lkq-20240630

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

________________________

FORM 8-K

________________________

Current Report

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 30, 2024

________________________

LKQ CORPORATION

(Exact name of registrant as specified in its charter)

_______________________

Delaware

001-42002

36-4215970

(State or other jurisdiction of
incorporation or organization)

(Commission
File Number)

(IRS Employer
Identification No.)

500 West Madison Street, Suite 2800

Chicago, Illinois

60661

(Address of principal executive offices)

(Zip Code)

Registrant's telephone number, including area code: (312) 621-1950

N/A

(Former name or former address, if changed since last report)

________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $.01 per share

LKQ

The Nasdaq Global Select Market

4.125% Notes due 2031

LKQ31

The Nasdaq Global Select Market

Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o


Item 5.02			Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As previously announced, on November 21, 2023, the Board of Directors (the “Board”) of LKQ Corporation (the “Company”) approved a leadership succession plan pursuant to which Dominick Zarcone retired as the Company’s President and Chief Executive Officer effective June 30, 2024. Upon his retirement, Mr. Zarcone transitioned to a position as an executive officer of the Company with the title of Executive Advisor in order to facilitate an orderly chief executive officer transition and will serve in such capacity through December 31, 2024. All elements of Mr. Zarcone’s combined annual compensation in 2024 for his service in both roles will remain the same as his annual compensation in 2023. Mr. Zarcone also remains as a member of the Board.

Effective July 1, 2024, Justin Jude, the Company’s Executive Vice President and Chief Operating Officer, was appointed President and Chief Executive Officer of the Company. In Mr. Jude’s capacity as President and Chief Executive Officer of the Company, he will receive an annual base salary of $1,000,000 and a bonus opportunity equal to 75%, 150% and 300% of his annual base salary at threshold, target and maximum, respectively. Mr. Jude’s target bonus for 2024 will be a proration of the respective applicable percentages applied to his different salary rates in 2024, based on the portion of the year worked in each role.

Except as described herein, there are no arrangements or understandings between Mr. Jude and any other person pursuant to which Mr. Jude was selected as the Company’s President and Chief Executive Officer. Mr. Jude has no family relationships with any other executive officer or director of the Company. Mr. Jude has not been involved in any related person transactions with the Company that would require disclosure under Item 404(a) of SEC Regulation S-K. For more information regarding Mr. Jude’s background, please see Mr. Jude’s biography set forth in Part III, Item 10 of the Company’s Annual Report on Form 10-K for its fiscal year ended December 31, 2023, which is incorporated herein by reference.

SIGNATURE

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 hereunto duly authorized.

Dated: July 1, 2024



LKQ CORPORATION

By:			/s/ Matthew J. McKay
			Matthew J. McKay
			Senior Vice President, General Counsel and Corporate Secretary