lkq-20260323

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.

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March 24, 2026

Dear Fellow Stockholder:

You are cordially invited to participate in the Annual Meeting of Stockholders of LKQ Corporation to be held on May 6, 2026 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 named executive officer compensation for fiscal year 2025 and to approve an amendment to the Company's restated certificate of incorporation to provide stockholders holding a combined 25% or more of our common stock with the right to request a special meeting of stockholders as described in this Proxy Statement. 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/ JOHN MENDEL

/s/ JUSTIN JUDE

/s/ RICK GALLOWAY

John Mendel

Justin Jude

Rick Galloway

Chairman of the Board

President and Chief Executive Officer

Senior Vice President and Chief Financial Officer

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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON MAY 6, 2026

Notice is hereby given that the 2026 Annual Meeting of the Stockholders of LKQ Corporation will be held in a virtual-only format, solely by means of remote communication, on May 6, 2026 at 2:00 p.m., Central Time. Stockholders may attend and participate in the 2026 Annual Meeting by logging in at www.virtualshareholdermeeting.com/LKQ2026. The purpose of our 2026 Annual Meeting is to:

1.Elect eight 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 2026;

3.Hold an advisory vote on fiscal year 2025 named executive officer compensation;

4.Approval of an amendment to the Company's restated certificate of incorporation to provide stockholders holding a combined 25% or more of our common stock with the right to request a special meeting of stockholders; and

5.Transact such other business as may be properly brought before the 2026 Annual Meeting or any adjournment or postponement of the 2026 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 24, 2026, 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 2026 Annual Meeting or by proxy if you were a stockholder of record on March 10, 2026. 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 2026 Annual Meeting.


			By Order of the Board of Directors

			/s/ MATTHEW MCKAY
			Matthew McKay
			Senior Vice President - General Counsel and Corporate Secretary
			March 24, 2026

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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.

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LKQ CORPORATION

PROXY STATEMENT

ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON MAY 6, 2026

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			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 6, 2026			1
Access to the Audio Webcast of the 2026 Annual Meeting			1
Purpose of the 2026 Annual 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			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			10
CORPORATE GOVERNANCE			11
Corporate Governance Guidelines			11
Performance Evaluation			11
Board Leadership Structure			11
Role of Board of Directors in Our Risk Management Process			11
Board Oversight of Strategy and Sustainability			12
Director Independence			12
Director Attendance			12
Director Stock Ownership Guidelines			13
Code of Ethics			13
Insider Trading Policies and Procedures			13
Pledging/Hedging			13
Succession and Refreshment			13
Committees of the Board			13
Stockholder Communications with the Board of Directors			15
Compensation and Human Capital Committee Interlocks and Insider Participation			15
NON-EMPLOYEE DIRECTOR COMPENSATION			16
Director Fees			16
Indemnification			17
2025 Director Compensation Table			17
PROPOSAL NO. 2 - RATIFICATION OF APPOINTMENT OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			18
Audit Fees and Non-Audit Fees			18
Policy on Audit Committee Approval of Audit and Non-Audit Services			18

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Report of the Audit Committee			19
PROPOSAL NO. 3 - ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION			20
PROPOSAL NO. 4 - APPROVAL OF AN AMENDMENT TO THE COMPANY’S RESTATED CERTIFICATE OF INCORPORATION TO PROVIDE STOCKHOLDERS HOLDING A COMBINED 25% OR MORE OF OUR COMMON STOCK WITH THE RIGHT TO REQUEST A SPECIAL MEETING OF STOCKHOLDERS			21
OTHER PROPOSALS			23
EXECUTIVE COMPENSATION - COMPENSATION DISCUSSION AND ANALYSIS			24
Executive Summary			24

Advisory Vote on Executive Compensation			27
Objectives of Our Compensation Programs			27
What Our Compensation Programs are Designed to Reward			28
Executive Compensation Decision-Making			28
Elements of Our Compensation Programs, Why We Chose Each Element, and How We Determine the Amount of Each Element			29
Retirement Plans			34
Severance Protection			35
Compensation-Related Governance Policies			35
Indemnification			36
Deductibility			36
Taxation of "Parachute" Payments and Deferred Compensation			37
Accounting for Stock-Based Compensation			37
Risks Relating to Our Compensation Policies and Practices			37
Compensation and Human Capital Committee Report			37
EXECUTIVE COMPENSATION - COMPENSATION TABLES			38
Summary Compensation Table			38
Grants of Plan-Based Awards for Fiscal Year-End December 31, 2025			40
Outstanding Equity Awards at Fiscal Year-End December 31, 2025			41
Option Exercises and Stock Vested for Fiscal Year-End December 31, 2025			43
Pension Benefits			43
Nonqualified Deferred Compensation for Fiscal Year-End December 31, 2025			43
Potential Payments Upon Termination or Change in Control			44
CEO Pay Ratio			48
Pay Versus Performance Disclosure			49
OTHER INFORMATION			53
Principal Stockholders			53
Delinquent Section 16(a) Reports			53
Certain Transactions			54
Solicitation of Proxies			54
Delivery of Proxy Materials to Households			54
Submitting Your Proposals for the 2027 Annual Meeting			54
Annual Report			55
General			55
APPENDIX A - CERTIFICATE OF AMENDMENT TO CERTIFICATE OF INCORPORATION			A-1

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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 2026 (together with any adjournments or postponements, the “2026 Annual Meeting”). 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 6, 2026

Our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “2025 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 2026 Annual Meeting. We are mailing the Notice of Internet Availability of Proxy Materials to our stockholders on or about March 24, 2026.

Access to the Audio Webcast of the 2026 Annual Meeting

The live audio webcast of the 2026 Annual Meeting will begin promptly on Wednesday, May 6, 2026, at 2:00 p.m., Central Time. Online access to the audio webcast will open 10 minutes prior to the start of the 2026 Annual Meeting to allow time for you to log-in and test your device's audio system. We encourage you to access the 2026 Annual Meeting in advance of the designated start time.

To be admitted to the virtual 2026 Annual Meeting, you will need to log-in to www.virtualshareholdermeeting.com/LKQ2026 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 2026 Annual Meeting.

Beginning 10 minutes prior to, and during, the 2026 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 2026 Annual Meeting

The purpose of the 2026 Annual Meeting is to vote on the following:

1. The election of eight 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, 2026;

3. The approval, on an advisory basis, of fiscal year 2025 named executive officer compensation;

4. The approval of an amendment to the Company's restated certificate of incorporation to provide stockholders holding a combined 25% or more of our common stock with the right to request a special meeting of stockholders; and

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5. The transaction of any other business properly brought before the 2026 Annual Meeting.

Who Can Vote

Stockholders of record at the close of business on March 10, 2026, the record date, will be entitled to notice of and to vote at the 2026 Annual Meeting. As of March 10, 2026 (the latest practicable date prior to mailing of this Proxy Statement), there were 255,209,121 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 2026 Annual Meeting.

Beginning 10 minutes prior to, and during, the 2026 Annual Meeting, the list of our stockholders of record will be available for viewing by stockholders for any purpose germane to the 2026 Annual Meeting at www.virtualshareholdermeeting.com/LKQ2026. In addition, information on how to obtain access to the list of stockholders of record entitled to vote at the 2026 Annual Meeting for any purpose germane to the 2026 Annual Meeting will be available for a period of ten days ending on the day before the 2026 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 2026 Annual Meeting.

How You Can Vote

You may vote before the 2026 Annual 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 5, 2026.

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 5, 2026.

By Mail

If you are a stockholder of record at the close of business on March 10, 2026, the record date for the 2026 Annual Meeting 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 2026 Annual 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 2026 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 2026 Annual Meeting by participating in the 2026 Annual Meeting at www.virtualshareholdermeeting.com/LKQ2026. Instructions for voting during the 2026 Annual Meeting will be on the website.

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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 fiscal year 2025 compensation of our named executive officers.

•FOR Proposal No. 4 - Approval of an amendment to the Company's restated certificate of incorporation to provide stockholders holding a combined 25% or more of our common stock with the right to request a special meeting of stockholders.

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 2026 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 2026 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 2026 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 2026 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 2026 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 2026 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 eight 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 2026 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 2026 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,

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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 in deciding whether to accept a resignation. The director who tenders his or her resignation will not participate in the recommendation of the Governance/Nominating Committee or the decision of the Board of Directors with respect to his or her resignation.

The Board of Directors may decrease the size of the Board or may fill any vacancy resulting from a director ceasing to be a member of the Board of Directors as provided in our Bylaws. Additional details about this process are specified in our Bylaws, which are included in the Company's filings on the SEC website at www.sec.gov.

For Proposals No. 2, 3, and 4, you may vote “for,” “against” or “abstain” with respect to each proposal. Proposals 2 and 3 will be decided by the affirmative vote of the holders of a majority of the shares having voting power present in person or represented by proxy at the 2026 Annual Meeting. Proposal No. 3 is an advisory vote only. Approval of Proposal No. 4 requires the affirmative vote of the holders of a majority in voting power of our outstanding shares of common stock as of the record date. Abstentions are considered both as having “voting power” and being “present” with respect to the vote of stockholders required for Proposals No. 2, 3 and 4. Thus, an abstention from voting on either of Proposals No. 2 or 3 has the same legal effect as a vote against that proposal. Abstentions will have the same effect as a vote "against" Proposal No. 4. Broker non-votes are counted as present, but are deemed not entitled to vote on proposals for which brokers do not have discretionary authority. Brokers do not have discretionary authority as to “non-routine” matters, which includes Proposals No. 1, 3 and 4. Accordingly, we only expect “broker non-votes,” if any, with respect to Proposals No. 1, 3 and 4. Any such “broker non-votes” are not considered as having “voting power” and therefore will have no effect on whether the requisite vote of stockholders has been obtained with respect to Proposals No. 1, 3 and 4. Any such “broker non-votes” will have the same effect as a vote “against” Proposal No. 4.

We have appointed Broadridge Financial Solutions as our master tabulator of election. It will determine whether a quorum is present and will tabulate all votes and ballots cast at our 2026 Annual Meeting.

Discretionary Voting

We currently are not aware of any business to be acted upon at the 2026 Annual Meeting other than that described in this Proxy Statement. If, however, other matters properly are brought before the 2026 Annual Meeting, your proxy includes discretionary authority on the part of the individuals appointed to vote your common stock or act on those matters.

The 2026 Annual Meeting may be adjourned for the purpose of, among other things, soliciting additional proxies. The 2026 Annual Meeting may be adjourned from time to time by approval of the holders of common stock representing a majority of the votes present in person or by proxy at the 2026 Annual Meeting, whether or not a quorum exists, without further notice other than by an announcement made at the 2026 Annual Meeting. We currently do not intend to seek an adjournment of the 2026 Annual Meeting.

Submitting Questions at the Annual Meeting; Rules of Conduct

Beginning 10 minutes prior to, and during, the 2026 Annual Meeting, you can view our Agenda and the Rules of Conduct for the 2026 Annual Meeting, and submit questions, at www.virtualshareholdermeeting.com/LKQ2026. The Rules of Conduct will also be available during the 2026 Annual Meeting at https://investor.lkqcorp.com under the heading “Stockholder Meeting.”

After the business portion of the 2026 Annual Meeting concludes and the 2026 Annual Meeting is adjourned, we will hold a question and answer session during which we intend to answer questions submitted during the 2026 Annual Meeting that are pertinent to the Company and the items being brought before the stockholder vote at the 2026 Annual Meeting, as time permits and in accordance with our Rules of Conduct for the 2026 Annual Meeting. Questions and answers will be grouped by topic and substantially similar questions will be answered only once. To promote fairness and efficient use of the Company’s resources, we will respond to no more than two questions from any single stockholder.

Replay

A webcast playback of the 2026 Annual Meeting will be available to the public at www.virtualshareholdermeeting.com/LKQ2026 within approximately 24 hours after the completion of the 2026 Annual Meeting.

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PROPOSAL NO. 1

ELECTION OF OUR BOARD OF DIRECTORS

Governance Highlights


Board Evaluations			Our Board regularly evaluates individual board member performance and overall board and committee performance and practices and takes action to enhance and strengthen board functioning.
Board Leadership			To support effective board oversight, we have different persons in the roles of Chairman of the Board and Chief Executive Officer, and we have independent committee chairs. The Company plans to continue to utilize this board oversight structure through the date of our Annual Meeting of Stockholders in May 2027.
Risk Oversight and Financial Reporting			Our Board seeks to provide robust oversight of current and potential risks facing our Company and its business and to demonstrate strong financial reporting practices.
Board Independence			Seven of our eight board nominees are independent; the Audit Committee, Compensation and Human Capital Committee, Governance/Nominating Committee and Finance Committee consist entirely of independent directors.
Stock Ownership Guidelines			We have stock ownership guidelines for our directors and executive officers to further align their interests with those of our stockholders.
No Pledging or Hedging of Company Securities			Under our insider trading policy, our directors and executive officers are prohibited from pledging or hedging our Company’s securities.
Board Refreshment and Board Quality			Our Board is committed to practices that create an effective mix of useful expertise and fresh perspectives, including the thoughtful refreshment of the Board when appropriate. The Board has added four new independent directors since July 2024. Our Board also considers whether our public disclosures effectively convey the strength and quality of our Board and board practices. We also provide strong new director orientation programs and on-going director education and tutorials and encourage our directors to attend continuing education programs.
Annual Director Elections			All directors are elected annually for one-year terms.
Majority Voting for Director Elections			Our Bylaws provide for a majority of the votes cast voting standard in uncontested elections, and our Majority Voting Policy further requires that the Board only nominate for election as director candidates who agree to tender, promptly following the applicable annual meeting at which they are elected, resignations that will be effective upon failure to receive a majority of the votes cast at a future meeting at which they face re-election and the Board's acceptance of such resignation.
Proxy Access			We have implemented proxy access, which permits an eligible stockholder to nominate and include in our proxy materials director nominees (subject to the requirements specified in our Bylaws).

Introduction -- An Overview of LKQ's Mission and How Our Board Composition Is Aligned with Our Strategy

Our mission is to be the leading global value-added and sustainable distributor of vehicle parts and accessories by offering our customers the most comprehensive, available and cost-effective selection of parts and service solutions while building strong partnerships with our employees and the communities in which we operate. Achieving our mission requires superior performance across numerous specialties. LKQ currently has operations in North America, Europe and Taiwan. We have attempted to include nominees to our Board of Directors that have the relevant experiences, qualifications, attributes and skills to help support our mission. The following matrix provides information regarding the experiences, qualifications, attributes and skills of our nominees. The matrix does not encompass all the experiences, qualifications, attributes and skills of our nominees, and the fact that a particular experience, qualification, attribute or skill is not listed does not mean that a nominee does not possess it. In addition, the absence of a particular experience, qualification, attribute or skill with respect to any of our nominees does not mean the nominee in question would be unable to contribute to the decision-making process in that area. For purposes of this Proxy Statement, each of our nominees identified up to a maximum of six experiential criteria areas identified in the table below that best represent their strongest and most relevant skills for serving on our Board. We believe that our nominees' diverse experiences, qualifications, attributes and skills will enhance the quality and effectiveness of the deliberations and decision-making by our Board.

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LKQ Board of Directors
(in reverse order of tenure)

Michael Powell

Sue Gove

James Metcalf

Andrew Clarke

Justin Jude (CEO)

Xavier Urbain

Meg Divitto

John Mendel

Governance Criteria

Independent Director

Experiential Criteria

Executive Leadership

Automotive Industry

Digital Technology

Operations

Treasury/Capital Allocation/Corporate Development

Finance/Accounting/Auditing

Government Relations/Regulatory

Human Capital Management/Compensation

Corporate Governance

International Experience

Supply Chain/Logistics

Investor Relations

Other Information

Other Current Public Company Boards

Age

Tenure (years)

1.1

1.3

1.7

1.9

6.3

7.6

Born Outside of the United States

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Nominees

Eight directors are to be elected at the 2026 Annual Meeting. We have designated the persons named below as nominees for election as directors. If elected, they will serve for a term expiring at our annual meeting of stockholders in 2027 (until their successors are elected and qualified or until their earlier death, resignation or removal). All the nominees are serving as directors as of the date of this Proxy Statement. Unless you otherwise instruct us, your properly executed proxy that is returned in a timely manner will be voted for election of each of these eight nominees. If, however, any of these nominees should be unable or should fail to act as a nominee because of an unexpected occurrence, your proxy will be voted for such other person as the holders of your proxy, acting in their discretion, may determine. In the alternative, the Board of Directors may reduce the number of directors to be elected at the 2026 Annual Meeting.

On August 20, 2025, Guhan Subramanian notified the Company of his decision to step down as the Company’s Chairman, effective as of the appointment of his successor, and to retire from the Company’s Board of Directors as of January 1, 2026. Also on August 20, 2025, the Company’s Board of Directors appointed John Mendel to succeed M. Subramanian as Chairman of the Board, effective immediately.

On November 2, 2025, Jody Miller notified the Company of her decision to step down from the board as of January 1, 2026.

On March 3, 2026, Patrick Berard notified the Company of his decision to decline to be nominated for re-election to the Company’s Board of Directors. Mr. Berard will continue to serve as a Director of the Company until immediately prior to the 2026 Annual Meeting.

Due to the departures of Mr. Subramanian, Ms. Miller, and Mr. Berard prior to the 2026 Annual Meeting, the Board of Directors adopted resolutions reducing the number of directors constituting the whole Board of Directors to eight effective as of immediately following the departure of Mr. Berard. Accordingly, at the 2026 Annual Meeting, you will be asked to vote in favor of the election of each of the eight nominees presented below.

Biographical information concerning our eight nominees is presented below.

Andrew C. Clarke

Background and Prior Experience: Mr. Clarke has over 20 years of experience in the transportation industry. Mr. Clarke currently serves on the board of ParkOhio, a multifaceted business specializing in industrial supply chain logistics and manufacturing. Mr. Clarke previously served as the Chief Financial Officer of C.H. Robinson, Inc., a NASDAQ-listed corporation and one of the world’s largest third-party logistics providers, a position he held from 2015 to 2019. From 2007 to 2013, Mr. Clarke was the Chief Executive Officer of Panther Expedited Services, Inc., a premium logistics provider that focuses on the automotive, life sciences, governmental and manufacturing segments. From 2000 to 2006, Mr. Clarke served in various executive roles, including as Senior Vice President and Chief Financial Officer, at Forward Air Corporation, a NASDAQ-listed, diversified transportation services corporation. Mr. Clarke holds a Master of Business Administration from the University of Chicago Booth School of Business and a BSBA from Washington University in St. Louis.

Key Skillset: The specific experience, qualifications, attributes or skills that led to the conclusion that Mr. Clarke should serve as a director of LKQ include his significant logistics industry experience, as well as his extensive leadership, operational, and financial experience. In addition, he has served on publicly-traded companies as a board member and has considerable experience with corporate governance matters. Further, Mr. Clarke's business experience as a public company Chief Financial Officer qualifies him as an audit committee financial expert.

Meg A. Divitto

Background and Prior Experience: Ms. Divitto co-founded The Mobility Collaboration Corp. in 2020, which focuses on the future of mobility and the accompanying business models. Prior thereto, she worked for IBM Corporation in a variety of senior executive roles combining enterprise leadership and technology vision, culminating in her last role as Group Vice President, IoT Future Solutions and Technologies. As a recognized senior leader in tech across these roles, she held responsibility for strategy creation, management of large P&L’s over $1 billion and driving business transformation. Ms. Divitto also held leadership roles with Delphi Product & Service Solutions, as a Product Director in the aftermarket sector, capitalizing on technology for the creation of new markets; with Motorola Solutions as a Director, scaling new businesses while building high performance global teams; and starting her career with General Motors as an engineer in engine design. Ms. Divitto received a B.S. in Electrical Engineering from the General Motors Engineering and Management Institute and a M.S. in Engineering Management from the University of Michigan.

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Key Skillset: The specific experience, qualifications, attributes, and skills that led to the conclusion that Ms. Divitto should serve as a director of LKQ include her extensive experience in the automotive industry and other industrial companies, in particular relating to the creation and application of advanced technologies, strategy development, product design and business execution. In her various senior leadership roles, she had sole responsibility for other areas relevant to LKQ’s business, including P&L Management, driving operational excellence across geographies, digital innovation, and strategy execution. In addition, Ms. Divitto had responsibility for oversight of foreign operations, which is valuable to the Board of Directors in its efforts to manage LKQ’s global footprint.

Sue Gove

Background and Prior Experience: Ms. Gove has served as Founder and President of Excelsior Advisors, LLC, a retail consulting and advisory firm, since 2014. From 2019 to 2023, Ms. Gove served in several roles at Bed Bath & Beyond, including as a board member for her full tenure, President and Chief Executive Officer from 2022 to 2023, and Interim Chief Executive Officer in 2022. Prior to that, Ms. Gove served as a Senior Advisor of Alvarez & Marsal, a global professional services firm, from 2017 to 2019. She also previously served as Chief Executive Officer of Vitamin World USA Corporation, a carve out of NBTY Inc., a retailer of vitamins and nutritional supplements, from 2015 to 2016. Prior to that, Ms. Gove served as Chief Operating Officer and Chief Financial Officer of Golfsmith International, a specialty retailer of golf equipment, apparel and accessories from 2008 to 2012, where she then served as President and Chief Executive Officer from 2012 to 2014. Prior to these roles, Ms. Gove began her career at Zale Corporation, America’s largest specialty jewelry retailer, where she served in numerous senior leadership positions through 2006, including Vice President of Operations, Senior Vice President of Strategic Planning, Treasurer, Chief Financial Officer, and Executive Vice President and Chief Operating Officer. She currently serves on the board of Multimedia Group, Inc. d/b/a Jewelry Television, and she previously served on the boards of the following companies: AutoZone, Inc., Bed Bath and Beyond, Inc., Conn’s, Inc., IAA, Inc., Iconix Brand Group, Inc., Logitech International S.A., Parkland Corporation, RealTruck, Inc., The Fresh Market, Tailored Brands, Inc, and Zale Corporation. Ms. Gove holds a B.B.A in Accounting from the University of Texas McCombs School of Business.

Key Skillset: The specific experience, qualifications, attributes or skills that led to the conclusion that Ms. Gove should serve as a director of LKQ include her background as a chief executive officer, chief operating officer, and chief financial officer, which provides the Board with significant executive and senior leadership experience in finance, operations, marketing, and strategy. Ms. Gove also has extensive experience serving on the boards of directors of other public companies, allowing her to offer the Board valuable expertise in governance and best practices for a public company on a global scale.

Justin L. Jude

Background and Prior Experience: Mr. Jude became our President and Chief Executive Officer in July 2024 after serving as our Executive Vice President and Chief Operating Officer since January 2024. Mr. 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 through May 2014 as Vice President - Information Systems (North America), from June 2014 to July 2015 as President of Keystone Automotive Operations, Inc., and from July 2015 through December 2023 as Senior Vice President of LKQ Corporation and President of Wholesale - North America.

Key Skillset: The specific experience, qualifications, attributes or skills that led to the conclusion that Mr. Jude should serve as a director of LKQ include the experience Mr. Jude gained serving as our President and Chief Executive Officer since July 2024 and his extensive experience and knowledge regarding the operations of our Company and the industry in which we operate. He has been with our Company for more than 20 years and has been involved in our industry for almost 28 years. This experience and knowledge make Mr. Jude a key contributor to the deliberations of the Board of Directors. In addition, Mr. Jude is the primary management liaison to the Board of Directors in his position as our Chief Executive Officer.

John W. Mendel

Background and Prior Experience: Mr. Mendel was the Executive Vice President, Automotive Division, of American Honda Motor Company from November 2004 until his retirement in April 2017, where he was responsible for Automotive business sales, marketing, product development, public relations, vehicle planning, logistics and distribution. Prior to Honda, he worked for Ford Motor Company from July 1976 to November 2004, including in a variety of roles related to field operations and commercial marketing across the Ford, Lincoln and Mercury brands, before serving as Chief Operating Officer of Mazda America from 2001 to 2004. He received a B.A. in business and economics from Austin College and an M.B.A. from Duke University.

Key Skillset: The specific experience, qualifications, attributes or skills that led to the conclusion that Mr. Mendel should serve as a director of LKQ include his career in the automotive industry with significant experience in areas directly relevant to LKQ, including operations, sales, marketing, service, product planning and distribution. His relevant experience also includes strategy

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work relating to automotive technology, government relations, and executive compensation and planning. Mr. Mendel had significant exposure to the international markets, which provides insights for LKQ’s foreign operations. He also has previous and current public company board experience.

James S. Metcalf

Background and Prior Experience: Mr. Metcalf previously served as Chairman and Chief Executive Officer of Cornerstone Building Brands, Inc. (“Cornerstone”), a North American building products manufacturer, from 2018 until his retirement as CEO in September 2021 and as Chairman in March 2022. He joined Cornerstone in 2017 as a non-employee director when it was known as NCI Building Systems, Inc. Prior to joining Cornerstone, he held various roles at USG Corporation, a leading manufacturer of wallboard and building products, including serving as its President and Chief Executive Officer from January 2011 and its Chairman from December 2011 until his retirement from USG in November 2016. He is currently serving as a board member of both Ferguson Enterprises Inc., a value-added distributor serving the specialized professional in the North American construction market, and Gibraltar Industries, Inc., a leading manufacturer and provider of products and services for the residential, renewable energy, agtech and infrastructure markets. He also currently serves on the Board of Trustees of the Naval War College Foundation. He previously served on the boards of the following formerly public companies: Cornerstone Building Brands, Inc., NCI Building Systems, Inc., Tenneco Inc., USG Corporation, and Molex Inc. He earned a Master of Business Administration from Pepperdine University and a BA in Criminal Justice and Pre-Law from The Ohio State University.

Key Skillset: The specific experience, qualifications, attributes or skills that led to the conclusion that Mr. Metcalf should serve as a director of LKQ include his significant experience as both a public company chief executive officer and board member. Mr. Metcalf's specific background brings to LKQ executive leadership capabilities, including strategic planning, operational excellence, investor relations, and corporate governance.

Michael S. Powell

Background and Prior Experience: Mr. Powell is an experienced insurance professional, having most recently served as Claims Process General Manager of Progressive Corporation, one of the largest auto insurers in North America, from 2022 to 2024. Prior to that, Mr. Powell held several leadership positions during his time at Progressive Corporation, including as Central Zone Claims General Manager from 2017 to 2022, Claims Physical Damage Business Leader from 2015 to 2017, Business Leader of the Claims Training and Project Management Organization from 2012 to 2015, Claims Senior Process Director from 2003 to 2012, and General Manager in Progressive’s Iowa location from 1999 to 2001. Mr. Powell currently serves as an advisory board member of The Crawford Group, which is the parent company of Enterprise Holdings, Inc. Mr. Powell holds a B.S. in Business Administration from Morningside University and an M.B.A. from Drake University.

Key Skillset: The specific experience, qualifications, attributes or skills that led to the conclusion that Mr. Powell should serve as a director of LKQ include his significant leadership experience at one of the largest auto insurers in North America. Mr. Powell’s unique and relevant industry expertise will allow him to offer the Board valuable insights regarding LKQ’s business.

Xavier Urbain

Background and Prior Experience: Mr. Urbain was the Group Chief Executive Officer from January 2014 to May 2019 of Switzerland-based CEVA Logistics, a leading supply chain company that provides end-to-end design, implementation and operational solutions in freight and transportation management, contract logistics and distribution. Prior to CEVA Logistics, Mr. Urbain held leadership positions in the global third party logistics industry, as a member of the Executive Board of Switzerland based Kuehne & Nagel, as a member of the Executive Board and the Board of Directors of UK-based Hays PLC and as CEO of Hays Logistics, and as Chief Executive Officer of ACR. Mr. Urbain currently serves on the board of A.P.Moller-Maersk. He has also served as chairman of the board of Socotec and chairman of the board of Caldic B.V.

Key Skillset: The specific experience, qualifications, attributes or skills that led to the conclusion that Mr. Urbain should serve as a director of LKQ include his extensive experience in supply chain management and logistics, including in the automotive industry, during his tenure at CEVA Logistics. Mr. Urbain has worked for international companies and his career has been based in Europe, which we believe has provided and will continue to provide valuable insights in connection with LKQ’s European and other non-U.S. businesses. He also brings to LKQ executive leadership skills including operations, investor relations, human resources and corporate governance.

We recommend that you vote “FOR” the election of each of the nominees for director.

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Nominating Process

The Governance/Nominating Committee will consider nominees for directorships, including valid nominees submitted by stockholders, and will apply the same evaluation to such nominees submitted by stockholders as to nominees submitted by any other person or entity. The Governance/Nominating Committee operates under a written charter, which is available on our corporate website at www.lkqcorp.com. The charter includes a statement of the competencies and personal attributes of nominees to the Board of Directors to be used as a guideline in connection with their evaluation.

In the broader context of the needs of the Board and how our Company, industry and business strategies evolve over time, some of the competencies and personal attributes that the Governance/Nominating Committee considers include a nominee’s experience, general judgment and knowledge, grasp of the Company’s business, understanding of the function of the Board to represent stockholders’ interests, willingness to devote adequate time to board duties, ability to effectively communicate, and demonstration of vision and leadership. The Governance/Nominating Committee charter also includes contributing to the diversity of the Board and ability to enhance the Board as a whole on the list of competencies and personal attributes that are considered when evaluating a Board candidate. In conducting this assessment, the Governance/Nominating Committee typically considers diversity, including gender, racial and ethnic diversity, age, skills, experience, including scientific, business, financial and academic backgrounds and such other factors as it deems appropriate. In identifying nominees for director, the Governance/Nominating Committee seeks persons with diverse and complementary (as opposed to overlapping) competencies and attributes.

Stockholders who wish to nominate an individual for election as director at the 2027 Annual Meeting are required to comply with applicable provisions of our bylaws and/or applicable laws and regulations, including rules of the SEC, as described in the section below entitled “Other Information -- Submitting Your Proposals for the 2027 Annual Meeting.”

See “Introduction -- An Overview of LKQ’s Mission and How Our Board Composition Is Aligned with Our Strategy” above and “Corporate Governance -- Succession and Refreshment” below for more discussion of these matters.

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CORPORATE GOVERNANCE

LKQ is committed to high standards of corporate governance and business practices. We seek to be transparent with our stockholders regarding these matters and publicly share the guidelines and charters that govern our Board and our Board committees, which help ensure LKQ is responsible and accountable.

Corporate Governance Guidelines

Our Corporate Governance Guidelines establish our corporate governance principles and practices on a variety of topics, including:

•Board composition, independence and membership criteria;

•Length of board service and the review process upon a change in status of a director;

•Board meeting procedures;

•Board committees, committee membership selection, and committee functions; and

•Director rights and responsibilities, including access to information, the retention of independent experts, orientation and education programs, an annual evaluation of governance practices and risk oversight.

Our Corporate Governance Guidelines can be found on our website at www.lkqcorp.com.

Performance Evaluation

Each year, in consultation with our Governance/Nominating Committee and the Chairman of our Board, we interview each director to obtain his or her assessment of the effectiveness of the Board and its committees, director performance, board dynamics, and the relationship with management, or we arrange for an outside firm to conduct a similar assessment. The results of such interviews are summarized and presented to the Board of Directors for discussion. In addition, the chair of each Board committee annually conducts an evaluation with the committee members of the performance and procedures of the committee. Appropriate follow-up occurs with respect to matters requiring additional consideration, including as to opportunities to enhance and strengthen the functioning of our Board committees.

Board Leadership Structure

We have different persons in the roles of Chairman of the Board and Chief Executive Officer. Mr. Mendel has been our Chairman of the Board since August 2025. Mr. Jude has been our Chief Executive Officer since July 2024. We believe that this leadership structure is appropriate for our Company because our Chairman of the Board and our Chief Executive Officer complement each other in their common objective of promoting the best interests of our stockholders. Mr. Mendel brings to the Chairman of the Board position extensive automotive industry leadership experience and deep operational, strategic and governance expertise gained over more than four decades in senior executive roles. Mr. Mendel’s experience includes overseeing large‑scale automotive operations, sales and marketing, product planning, logistics and distribution, as well as significant exposure to international markets, providing valuable perspective to the Board’s oversight and leadership responsibilities. Mr. Jude has worked in our industry for almost 29 years and adds his extensive knowledge of the operations side of our business. The Company anticipates continuing to utilize this board leadership structure. Following the 2026 Annual Meeting, we will continue to have different persons in the roles of Chairman of the Board and Chief Executive Officer.

Role of Board of Directors in Our Risk Management Process

We have processes in place to manage our key strategic, operational, financial and compliance risks. Our Board of Directors is responsible for monitoring and evaluating the risks we face and our risk management processes. We implement our risk management processes through regular reports to the Board by our Chief Executive Officer and other appropriate executives (including our Chief Financial Officer and our General Counsel) with respect to matters within their areas of expertise, including such matters as acquisitions, capital raising transactions, financial accounting matters and legal issues. Our Board members engage in discussions with these officers regarding their areas of expertise, including assessments of the risks relating thereto. In addition, our Corporate Audit department develops a risk-based audit plan annually that is reviewed with our Audit Committee, along with the results of internal audit reviews and activities. We also have a Risk Management Committee (“RMC”) composed of key members of management. The purpose of the RMC is to identify and prioritize enterprise-wide strategic risks, assign owners to such risks and track remediation efforts. The RMC periodically reports its findings to the Board of Directors.

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The Board of Directors, in coordination with the Audit Committee of the Board and the RMC, also oversees the Company’s programs for monitoring the Company’s information security status. The Company’s cybersecurity policies, standards, processes and practices are fully integrated into the Company’s operations and are based on recognized frameworks established by the International Organization for Standardization, the National Institute of Standards and Technology and other applicable industry standards. In general, the Company seeks to address cybersecurity risks through a comprehensive, cross-functional approach that is focused on preserving the confidentiality, integrity and availability of the information that the Company collects and stores and maintaining access to critical systems by identifying, preventing and mitigating cybersecurity threats and effectively responding to cybersecurity incidents when they occur. The Company regularly engages third parties to perform assessments on our cybersecurity measures, including information security maturity assessments, audits and independent reviews of our information security control environment and operating effectiveness. The Company’s Chief Information Security Officer presents quarterly reports to the Audit Committee and a formal report to the Board of Directors at least annually covering the security threat landscape, security incidents affecting the Company and the readiness of the Company’s security program. Several members of the Board have experience in the digital technology area and are thus particularly suited to overseeing the Company’s information security matters. The Company carries a global cyber liability insurance policy that we believe is appropriate for our Company’s risk.

Board Oversight of Strategy and Sustainability

Oversight of the Company’s strategic planning process is a key responsibility of the Board. In this regard, the Board conducts an annual comprehensive review of our strategic plans and reviews our overall business. Discussion topics include, but are not limited to, our mission and values; competitive position of our existing businesses; potential new or expanded lines of business; potential geographic expansion; key industry trends and evolving technologies, which may impact the demand for our products and services; financial trends and outlook; capital allocation; talent management; regulatory environment; and matters related to our sustainability initiatives. Discussions about the Company’s strategy and execution are also undertaken by the Board committees. This process enables the Board to assess the Company’s strategy over the short, intermediate and long term.

The Compensation and Human Capital Committee of the Board provides oversight relating to the Company’s programs and policies relating to community involvement, culture and human capital topics. The Governance/Nominating Committee of the Board has responsibility for overseeing the Company’s other sustainability initiatives. As part of its oversight role, the Governance/Nominating Committee directed management to prepare an annual Corporate Sustainability Report addressing the Company’s commitment to responsible sustainability practices. Our Corporate Sustainability Report for 2025 is scheduled to be released in the second quarter of 2026.

Director Independence

The Board, following consideration of all relevant facts and circumstances and upon recommendation of the Governance/Nominating Committee, has affirmatively determined that each nominee for election as a director (except Mr. Jude) is independent in that each such person has no material relationship with the Company, our management or our independent registered public accounting firm, and otherwise meets the independence and other requirements of the listing standards of Nasdaq, the rules and regulations of the SEC and applicable law. The Board determined that Mr. Jude is not independent due to his status as a current executive officer of the Company.

Director Attendance

The Board held eight meetings during fiscal 2025. Each incumbent director attended at least 75% of the aggregate total number of meetings held by the Board and all committees on which such director served that were held during the period during which such director served as a director. At its meetings, the independent members of the Board sometimes hold executive sessions without management present. Five executive sessions were held in 2025.

We encourage all of our directors to attend our annual meeting of stockholders, and we customarily schedule a regular Board meeting on the same day as our annual meeting. All persons who were directors at the time attended our annual meeting of stockholders in 2025.

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Director Stock Ownership Guidelines

The Board has established stock ownership guidelines that provide that each non-employee director is expected to hold a minimum of at least the number of shares equal in value to five times the annual cash board service retainer and that such ownership amount be obtained within five years after first becoming subject to the guidelines. Until the expected level of ownership is achieved, each director must retain at least 50% of the net after-tax shares from equity compensation vesting. Unvested restricted stock units ("RSUs") and deferred RSUs count toward meeting the ownership requirements. All current directors meet the ownership guidelines. The complete guidelines can be found on our website at www.lkqcorp.com (click the “Corporate Governance” link under “Investor Relations”).

Code of Ethics

We have adopted a Code of Ethics, which sets forth guidance for employees to make appropriate ethical decisions. Our Code of Ethics covers topics such as use of company assets, bribery and corruption, conflicts of interest, discrimination, harassment, health and safety, privacy and data protection, protecting confidential information and reporting Code of Ethics violations. The Code of Ethics reflects our commitment to acting with a high level of integrity and providing guidance for reporting complaints in the event of alleged violations of our policies, including through an anonymous global line. A copy of the Code of Ethics can be found on our website at www.lkqcorp.com (click the “Corporate Governance” link under “Investor Relations”).

Insider Trading Policies and Procedures

We have adopted and maintain insider trading policies and procedures governing the purchase, sale, and other dispositions of Company securities that are applicable to the Company itself, all of our directors, officers and employees of the company and all members of their immediate families and households. Our insider trading policies and procedures are reasonably designed to promote compliance with insider trading laws, rules and regulations, and Nasdaq listing standards. Our insider trading policy prohibits our directors, officers and employees from trading in Company securities while in possession of material, nonpublic information. Our insider trading policy also prohibits our directors, officers and employees from disclosing material, nonpublic information of the Company to others, unless such disclosure is made in accordance with the Company’s policies regarding the protection and external disclosure of information regarding the Company. In addition, directors, officers and certain other designated persons of the Company are required to obtain approval in advance of engaging in transactions in Company securities and comply with additional trading restrictions. This summary of our insider trading policies and procedures does not purport to be complete and is qualified in its entirety by reference to our insider trading policy, a copy of which can be found as Exhibit 19.1 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

Pledging/Hedging

The Company’s policies prohibit directors and officers from pledging our common stock or engaging in hedging transactions involving our common stock.

Succession and Refreshment

Our Board of Directors is committed to effective board succession planning and refreshment, using processes such as board self-evaluations, board refreshment discussions, and consideration of the annual slate of board nominees by our Governance/Nominating Committee and by our Board of Directors. Additionally, in 2025, our Board of Directors engaged Spencer Stuart to survey the full Board and select management team members to evaluate the Board’s succession plan. The results of the evaluation were reviewed by the Governance/Nominating Committee and provided to the full Board for their consideration. As a result of these different processes, over the years, directors have decided (for personal or professional reasons) or have been asked (for reasons related to their ongoing contributions to the Board and the Company) not to stand for re-election at the next annual meeting of stockholders.

Committees of the Board

Our Board has four standing committees. They are the Audit Committee, the Compensation and Human Capital Committee, the Finance Committee, and the Governance/Nominating Committee. The Board reviews and determines the membership of the committees at least annually, with input from the Governance/Nominating Committee.

Effective February 5, 2025, the Company established the Finance Committee and Mr. Clarke, as chairperson, Ms. Gove, Mr. Mendel, Mr. Powell, and Mr. Urbain were appointed to the committee. Effective February 21, 2025, Mr. Clarke was appointed chairperson of the Audit Committee. Effective March 5, 2025, Mr. Berard moved from the Compensation & Human Capital

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Committee to the Audit Committee; Mr. Clarke was removed from Compensation & Human Capital Committee; Ms. Divitto moved from the Compensation & Human Capital Committee to the Governance/Nominating Committee; Ms. Gove was appointed to the Compensation & Human Capital Committee; Mr. Mendel was removed from the Audit Committee; Mr. Metcalf was appointed to the Compensation & Human Capital Committee and the Governance/Nominating Committee; Mr. Powell was appointed to the Audit Committee; and Mr. Urbain was removed from the Compensation & Human Capital Committee. Effective March 4, 2026, Ms. Gove moved from the Compensation & Human Capital Committee to the Audit Committee and replaced Mr. Clarke as chairperson of the Audit Committee; Ms. Divitto moved from the Audit Committee to the Compensation & Human Capital Committee and was appointed chairperson of the Governance/Nominating Committee; Mr. Metcalf replaced Mr. Mendel as chairperson of the Compensation & Human Capital Committee; and Mr. Powell moved from the Audit Committee to the Governance/Nominating Committee.

The current membership of the committees is set forth in the table below.

Name

Audit Committee

Compensation and Human Capital Committee

Governance/Nominating Committee

Finance Committee

Patrick Berard

Member

—

Member

—

Andrew C. Clarke

Member

—

Chair

Meg A. Divitto

—

Member

Chair

—

Sue Gove

Chair

—

Member

John W. Mendel

—

Member

—

Member

James S. Metcalf

—

Chair

Member

—

Michael S. Powell

—

Member

Xavier Urbain

Member

—

Member

The functions of each committee are described below.

Audit Committee

The Audit Committee’s functions include selecting, appointing and evaluating our independent registered public accounting firm and recommending that firm for ratification by stockholders; reviewing the arrangements for, and scope of, the independent registered public accounting firm’s examination of our financial statements; overseeing the activities of our Corporate Audit department; meeting with the independent registered public accounting firm and certain of our officers to review the adequacy and appropriateness of our system of internal control and reporting, our critical accounting policies, and our public financial disclosures; reviewing compliance with our code of ethics; providing oversight for all matters related to the security of and risks related to information technology systems and procedures and cybersecurity; and performing any other duties or functions deemed appropriate by the Board of Directors. The Audit Committee meets quarterly with management and our independent registered public accounting firm to review our annual and quarterly reports and earnings releases prior to their issuance. All of the Audit Committee members satisfy the independence, financial literacy, and expertise requirements of the rules of Nasdaq. Our Board of Directors has determined that Ms. Gove satisfies the requirements to be designated an “audit committee financial expert” under the rules and regulations of the SEC. The Audit Committee operates pursuant to a charter, which is available on our corporate website at www.lkqcorp.com. The Audit Committee met nine times during 2025.

Compensation and Human Capital Committee

SEC Form DEF 14A filed by LKQ Corporation