SEC Company Response from O REILLY AUTOMOTIVE INC (ORLY) (CIK 0000898173) (ORLY) — Nov 16, 2012
O REILLY AUTOMOTIVE INC (ORLY) (CIK 0000898173)
Date: Nov. 16, 2012 · CIK: 0000898173 · Accession: 0001193125-12-474154
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 000-21318
Referenced dates: September 27, 2012
Letter
Re: O’Reilly Automotive, Inc.
Correspondence Letter
November 16, 2012
VIA EDGAR AND OVERNIGHT MAIL
Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549
Attn: Division of Corporate Finance
Form 10-K for the Fiscal Year Ended December 31, 2011
Filed February 28, 2012
Definitive Proxy Statement on Schedule 14A
Filed March 23, 2012
File No. 000-21318
Ladies and Gentlemen:
We are writing in response to the telephonic comments from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) received on November 14, 2012, to O’Reilly Automotive, Inc. (the “Company”) with respect to the above-referenced filings (the “Filings”).
Definitive Proxy Statement on Schedule 14A
Response:
As it pertains to our response to question 1 of the Commission’s letter dated September 27, 2012, we affirm that the Company, in future filings, will expand our disclosure to include the specific performance metrics and their relative weights utilized by the Compensation Committee in determining the Company’s executive officers’ incentive compensation, as well as the maximum achievement level applicable to incentive compensation for the Company’s executive officers. In addition, in future filings, we will expand our disclosure to include the Company’s view on the difficulty in achieving target levels for the performance metrics.
We hereby acknowledge that the Company is responsible for the adequacy and accuracy of the disclosure in the Filings; Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the Filings; and the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
RIGHT PART, RIGHT PRICE GUARANTEE!
Securities and Exchange Commission
November 16, 2012
Page
We respectfully submit the above information to the Commission and believe that it is fully responsive to the comment letter and telephonic comments. Please direct any further questions or comments to the undersigned.
Very
truly yours,
O’REILLY AUTOMOTIVE, INC.
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CORRESP 1 filename1.htm Correspondence Letter November 16, 2012 VIA EDGAR AND OVERNIGHT MAIL Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Attn: Division of Corporate Finance Re: O’Reilly Automotive, Inc. Form 10-K for the Fiscal Year Ended December 31, 2011 Filed February 28, 2012 Definitive Proxy Statement on Schedule 14A Filed March 23, 2012 File No. 000-21318 Ladies and Gentlemen: We are writing in response to the telephonic comments from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) received on November 14, 2012, to O’Reilly Automotive, Inc. (the “Company”) with respect to the above-referenced filings (the “Filings”). Definitive Proxy Statement on Schedule 14A Response: As it pertains to our response to question 1 of the Commission’s letter dated September 27, 2012, we affirm that the Company, in future filings, will expand our disclosure to include the specific performance metrics and their relative weights utilized by the Compensation Committee in determining the Company’s executive officers’ incentive compensation, as well as the maximum achievement level applicable to incentive compensation for the Company’s executive officers. In addition, in future filings, we will expand our disclosure to include the Company’s view on the difficulty in achieving target levels for the performance metrics. We hereby acknowledge that the Company is responsible for the adequacy and accuracy of the disclosure in the Filings; Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the Filings; and the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. RIGHT PART, RIGHT PRICE GUARANTEE! Securities and Exchange Commission November 16, 2012 Page 2 We respectfully submit the above information to the Commission and believe that it is fully responsive to the comment letter and telephonic comments. Please direct any further questions or comments to the undersigned. Very truly yours, O’REILLY AUTOMOTIVE, INC. /s/ Thomas McFall Chief Financial Officer Direct Line: (417) 874-7162 Fax No.: (417) 874-7145