lkq-20250324

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant x

Filed by a Party other than the Registrant ¨

Check the appropriate box:


¨			Preliminary Proxy Statement
¨			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
x			Definitive Proxy Statement
¨			Definitive Additional Materials
¨			Soliciting Material under §240.14a-12

LKQ CORPORATION


(Name of registrant as specified in its charter)

(Name of person(s) filing proxy statement, if other than the registrant)

Payment of Filing Fee (Check the appropriate box):


x			No fee required.
¨			Fee paid previously with preliminary materials.
¨			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

Table of Contents

March 25, 2025

Dear Fellow Stockholder:

You are cordially invited to participate in the Annual Meeting of Stockholders of LKQ Corporation to be held on May 7, 2025 at 2:00 p.m. Central Time. This year's Annual Meeting will be conducted exclusively online in a virtual meeting format, allowing stockholders to listen, vote and submit questions conveniently from their own home or remote location.

This Notice of Annual Meeting and Proxy Statement describe the business to be transacted at the meeting and provide other information concerning LKQ that you should be aware of when you vote your shares.

The principal business of the Annual Meeting will be to elect directors, to ratify the appointment of our independent registered public accounting firm, to hold an advisory vote on executive compensation and to hold an advisory vote on one shareholder proposal if properly presented at the meeting. We also plan to review the status of the Company’s business after the conclusion of the business portion of the meeting and answer any questions you may have.

It is important that your shares are represented at the Annual Meeting whether or not you plan to attend. To ensure that you will be represented, we ask that you vote your shares as soon as possible.

On behalf of the Board of Directors and management, we would like to express our appreciation for your investment in LKQ Corporation.

Sincerely,

/s/ GUHAN SUBRAMANIAN

/s/ JUSTIN JUDE

/s/ RICK GALLOWAY

Guhan Subramanian

Justin Jude

Rick Galloway

Chairman of the Board

President and Chief Executive Officer

Senior Vice President and Chief Financial Officer

Table of Contents

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON MAY 7, 2025

Notice is hereby given that the 2025 Annual Meeting of the Stockholders of LKQ Corporation will be held in a virtual-only format, solely by means of remote communication, on May 7, 2025 at 2:00 p.m., Central Time. Stockholders may attend and participate in the 2025 Annual Meeting by logging in at www.virtualshareholdermeeting.com/LKQ2025. The purpose of our 2025 Annual Meeting is to:

1.Elect 11 directors for the ensuing year (until their successors are elected and qualified or until their earlier death, resignation or removal);

2.Ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal year 2025;

3.Hold an advisory vote on named executive officer compensation;

4.Hold an advisory vote on one shareholder proposal if properly presented at the meeting; and

5.Transact such other business as may be properly brought before the 2025 Annual Meeting or any adjournment or postponement of the 2025 Annual Meeting.

We are pleased to take advantage of the Securities and Exchange Commission rule allowing companies to furnish proxy materials to stockholders over the internet. We believe that this e-proxy process lowers our costs and reduces the environmental impact of our Annual Meeting. On or about March 25, 2025, we began mailing to stockholders a Notice of Internet Availability of Proxy Materials containing instructions on how to access our proxy materials and how to vote online. Certain other stockholders have elected to receive the proxy materials by mail.

You can vote virtually during the 2025 Annual Meeting or by proxy if you were a stockholder of record on March 11, 2025. Whether or not you plan to participate, please review our proxy materials and submit your vote by proxy. Instructions for voting are included in the enclosed Proxy Statement and in the Notice of Internet Availability of Proxy Materials. You may revoke your proxy at any time prior to its use at the 2025 Annual Meeting.


			By Order of the Board of Directors

			/s/ MATTHEW MCKAY
			Matthew McKay
			Senior Vice President - General Counsel and Corporate Secretary
			March 25, 2025

Table of Contents


YOU ARE URGED TO MARK, DATE AND SIGN THE ENCLOSED PROXY AND RETURN IT PROMPTLY. THE PROXY IS REVOCABLE AT ANY TIME PRIOR TO ITS USE.

Table of Contents

LKQ CORPORATION

PROXY STATEMENT

ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON MAY 7, 2025

TABLE OF CONTENTS


			Page
INTRODUCTION			1
GENERAL INFORMATION ABOUT THE ANNUAL MEETING AND VOTING			1
Important Notice of Internet Availability of Proxy Materials for the Stockholder Meeting to be Held on Wednesday, May 7, 2025			1
Access to the Audio Webcast of the 2025 Annual Meeting			1
Purpose of the Meeting			1
Who Can Vote			2
How You Can Vote			2
How the Board Recommends that You Vote			3
How You May Revoke or Change Your Vote			3
Quorum Requirement			3
Vote Required			3
Discretionary Voting and Adjournments			4
Submitting Questions at the Annual Meeting; Rules of Conduct			4
Replay			4
PROPOSAL NO. 1 - ELECTION OF OUR BOARD OF DIRECTORS			5
Governance Highlights			5
Introduction -- An Overview of LKQ's Mission and How Our Board Composition Is Aligned with Our Strategy			5
Nominees			7
Nominating Process			12
CORPORATE GOVERNANCE			13
Corporate Governance Guidelines			13
Performance Evaluation			13
Board Leadership Structure			13
Role of Board of Directors in Our Risk Management Process			13
Board Oversight of Strategy and S ustainability			14
Director Independence			14
Director Attendance			14
Director Stock Ownership Guidelines			15
Code of Ethics			15
Insider Trading Policies and Procedures			15
Pledging/Hedging			15
Succession and Refreshment			15
Committees of the Board			15
Stockholder Communications with the Board of Directors			17
Compensation and Human Capital Committee Interlocks and Insider Participation			17
DIRECTOR COMPENSATION			18
Director Fees			18
Indemnification			19
Director Compensation Table			19
PROPOSAL NO. 2 - RATIFICATION OF APPOINTMENT OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			20
Audit Fees and Non-Audit Fees			20
Policy on Audit Committee Approval of Audit and Non-Audit Services			20

Table of Contents


Report of the Audit Committee			21
PROPOSAL NO. 3 - ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION			22
PROPOSAL NO. 4 - ADVISORY VOTE ON SHAREHOLDER PROPOSAL			23
OTHER PROPOSALS			24
EXECUTIVE COMPENSATION - COMPENSATION DISCUSSION AND ANALYSIS			25
Executive Summary			25

Advisory Vote on Executive Compensation			28
Objectives of Our Compensation Programs			28
What Our Compensation Programs are Designed to Reward			29
Executive Compensation Decision-Making			29
Elements of Our Compensation Programs, Why We Chose Each Element, and How We Determine the Amount of Each Element			30
Retirement Plans			36
Severance Protection			36
Compensation-Related Governance Policies			37
Indemnification			37
Deductibility			38
Taxation of "Parachute" Payments and Deferred Compensation			38
Accounting for Stock-Based Compensation			38
Risks Relating to Our Compensation Policies and Practices			38
Compensation and Human Capital Committee Report			38
EXECUTIVE COMPENSATION - COMPENSATION TABLES			40
Summary Compensation Table			40
Grants of Plan-Based Awards for Fiscal Year-End December 31, 2024			42
Outstanding Equity Awards at Fiscal Year-End December 31, 2024			43
Option Exercises and Stock Vested for Fiscal Year-End December 31, 2024			44
Pension Benefits			44
Nonqualified Deferred Compensation for Fiscal Year-End December 31, 2024			44
Potential Payments Upon Termination or Change in Control			45
CEO Pay Ratio			48
Pay Versus Performance			49
OTHER INFORMATION			53
Principal Stockholders			53

Certain Transactions			54
Solicitation of Proxies			54
Delivery of Proxy Materials to Households			54
Submitting Your Proposals for the 2026 Annual Meeting			54
Annual Report			55
General			55

Table of Contents

INTRODUCTION

We have sent you this Proxy Statement because our Board of Directors is soliciting your proxy to vote your shares of the common stock of LKQ Corporation at our upcoming annual meeting of stockholders for 2025 (the “2025 Annual Meeting”) or any adjournment or postponement thereof. In this Proxy Statement, the words “LKQ,” “Company,” “we,” “our,” “ours,” and “us” refer to LKQ Corporation and its subsidiaries, and the words “Board” or “Board of Directors” means the board of directors of LKQ Corporation.

In accordance with rules promulgated by the Securities and Exchange Commission (the “SEC”), the information below included under the captions “Report of the Audit Committee” and “Compensation and Human Capital Committee Report” will not be deemed to be filed or to be proxy soliciting material or incorporated by reference in any prior or future filings by us under the Securities Act of 1933 (the “Securities Act”) or the Securities Exchange Act of 1934 (the “Exchange Act”).

GENERAL INFORMATION ABOUT THE ANNUAL MEETING AND VOTING

Important Notice of Internet Availability of Proxy Materials for the Stockholder Meeting to be Held on Wednesday, May 7, 2025

Our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the “2024 Annual Report”) and this Proxy Statement are available at: https://materials.proxyvote.com/501889.

Pursuant to rules adopted by the SEC, we have elected to provide access to our proxy materials over the internet. Accordingly, we are sending a Notice of Internet Availability of Proxy Materials to the owners of our stock. All stockholders have the ability to access our proxy materials on the website referred to in the Notice of Internet Availability of Proxy Materials or request to receive a printed set of our proxy materials. Instructions on how to access our proxy materials over the internet or to request a printed copy of our proxy materials may be found in the Notice of Internet Availability of Proxy Materials. In addition, stockholders may request to receive proxy materials in printed form on an ongoing basis. We believe this process should expedite your receipt of our proxy materials and reduce the environmental impact of the 2025 Annual Meeting. We are mailing the Notice of Internet Availability of Proxy Materials to our stockholders on or about March 25, 2025.

Access to the Audio Webcast of the 2025 Annual Meeting

The live audio webcast of the 2025 Annual Meeting will begin promptly on Wednesday, May 7, 2025, at 2:00 p.m., Central Time. Online access to the audio webcast will open 10 minutes prior to the start of the 2025 Annual Meeting to allow time for you to log-in and test your device's audio system. We encourage you to access the meeting in advance of the designated start time.

To be admitted to the virtual 2025 Annual Meeting, you will need to log-in to www.virtualshareholdermeeting.com/LKQ2025 using the 16-digit control number that is included in the Notice of Internet Availability of Proxy Materials, proxy card or voting instruction form mailed or made available to stockholders entitled to vote at the 2025 Annual Meeting.

Beginning 10 minutes prior to, and during, the 2025 Annual Meeting, we will have support available to assist stockholders with any technical difficulties they may have accessing or hearing the virtual meeting. If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be posted on the virtual meeting log in page.

Purpose of the Meeting

The purpose of the 2025 Annual Meeting is to vote on the following:

1. The election of 11 directors, each to serve for a term of one year (or until his or her successor is duly elected and qualified or until his or her earlier death, resignation or removal);

2. The ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2025;

3. The approval, on an advisory basis, of named executive officer compensation;

4. To hold an advisory vote on one shareholder proposal if properly presented at the 2025 Annual Meeting; and

Table of Contents

5. The transaction of any other business properly brought before the 2025 Annual Meeting or any adjournment or postponement of the 2025 Annual Meeting.

Who Can Vote

Stockholders of record at the close of business on March 11, 2025, the record date, will be entitled to notice of and to vote at the 2025 Annual Meeting or any adjournment or postponement of the meeting. As of March 11, 2025 (the latest practicable date prior to mailing of this Proxy Statement), there were 258,553,115 shares of our common stock outstanding. Each share of our common stock is entitled to one vote on each matter to be voted on at the meeting.

Beginning 10 minutes prior to, and during, the 2025 Annual Meeting, the list of our stockholders of record will be available for viewing by stockholders for any purpose germane to the meeting at www.virtualshareholdermeeting.com/LKQ2025. In addition, information on how to obtain access to the list of stockholders of record entitled to vote at the 2025 Annual Meeting for any purpose germane to the meeting will be available for a period of ten days ending on the day before the 2025 Annual Meeting by following the instructions on our website at https://investor.lkqcorp.com under the heading “Stockholder Meeting.” Stockholders submitting any such request will be asked to include the 16-digit control number found on the proxy card, voting instruction form or Notice of Internet Availability of Proxy Materials previously mailed or made available to stockholders entitled to vote at the 2025 Annual Meeting.

How You Can Vote

You may vote before the meeting in one of the following three ways:

By Internet

Go to www.proxyvote.com 24 hours a day, 7 days a week, and follow the instructions. You will need the 16-digit control number that is included in the Notice of Internet Availability of Proxy Materials, proxy card or voting instruction form that is sent to you. The internet voting system allows you to confirm that the system has properly recorded your votes. This method of voting will be available up until 11:59 p.m. EDT on May 6, 2025.

By Telephone

Call toll-free 1-800-690-6903, 24 hours a day, 7 days a week, and follow the instructions. You will need the 16-digit control number that is included in the Notice of Internet Availability of Proxy Materials, proxy card or voting instruction form that is sent to you. As with internet voting, you will be able to confirm that the system has properly recorded your votes. This method of voting will be available up until 11:59 p.m. EDT on May 6, 2025.

By Mail

If you are a stockholder of record and you elect to receive your proxy materials by mail, you can vote by marking, dating and signing your proxy card exactly as your name appears on the card and returning it by mail in the postage-paid envelope that will be provided to you. If you hold your shares in street name and you elect to receive your proxy materials by mail, you can vote by completing and mailing the voting instruction form that will be provided by your bank, broker or other nominee. You should mail the proxy card or voting instruction form in plenty of time to allow delivery prior to the meeting. Do not mail the proxy card or voting instruction form if you are voting over the internet or by telephone.

If you vote before the 2025 Annual Meeting, the named proxies will vote your shares as you direct. If you send in your properly executed proxy card or voting instruction form or use internet voting but do not specify how you want to vote your shares, the proxies will vote your shares in accordance with how the Board of Directors recommends that you vote as set forth below under “How the Board Recommends that You Vote.”

You may vote during the meeting by participating in the meeting at www.virtualshareholdermeeting.com/LKQ2025. Instructions for voting during the meeting will be on the website.

Table of Contents

How the Board Recommends that You Vote

The Board of Directors unanimously recommends that you vote:

•FOR all of the nominees for election to the Board of Directors in Proposal No. 1 - Election of our Board of Directors;

•FOR Proposal No. 2 - Ratification of the appointment of our independent registered public accounting firm; and

•FOR Proposal No. 3 - Approval, on an advisory basis, of the compensation of our named executive officers.

The Board of Directors makes no recommendation on your vote with regard to Proposal No. 4 - Advisory shareholder proposal if properly presented at the meeting.

How You May Revoke or Change Your Vote

If you are a stockholder whose shares are registered in your name, you may revoke your proxy at any time before it is voted by one of the following methods:

•Submitting another proper proxy with a more recent date than that of the proxy first given by following the internet or telephone voting instructions or completing, signing, dating and returning a proxy card;

•Sending written notice of revocation to our Corporate Secretary; or

•Attending the 2025 Annual Meeting and voting by ballot.

If you hold your shares through a broker, bank or other nominee, you may revoke your proxy by following instructions provided by the broker, bank or other nominee.

Quorum Requirement

The presence at the 2025 Annual Meeting, virtually or represented by proxy, of the holders of a majority of the outstanding shares of our common stock as of the record date will constitute a quorum for the transaction of business at the 2025 Annual Meeting. Our Bylaws provide the “broker non-votes” and “abstentions” are counted as present in person or represented by proxy in determining whether a quorum is present for the transaction of business at the 2025 Annual Meeting. A “broker non-vote” is a proxy submitted by a broker that does not indicate a vote for some or all of the proposals because the broker does not have discretionary voting authority on certain types of proposals and has not received instructions from its client as to how to vote on a particular proposal.

Vote Required

For Proposal No. 1 - Election of our Board of Directors, you may vote “for,” “against” or “abstain” with respect to the election of each director. In an uncontested election (such as we currently expect to be the case at the 2025 Annual Meeting), each director will be elected by a vote of the majority of the votes cast with respect to that director. Our Bylaws provide that a majority of votes cast means the number of votes cast “for” a director’s election exceeds the number of votes cast “against,” or withheld with respect to, that director’s election. Our Bylaws provide that “broker non-votes” and “abstentions” are not treated as “votes cast” in determining whether a director is elected at the 2025 Annual Meeting. “Broker non-votes” and “abstentions” therefore have no effect on whether a nominee will be elected. In a contested election, the directors will be elected by a plurality of the votes cast, meaning the eleven directors receiving the largest number of “for” votes will be elected. A contested election is one in which the number of nominees exceeds the number of directors to be elected.

In an uncontested election (such as we currently expect to be the case at the 2025 Annual Meeting), a nominee who does not receive a majority of the votes cast "for such nominee's election" will not be elected. Our Majority Voting Policy requires each nominee nominated for election as a director by the Board of Directors to tender, promptly following the annual meeting at which he or she is elected, a resignation that will be effective upon (i) the failure to receive the required vote at a future meeting at which they face re-election and (ii) the Board of Director’s acceptance of such resignation. Accordingly, only an incumbent director that does not receive a majority of the votes cast “for” such nominee’s election at the 2025 Annual Meeting will have resigned pursuant his or her previously tendered resignation, subject to the Board of Director’s acceptance of such resignation. Under our Majority Voting Policy, the Governance/Nominating Committee will make a recommendation to the Board of Directors as to whether to accept or reject the tendered resignation or whether other action should be taken. The Board of Directors will act on the tendered resignation, taking into account the Governance/Nominating Committee’s recommendation, and publicly disclose its decision regarding the tendered resignation and the rationale behind the decision within 90 days from the date of the certification of the election results. The Governance/Nominating Committee in making its recommendation and the Board of Directors in making its decision may each consider any factors or other information that they consider appropriate and relevant. The director who tenders their resignation will not participate in the recommendation of the Governance/

Table of Contents

Nominating Committee or the decision of the Board of Directors with respect to their resignation.

The Board of Directors may decrease

SEC Form DEF 14A filed by LKQ Corporation