SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 26, 2021
ADVANCE AUTO PARTS, INC.
(Exact name of registrant as specified in its charter)
|(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)
(Registrant's telephone number, including area code)
(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 2021 Annual Meeting of Stockholders of Advance Auto Parts, Inc. (the “Company”) was held on Wednesday, May 26, 2021. 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 2022 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 2021, and (4) non-binding advisory vote to approve the stockholder proposal regarding amending our proxy access rights to remove the shareholder aggregation limit.
All nominees were elected to the Board of Directors with the following vote counts:
|Carla J. Bailo||54,699,301||107,232||7,517|
|John F. Ferraro||52,755,262||2,048,837||9,951|
|Thomas R. Greco||54,642,334||162,511||9,205|
|Jeffrey J. Jones II||54,025,995||778,931||9,124|
|Eugene I. Lee, Jr.||53,400,847||1,404,410||8,793|
|Sharon L. McCollam||52,128,175||2,678,982||6,893|
|Douglas A. Pertz||54,468,320||335,704||10,026|
|Arthur L. Valdez Jr.||54,714,303||89,929||9,818|
There were 3,158,203 broker non-votes recorded for each nominee.
The compensation of the named executive officers was approved by the following non-binding advisory vote:
Stockholders ratified the appointment of Deloitte and Touche LLP as the Company’s independent registered public accounting firm for 2021. The vote on the proposal was as follows:
A majority of the Company’s outstanding shares were cast against the non-binding advisory vote to approve the stockholder proposal regarding amending our proxy access rights to remove the shareholder aggregation limit. The vote on the proposal was as follows:
Item 9.01 Financial Statements and Exhibits.
|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).|
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: June 1, 2021||/s/ Jeffrey W. Shepherd|
|Jeffrey W. Shepherd|
|Executive Vice President, Chief Financial Officer|