Current Report Filing (8-k)

Date : 05/20/2019 @ 9:11PM
Source : Edgar (US Regulatory)
Stock : Advance Auto Parts (AAP)
Quote : 165.12  -0.86 (-0.52%) @ 1:00AM
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Current Report Filing (8-k)



 
  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 14, 2019
 
 
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.)
 
2635 East Millbrook Road
Raleigh, NC
(Address of principal executive offices)
    27604
(Zip Code)
 
(540) 362-4911
(Registrant's telephone number, including area code)
 
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:

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))

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 o

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. o

 






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.

At the 2019 Annual Meeting of Stockholders of Advance Auto Parts, Inc. (“Company”) held May 15, 2019, the Company’s stockholders re-elected John F. Bergstrom, Brad W. Buss, John F. Ferraro, Thomas R. Greco, Jeffrey J. Jones II, Adriana Karaboutis, Eugene I. Lee, Jr., Sharon L. McCollam, Douglas A. Pertz, Jeffrey C. Smith and Nigel Travis. Members of the Company’s Board of Directors (“Board”) were elected to serve until the 2020 annual meeting of stockholders. Following the annual meeting and effective May 15, 2019, Fiona P. Dias who had previously served as director, retired from the Board.

Effective May 14, 2019, the directors appointed as members of the Board’s Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee, are listed below and have been determined by the Board to be independent under the listing standards of the New York Stock Exchange.
 Audit Committee
 
Compensation Committee
 
Nominating and Corporate Governance Committee
Brad W. Buss - Chair
 
John F. Bergstrom - Chair
 
John F. Ferraro - Chair
Adriana Karaboutis
 
Eugene I. Lee, Jr.
 
Jeffrey J. Jones II
Sharon L. McCollam
 
Douglas A. Pertz
 
Nigel Travis

In other actions, the Board re-appointed director Jeffrey C. Smith as the independent Chair of the Board, effective May 15, 2019, and Brad W. Buss and Sharon L. McCollam were designated as Audit Committee financial experts.

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

The 2019 Annual Meeting of Stockholders of the Company was held on Wednesday, May 15, 2019. The following matters were submitted to a vote by the stockholders: (1) election of 11 directors to serve as members of the Board of Directors until the 2020 Annual Meeting of Stockholders, (2) non-binding advisory vote to approve the compensation of the Company’s named executive officers, (3) ratification of the appointment of Deloitte and Touche LLP as the Company’s independent registered public accounting firm for 2019, and (4) non-binding stockholder advisory vote to approve the stockholder proposal entitled "Right to Act by Written Consent".

All nominees were elected to the Board of Directors with the following vote counts:
 
 
FOR
 
WITHHELD
 
ABSTAIN
John F. Bergstrom
 
56,861,706
 
2,355,935
 
550,240
Brad W. Buss
 
59,446,270
 
211,596
 
110,015
John F. Ferraro
 
58,556,025
 
1,021,111
 
190,745
Thomas R. Greco
 
59,437,537
 
219,795
 
110,549
Jeffrey J. Jones II
 
59,501,333
 
188,805
 
77,743
Adriana Karaboutis
 
59,261,017
 
397,440
 
109,424
Eugene I. Lee, Jr.
 
59,436,325
 
221,112
 
110,444
Sharon L. McCollam
 
59,510,019
 
180,810
 
77,052
Douglas A. Pertz
 
59,000,888
 
576,176
 
190,817
Jeffrey C. Smith
 
58,664,520
 
966,629
 
136,732
Nigel Travis
 
58,578,103
 
1,108,062
 
81,716

There were 4,462,935 broker non-votes recorded for each nominee.






The compensation of the named executive officers was approved by the following non-binding advisory vote:
FOR
AGAINST
ABSTENTIONS
BROKER NON-VOTES
57,374,095
2,338,976
54,810
4,642,935
                            
Stockholders ratified the appointment of Deloitte and Touche LLP as the Company’s independent registered public accounting firm for 2019. The vote on the proposal was as follows:
FOR
AGAINST
ABSTENTIONS
63,638,553
721,091
51,172

A majority of the Company’s outstanding shares (88.67% of shares voted) were cast against the non-binding advisory stockholder proposal regarding the ability of stockholders to act by written consent. The vote on the proposal was as follows:

FOR
AGAINST
ABSTENTIONS
BROKER NON-VOTES
6,628,532
52,998,380
140,969
4,642,935









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.
 
 
 
Date: May 20, 2019
 
/s/ Jeffrey W. Shepherd
 
 
Jeffrey W. Shepherd
 
 
Executive Vice President, Chief Financial Officer





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