Advance Auto Parts, Inc.
8-K on 05/21/2020   Download
SEC Document
SEC Filing
0001158449false00011584492020-05-152020-05-15

 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 15, 2020
 
ADVANCE AUTO PARTS, INC.
(Exact name of registrant as specified in its charter)
 
Delaware001-1679754-2049910
(State or other jurisdiction of incorporation)(Commission File Number)(I.R.S. Employer Identification No.)
 
2635 East Millbrook Road, Raleigh, North Carolina 27604
(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 classTrading symbolName of each exchange on which registered
Common Stock, $0.0001 par valueAAPNew 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 2020 Annual Meeting of Stockholders of Advance Auto Parts, Inc. (the “Company”) was held on Friday, May 15, 2020. 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 2021 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 2020, and (4) non-binding advisory vote to approve the stockholder proposal regarding the ability of stockholders to act by written consent.

All nominees were elected to the Board of Directors with the following vote counts:
  FOR AGAINST ABSTAIN
John F. Bergstrom 58,368,229 1,520,455 38,413
Brad W. Buss 59,323,769 564,557 38,771
John F. Ferraro 56,512,357 3,376,167 38,573
Thomas R. Greco 59,395,924489,74441,429
Jeffrey J. Jones II58,507,0011,380,77639,320
Eugene I. Lee, Jr.58,774,433 1,113,168 39,496
Sharon L. McCollam57,193,7722,697,44235,883
Douglas A. Pertz 59,301,210 586,819 39,068
Nigel Travis 58,359,091 1,529,225 38,781

There were 3,119,429 broker non-votes recorded for each nominee.

The compensation of the named executive officers was approved by the following non-binding advisory vote:
FORAGAINSTABSTAINBROKER NON-VOTES
58,842,5161,035,51649,0653,119,429
Stockholders ratified the appointment of Deloitte and Touche LLP as the Company’s independent registered public accounting firm for 2020. The vote on the proposal was as follows:
FORAGAINSTABSTAIN
62,303,618703,63939,269

A majority of the Company’s outstanding shares (83.25% 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:
FORAGAINSTABSTAINBROKER NON-VOTES
9,940,75649,888,77097,5713,119,429



Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.
Exhibit Number
101.1Pursuant to Rule 406 of Regulation S-T, the cover page to this Current Report on Form 8-K is formatted in Inline XBRL.
104.1Cover 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 21, 2020/s/ Jeffrey W. Shepherd
Jeffrey W. Shepherd
Executive Vice President, Chief Financial Officer