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Notice of exempt solicitation

Dear Fellow O'Reilly Automotive, Inc. Shareowner:

Support Shareowner Proposal #4 Requesting Proxy Access

The California Public Employees’ Retirement System (CalPERS) and the New York City Pension Funds request shareowners vote “ FOR ” proposal #4 – a non-binding proposal to give shareowners effective access to the director nomination process – at the O'Reilly Automotive, Inc. annual meeting on May 3, 2016. Together, our funds have $433 billion in assets and are substantial long-term shareowners of O'Reilly Automotive, Inc., with approximately 616,000 shares.

Proxy Access a Fundamental Shareowner Right and Accountability in the Boardroom

We believe providing access to a company’s proxy to give shareowners the ability to nominate directors to the board is one of the most important rights for owners of a company. Without effective proxy access, the director election process simply offers a ratification of management’s slate of nominees. Therefore, we believe long-term shareowners should have meaningful access to this process on the terms specified in the proposal #4. The proposed thresholds include:

Proposed Terms Based on SEC Proxy Access Rulemaking in 2010

Before adopting its now vacated proxy access rule in 2010, the SEC undertook a detailed analysis, both internally and through the public comment process. The SEC determined that a 3 percent ownership threshold...


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