Current Report Filing (8-k)
April 02 2018 - 4:18PM
Edgar (US Regulatory)
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)
March
29, 2018
______________
ADVANCE AUTO PARTS, INC.
(Exact
name of registrant as specified in its charter)
Delaware
|
001-16797
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54-2049910
|
(State or other jurisdiction of
incorporation or organization)
|
(Commission File Number)
|
(IRS Employer
Identification No.)
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5008 Airport Road, Roanoke, Virginia
|
24012
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(Address
of Principal Executive Offices)
|
(Zip
Code)
|
Registrant's telephone number, including area code (540) 362-4911
Not Applicable
(Former name, former address and former fiscal
year, 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))
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 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
(b)
Departure of Principal Financial Officer
On April 2, 2018, the Advance Auto Parts, Inc. (“Company”) announced
that Mr. Thomas Okray has tendered his resignation as Executive Vice
President and Chief Financial Officer, effective on April 15, 2018. Mr.
Okray’s departure is not the result of any disagreement regarding the
Company’s operations, financial reporting or accounting policies,
procedures, estimates or judgments.
(c)
Appointment of Interim Principal Financial Officer
In addition, on April 2, 2018, the Company announced that Jeffrey W.
Shepherd, the Company’s Senior Vice President, Controller and Chief
Accounting Officer (Principal Accounting Officer) has been appointed by
the Company’s Board of Directors to assume the additional
responsibilities of Interim Chief Financial Officer, effective April 13,
2018 and until such time as a permanent replacement has been identified.
In connection with his appointment as Interim Chief Financial Officer,
Mr. Shepherd and the Company have agreed to an enhanced compensation
arrangement, which has been approved by the Compensation Committee of
the Board (“Committee”). Pursuant to this compensation arrangement, Mr.
Shepherd will receive a special award of time-based restricted stock
units with a grant date value of $250,000, which will vest in three
equal increments on the first, second and third anniversaries of the
grant date.
Mr. Shepherd, 45, has served in his current role with the Company since
March 1, 2017. Prior to joining the Company, he was employed by General
Motors Company from September 2010 to February 2017 in various
accounting and finance roles, including Controller - General Motors
Europe from July 2015 to February 2017, Director - Consolidation and SEC
Reporting from June 2013 to July 2015 and Director - Analysis and
Reporting from September 2010 to June 2013. Prior to joining General
Motors, Mr. Shepherd worked for Ernst & Young, a public accounting firm,
from October 1994 to August 2010. Mr. Shepherd is a certified public
accountant.
Item 7.01 Regulation FD Disclosure.
On April 2, 2018, the Company issued a press release which contained the
announcement of the departure of Thomas B. Okray, Executive Vice
President and Chief Financial Officer, effective April 15, 2018, and the
appointment of Jeffrey W. Shepherd, the Company’s Senior Vice President,
Controller and Chief Accounting Officer to the additional role of
Interim Chief Financial Officer, effective April 13, 2018.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number
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Description of Exhibit
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|
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99.1
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Press Release, dated April 2, 2018, issued by Advance Auto Parts,
Inc.
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Note: With the exception of the information contained in Item 5.02,
the information contained in this Current Report on Form 8-K (including
Exhibit 99.1) shall not be deemed to be “filed” for the purposes of
Section 18 of the Securities Exchange Act of 1934, as amended, or
otherwise subject to the liabilities of that section.
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.
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ADVANCE AUTO PARTS, INC.
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|
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(Registrant)
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Date: April 2, 2018
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/s/ Jeffrey W. Shepherd
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(Signature)*
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Jeffrey W. Shepherd
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Senior Vice President, Controller and Chief
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|
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Accounting Officer
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* Print name and title of the signing officer under his signature.
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