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Published: 2022-05-26 16:06:02 ET
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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): May 25, 2022

 

Dorman Products, Inc.

(Exact name of Registrant as Specified in Charter)

 

 

Pennsylvania

000-18914

23-2078856

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

 

3400 East Walnut Street, Colmar, Pennsylvania 18915

(Address of Principal Executive Offices) (Zip Code)

 

 

Registrant’s telephone number, including area code:  (215) 997-1800

 

                           Not Applicable                               

(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:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange on which registered

Common Stock, $0.01 Par Value

 

DORM

 

The Nasdaq Global Select Market

 

 

 

 

 

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  

 


 

Item 5.07 Submission of Matters to a Vote of Security Holders.

The 2022 Annual Meeting of Shareholders (“Annual Meeting”) of Dorman Products, Inc. (the “Company”) was held on May 25, 2022. During the Annual Meeting, shareholders were asked to consider and vote upon three proposals: (1) to elect eight directors, each to serve for a term of one year to expire at the next annual meeting of shareholders and until his or her successor has been elected and qualified or until his or her earlier death, resignation or removal; (2) to approve, on an advisory basis, the compensation of the Company’s named executive officers, as described in the Company’s proxy statement distributed in connection with the Annual Meeting; and (3) to ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022.

On the record date of March 24, 2022, there were 31,527,784 shares of the Company’s common stock issued and outstanding and entitled to vote at the Annual Meeting. For each proposal, the results of the shareholder voting were as follows:

 

1.

The following nominees were each elected to serve as director for a term of one year to expire at the next annual meeting of shareholders and until his or her successor has been elected and qualified or until his or her earlier death, resignation or removal based upon the following votes:

 

Nominee

Votes

in Favor

Votes
Against

Abstain

Broker

Non-Votes

Steven L. Berman

27,550,298

608,434

10,216

822,564

Kevin M. Olsen

27,834,655

323,760

10,533

822,564

Lisa M. Bachmann

27,141,773

1,015,276

11,899

822,564

John J. Gavin

27,049,201

1,106,260

13,487

822,564

Richard T. Riley

26,855,365

1,300,099

13,484

822,564

Kelly A. Romano

27,161,754

995,292

11,902

822,564

G. Michael Stakias

26,275,751

1,879,709

13,488

822,564

J. Darrell Thomas

27,970,891

186,063

11,994

822,564

 

2.

The compensation of the Company’s named executive officers, as described in the proxy statement, was approved on an advisory basis based upon the following votes:

 

Votes in Favor

Votes Against

Votes Abstained

Broker Non-Votes

27,868,480

290,349

10,119

822,564

 

3.

The appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022 was ratified based upon the following votes:

 

Votes in Favor

Votes Against

Votes Abstained

28,071,287

915,148

5,077

 

 

 

Item 8.01

Other Events.

On May 25, 2022, Mr. Richard Riley was appointed Lead Director of the Company’s Board of Directors. Mr. Riley also serves as Chairman of the Audit Committee and he is a member of each of the Compensation Committee and the Corporate Governance and Nominating Committee.

 

 

 


 

SIGNATURES

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.

 

DORMAN PRODUCTS, INC.

 

 

 

Date:May 26, 2022

By: /s/ Joseph P. Braun

 

Name: Joseph P. Braun

 

Title: Senior Vice President,
General Counsel and Secretary