Form 8-K - Current report

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): November 21, 2023

________________________

LKQ CORPORATION

(Exact name of registrant as specified in its charter)

_______________________

Delaware

000-50404

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

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.

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 will retire as the Company’s President and Chief Executive Officer effective June 30, 2024. At that time, Mr. Zarcone will transition 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 from July 1, 2024 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 will remain as a member of the Board.

Effective January 1, 2024, Justin Jude, age 48, currently the Company’s Senior Vice President and President of its Wholesale – North America segment, will become the Company’s Executive Vice President and Chief Operating Officer and will serve in such capacity through June 30, 2024. Effective July 1, 2024, Mr. Jude will be appointed President and Chief Executive Officer of the Company. It is anticipated that Mr. Jude will be nominated for election to the Board at the Company’s 2024 annual meeting of stockholders.

In Mr. Jude’s capacity as Executive Vice President and Chief Operating Officer of the Company, he will receive an annual base salary of $800,000 and a bonus opportunity equal to 50%, 100% and 200% of his annual base salary at threshold, target and maximum, respectively. The Company expects to approve compensation terms relating to Mr. Jude’s service as the Company’s President and Chief Executive Officer at a later date.

Except as described herein, there are no arrangements or understandings between Mr. Jude and any other person pursuant to which Mr. Jude will be selected either as the Company’s Executive Vice President and Chief Operating Officer or 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, 2022, which is incorporated herein by reference.


Item 8.01			Other Events.

On November 27, 2023, the Company issued a press release announcing the management succession matters discussed in Item 5.02 of this Current Report on Form 8-K. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.


Item 9.01			Financial Statements and Exhibits.

(d) Exhibits


Exhibit Number						Description of Exhibit
99.1						LKQ Corporation Press Release dated November 27, 2023.
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

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: November 27, 2023



LKQ CORPORATION

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

Exhibit 99.1

LKQ Corporation Announces Executive Leadership Succession Plan

Chicago, IL (November 27, 2023) -- LKQ Corporation (Nasdaq: LKQ) today announced that Dominick Zarcone, the Company’s current President and Chief Executive Officer, has informed the Company’s Board of Directors (the “Board”) of his intention to retire from his role effective June 30, 2024. The Board has unanimously selected Justin Jude, the Company’s current Senior Vice President and President of its Wholesale – North America segment, to succeed Mr. Zarcone as LKQ’s next President and CEO. In the interim, the Board has appointed Mr. Jude to serve as LKQ’s Executive Vice President and Chief Operating Officer from January 1, 2024 until he officially succeeds Mr. Zarcone as President and CEO on July 1, 2024. It is anticipated that Messrs. Zarcone and Jude will be included on the slate of nominees for election as members of the LKQ Board of Directors at the Company’s Annual Meeting of Stockholders in May 2024.

Mr. Zarcone commented, “It has been an absolute honor to serve LKQ over the past nine years as we have expanded and strengthened our global businesses and leadership teams. Our success is the product of the tireless efforts of our greatest asset – the 51,000 team members who make LKQ truly special. Importantly, we started on an operational excellence journey in late 2018 and have achieved tremendous progress. Nowhere has that been more evident than in our Wholesale – North America segment which, under Justin’s direction, has significantly expanded margins and improved cash flow, all while enhancing our leading market position. Time and again, Justin has proven himself as both a strong operating executive and an effective leader who definitively embodies LKQ’s values. The Board’s decision to appoint Justin as my successor will ensure the continuation of the operational excellence program and maintain the employee-focused culture that is critical to our continued success.”

“I am thrilled to be selected to serve as the next CEO of LKQ, and I am very grateful to Nick and the Board for their support,” said Mr. Jude. “LKQ has an extraordinary history and an extremely bright future, and it will be my honor to guide and work alongside the best team in the industry in our ongoing pursuit of our mission: to be the leading global value-added and sustainable distributor of vehicle parts and accessories. With the experience I gained leading our Specialty segment years ago and our Wholesale – North America segment for the past eight years, I look forward to driving organic revenue growth while implementing our lean operating model across our entire organization and focusing on execution as CEO of LKQ. I will do my best to continue to cultivate our exceptional culture, which differentiates LKQ from its competitors.”

Chairman of the Board, Guhan Subramanian, stated, “On behalf of the Board, I would like to thank Nick for his countless contributions to our Company’s success. As CEO, Nick mentored and developed a world-class leadership team, established a people-first culture throughout the organization, established the Company’s operational excellence initiatives, and produced solid financial results.”

“Today’s announcement is the culmination of a succession planning process that the Board initiated more than a year ago. Justin’s almost 20 years of service to LKQ has been marked by outstanding performance, excellent leadership, and sound judgment,” added Mr. Subramanian. “The Board is confident that Justin is the right person to be our next CEO and execute the Company’s long-term strategy.”

About Justin Jude

Mr. Jude has been an LKQ team member since 2004. During his tenure at LKQ, he has held various leadership roles across the Company’s North American Sales, Supply Chain, and Information Systems departments. From June 2014 to July 2015, he served as President of our Specialty segment. Since July 2015, he has served as President of our Wholesale – North America segment. In this role, he has produced remarkable financial results and developed an incredible leadership team. In addition, Mr. Jude currently serves on the board of directors of MEKO in Sweden.

About LKQ Corporation

LKQ Corporation (www.lkqcorp.com) is a leading provider of alternative and specialty parts to repair and accessorize automobiles and other vehicles. LKQ has operations in North America, Europe and Taiwan. LKQ offers its customers a broad range of OEM recycled and aftermarket parts, replacement systems, components, equipment, and services to repair and accessorize automobiles, trucks, and recreational and performance vehicles.

Forward Looking Statements

Statements and information in this press release that are not historical are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and are made pursuant to the “safe harbor” provisions of such Act.

Forward-looking statements include, but are not limited to, statements regarding our outlook, guidance, expectations, beliefs, hopes, intentions and strategies. These statements are subject to a number of risks, uncertainties, assumptions and other factors including those identified below. All forward-looking statements are based on information available to us at the time the statements are made. We undertake no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

You should not place undue reliance on our forward-looking statements. Actual events or results may differ materially from those expressed or implied in the forward-looking statements. The risks, uncertainties, assumptions and other factors that could cause actual events or results to differ from the events or results predicted or implied by our forward-looking statements include, among others, changes in our cash position or cash requirements for other purposes, fluctuations in the price of our common stock, general market conditions, and stockholder response to the repurchase program; and other factors discussed in our filings with the SEC, including those disclosed under the captions “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2022 and in our subsequent Quarterly Reports on Form 10-Q. These reports are available on our investor relations website at lkqcorp.com and on the SEC website at sec.gov.

Contact:

Joseph P. Boutross

Vice President, Investor Relations

LKQ Corporation

1 (312) 621-2793

jpboutross@lkqcorp.com

Form 8-K	Nov. 21, 2023
Cover [Abstract]
Document Type	8-K
Document Period End Date	Nov. 21, 2023
Entity Registrant Name	LKQ CORPORATION
Entity Incorporation, State or Country Code	DE
Entity File Number	000-50404
Entity Tax Identification Number	36-4215970
Entity Address, Address Line One	500 West Madison Street
Entity Address, Address Line Two	Suite 2800
Entity Address, City or Town	Chicago
Entity Address, State or Province	IL
Entity Address, Postal Zip Code	60661
City Area Code	312
Local Phone Number	621-1950
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Title of 12(b) Security	Common Stock, par value $.01 per share
Entity Central Index Key	0001065696
Trading Symbol	LKQ
Security Exchange Name	NASDAQ
Amendment Flag	false