UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
Current Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 4, 2008
 
LKQ CORPORATION
(Exact name of registrant as specified in its charter)

Delaware	 	000-50404	 	36-4215970	
(State or other jurisdiction of	 	(Commission File	 	(IRS Employer	
incorporation)	 	Number)	 	Identification No.)	
 
120 North LaSalle Street, Suite 3300
Chicago, IL  60602
(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code   (312) 621-1950
 
N/A
(Former name or former address, if changed since last report.)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
o                                          Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o                                          Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o                                          Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o                                          Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 
Item 5.02(e).                             DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
 
On April 4, 2008, the Compensation Committee of our Board of Directors adopted 2008 bonus programs for our executive officers. The potential bonus of each executive officer is equal to the executive officer’s 2008 base salary (as of January 1, 2008) multiplied by a certain percentage. These percentages ranged from 15% to 150% for our named executive officers. For each of our corporate named executive officers (Joseph M. Holsten, Mark T. Spears, Walter P. Hanley and Victor M. Casini), the percentage varies based on a range of our earnings per share for the year ending December 31, 2008. For each of our other named executive officers (Steven H. Jones and Robert L. Wagman), the percentage varies based on a range of our earnings per share for the year ended December 31, 2008 and the achievement of certain revenue or pretax income goals of the aspects of our business that such executive officer oversees. A copy of the form of the 2008 bonus program for our corporate named executive officers is attached as Exhibit 99.1 to this Current Report and is incorporated herein by reference. A copy of the form of the 2008 bonus program for our other named executive officers is attached as Exhibit 99.2 to this Current Report and is incorporated herein by reference.
 
Item 9.01.   FINANCIAL STATEMENTS AND EXHIBITS
 
(d) Exhibits

Exhibit Number	 	Description of Exhibit	
99.1	 	Form of LKQ Corporation Executive Officer 2008 Bonus Program (Corporate).	
99.2	 	Form of LKQ Corporation Executive Officer 2008 Bonus Program (Other).	

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SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 	LKQ Corporation	
 	 	 	
Date: April 8, 2008	By:	/s/ VICTOR M. CASINI	
 	 	Victor M. Casini	
 	 	Senior Vice President and General Counsel	

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Exhibit 99.1
 
To:
 
From: Compensation Committee
 
Date:                               , 2008
 
Re: 2008 Bonus Program
 
The Compensation Committee of the Board of Directors of LKQ Corporation is pleased to deliver to you the terms of your potential 2008 bonus.
 
Your 2008 bonus shall equal your 2008 base salary at January 1, 2008 multiplied by the percentage in the column “Bonus Percentage” that corresponds to the consolidated earnings per share (“EPS”) of LKQ Corporation for the year ended December 31, 2008. For purposes of this bonus program, the calculation of EPS shall include (i) an accrual for the total proposed bonus payments to LKQ employees for 2008 (paid in 2009) and (ii) adjustments for any other extraordinary items affecting EPS, as such adjustments shall be determined by the Compensation Committee.
 
The 2008 awards will be paid out as soon as our financial reports are audited and finalized. Payments under the 2008 Bonus Program will only be paid to individuals who are employed as of December 31, 2008. The Compensation Committee shall have the right to make all determinations, including interpretations of any questions, issues or ambiguities that may arise, with respect to the program or any award under the program. Such determinations shall be final and binding on all participants and their beneficiaries.

 	 	EPS ($)	 	Bonus Percentage (EPS)	
 	 	 	 	 	
 	 	[Numbers for each executive officer inserted here]	 	 	

 

Exhibit 99.2
 
To:
 
From: Compensation Committee
 
Date:                                       , 2008
 
Re: 2008 Bonus Program
 
We are pleased to deliver to you the terms of your potential 2008 bonus.
 
Your 2008 bonus shall equal your 2008 base salary at January 1, 2008 multiplied by the following: (a)          % of the percentage in the column “Bonus Percentage (Revenue/Pretax)” that corresponds to the percentage achievement of [the aspect of our business that you oversee] for the year ended December 31, 2008,   plus   (b)         % of the percentage in the column “Bonus Percentage (EPS)” that corresponds to the consolidated earnings per share (“EPS”) of LKQ Corporation for the year ended December 31, 2008. For purposes of this bonus program, the calculation of EPS shall include (i) an accrual for the total proposed bonus payments to LKQ employees for 2008 (paid in 2009) and (ii) adjustments for any other extraordinary items affecting EPS, as such adjustments shall be determined by the Compensation Committee.
 
The 2008 awards will be paid out as soon as our financial reports are audited and finalized. Payments under the 2008 Bonus Program will only be paid to individuals who are employed as of December 31, 2008. The Compensation Committee shall have the right to make all determinations, including interpretations of any questions, issues or ambiguities that may arise, with respect to the program or any award under the program. Such determinations shall be final and binding on all participants and their beneficiaries.
 
                The performance targets shown below are based on your initial approved budget.  The target for certain locations will need to be modified at some point during 2008 due to the merging and conversion of the existing LKQ aftermarket business over to Keystone locations.  This may result in the reduction of revenue, COGS and elimination of certain expenses that will affect the performance of your location on an actual basis at some point in 2008.  While some expenses may be removed from your budget (and thus an increase in your performance target), in general your performance targets will remain unchanged for revenue and gross margin derived from aftermarket sales.  Your actual results will be calculated on a pro forma basis as if the aftermarket revenue and related gross margin for sales derived by your location’s salespeople were still included in your actual results for the year.
 
2008 Target Revenue/Pretax Income for [Applicable Aspect of Business]: $

Achievement of Target Revenue/Pretax (%)	 	Bonus Percentage (Revenue/Pretax)	
 	 	 	
[Numbers for each executive officer inserted here]	 	 	
 	 	 	
EPS ($)	 	Bonus Percentage (EPS)	
 	 	 	
[Numbers for each executive officer inserted here]