Company's report on Form 10-K filed with the SEC on February 26, 2021).

Form of LKQ Corporation Long-Term Cash Incentive Award Memorandum.

Form of Indemnification Agreement between directors and officers of LKQ Corporation and LKQ Corporation (incorporated herein by reference to Exhibit 10.30 to the Company’s Registration Statement on Form S-1, Registration No.

2 unchanged sentences

Hanley dated as of July 24, 2014 (incorporated herein by reference to Exhibit 10.4 to the Company’s report on Form 8-K filed with the SEC on July 28, 2014).

Exhibit Number Description

Change of Control Agreement between LKQ Corporation and Michael S.

14 unchanged sentences

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).

Employment Agreement dated April 1, 2024 between LKQ Europe GmbH, an indirect wholly-owned subsidiary of LKQ Corporation, and Andy Hamilton.

Exhibit Number Description

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).

Cooperation Agreement, dated as of February 5, 2025, by and among LKQ Corporation, Ancora Catalyst Institutional, LP, Engine Capital, LP, and the other parties thereto (incorporated herein by reference to Exhibit 10.1 to the Company’s report on Form 8-K filed with the SEC on February 6, 2025).

LKQ Corporation Policy on Insider Trading.

First Amendment to Cooperation Agreement, dated as of May 14, 2025, by and among LKQ Corporation, Ancora Catalyst Institutional, LP, Engine Capital, LP, and the other parties thereto (incorporated herein by reference to Exhibit 10.1 to the Company’s report on Form 8-K filed with the SEC on May 14, 2025).

LKQ Corporation Policy on Insider Trading (incorporated herein by reference to Exhibit 19.1 to the Company's report on Form 10-K filed with the SEC on February 20, 2025).

List of subsidiaries, jurisdictions and assumed names.

13 unchanged sentences

101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document

Exhibit Number Description

101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document

25 unchanged sentences

/s/ SUE GOVE Director

/s/ BLYTHE J.

MCGARVIE Director

MENDEL Director

METCALF Director

MILLER Director

/s/ MICHAEL POWELL Director

Michael Powell

/s/ GUHAN SUBRAMANIAN Director

Guhan Subramanian

/s/ XAVIER URBAIN Director

Xavier Urbain

/s/ DOMINICK ZARCONE Director

Dominick Zarcone

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 9A. Controls and Procedures