Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 24, 2023
ADVANCE AUTO PARTS, INC.
(Exact name of registrant as specified in its charter)
Delaware
001-16797
54-2049910
(State or other jurisdiction of incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)
4200 Six Forks Road, Raleigh, North Carolina27609
(Address of principal executive offices) (Zip Code)
(540) 362-4911
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Securities Registered Pursuant to Section 12(b) of the Act:
Title of each class
Trading symbol
Name of each exchange on which registered
Common Stock, $0.0001 par value
AAP
New York Stock Exchange
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))
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. ☐
INFORMATION TO BE INCLUDED IN THE REPORT
Item 5.07. Submission of Matters to a Vote of Security Holders.
The 2023 Annual Meeting of Stockholders of Advance Auto Parts, Inc. (the “Company”) was held on Wednesday, May 24, 2023. The following matters were submitted to a vote by the stockholders: (1) election of nine nominees to serve as members of the Board of Directors until the 2024 Annual Meeting of Stockholders, (2) approval of the 2023 Omnibus Incentive Compensation Plan, (3) approval of the 2023 Employee Share Purchase Plan, (4) non-binding advisory vote to approve the compensation of the Company’s named executive officers, (5) non-binding advisory vote on the frequency of votes to approve the compensation of the Company’s named executive officers, (6) ratification of the appointment of Deloitte and Touche LLP as the Company’s independent registered public accounting firm for 2023, and (7) vote on the stockholder proposal regarding requiring an independent Board chair.
All nominees were elected to the Board of Directors with the following vote counts:
FOR
AGAINST
ABSTAIN
Carla J. Bailo
45,382,063
534,994
26,002
John F. Ferraro
45,368,401
547,593
27,065
Thomas R. Greco
45,493,498
419,321
30,240
Joan M. Hilson
45,702,034
214,148
26,877
Jeffrey J. Jones II
42,295,471
3,620,288
27,300
Eugene I. Lee, Jr.
44,386,764
1,335,452
220,843
Douglas A. Pertz
45,125,348
790,229
27,482
Sherice R. Torres
45,498,115
418,323
26,621
Arthur L. Valdez Jr.
45,710,595
205,516
26,948
There were 4,854,930 broker non-votes recorded for each nominee.
The 2023 Omnibus Incentive Compensation Plan was approved by the following non-binding advisory vote:
FOR
AGAINST
ABSTAIN
BROKER NON-VOTES
43,989,962
1,919,774
33,323
4,854,930
The 2023 Employee Share Purchase Plan was approved by the following non-binding advisory vote:
FOR
AGAINST
ABSTAIN
BROKER NON-VOTES
45,751,592
166,358
25,109
4,854,930
The compensation of the named executive officers was approved by the following non-binding advisory vote:
FOR
AGAINST
ABSTAIN
BROKER NON-VOTES
41,764,021
4,101,396
77,642
4,854,930
The vote for frequency of future votes on the compensation of the named executive officers was as follows on a non-binding, advisory basis:
ONE YEAR
TWO YEARS
THREE YEARS
ABSTAIN
BROKER NON-VOTES
44,759,972
18,461
1,135,711
28,915
4,854,930
With this stockholder vote, the Board has determined to hold a non-binding advisory vote on executive compensation on an annual basis.
Stockholders ratified the appointment of Deloitte and Touche LLP as the Company’s independent registered
public accounting firm for 2023. The vote on the proposal was as follows:
FOR
AGAINST
ABSTAIN
48,085,665
2,690,861
21,463
A majority of the Company’s outstanding shares were cast against the vote to approve the stockholder proposal regarding requiring an independent Chair of the Board.
The vote on the proposal was as follows:
FOR
AGAINST
ABSTAIN
BROKER NON-VOTES
8,757,411
37,141,397
44,251
4,854,930
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number
101.1
Pursuant to Rule 406 of Regulation S-T, the cover page to this Current Report on Form 8-K is formatted in Inline XBRL.
104.1
Cover Page Interactive Data File (embedded within the Inline XBRL document included in Exhibit 101.1).
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.
ADVANCE AUTO PARTS, INC.
(Registrant)
Date: May 30, 2023
/s/ William J. Pellicciotti Jr.
William J. Pellicciotti Jr.
Senior Vice President, Controller and Chief Accounting Officer
