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