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 23, 2024
CARPARTS.COM, INC.
(Exact name of registrant as specified in its charter)
Delaware
| 001-33264
| 68-0623433
|
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
2050 W. 190th Street, Suite 400, Torrance, CA 90504
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code (424) 702-1455
N/A
(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:
☐
| 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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol(s) | Name of each exchange on which registered |
Common Stock, $0.001 par value per share
| PRTS
| The NASDAQ Stock Market LLC
|
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. ☐
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On May 23, 2024, CarParts.com, Inc. (the “Company”) held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”). A total of 56,644,740 shares of the Company’s common stock were entitled to vote as of April 4, 2024, the record date for the Annual Meeting. There were 46,890,273 shares present in person or by proxy at the Annual Meeting, at which the Company’s stockholders were asked to vote on four proposals. The proposals are described in more detail in the Company’s definitive proxy statement filed April 24, 2024 for the Annual Meeting. Set forth below are the matters acted upon by the Company’s stockholders at the Annual Meeting, and the final voting results of each such proposal.
Proposal No. 1 - Election of Directors
The stockholders elected three Class III directors to serve a three-year term, until the Company’s 2027 Annual Meeting of Stockholders and until their respective successors are elected and qualified. The results of the vote were as follows:
| | | | | | | |
| David Meniane | | 36,719,543 | | 2,637,484 | | 7,533,246 |
| Warren “Barry” Phelps III | | 37,211,740 | | 2,145,287 | | 7,533,246 |
| Dr. Lisa Costa | | 36,355,585 | | 3,001,442 | | 7,533,246 |
Proposal No. 2 - Ratification of the Tax Benefits Preservation Plan, as amended
The stockholders voted to ratify the adoption by the Company’s board of directors of the Tax Benefits Preservation Plan, as amended, dated as of April 5, 2024, by and between the Company and Computershare Trust Company, N.A., as rights agent. The results of the vote were as follows:
| | | | | | |
| 33,955,928 | | 5,331,744 | | 69,355 | | 7,533,246 |
Proposal No. 3 - Ratification of the Selection of Independent Auditors
The stockholders voted to ratify the selection of RSM US LLP as the Company’s independent registered public accounting firm for fiscal year 2024. The results of the vote were as follows:
| | | | | | |
| 46,459,246 | | 388,723 | | 42,304 | | − |
Proposal No. 4 - Advisory Resolution Regarding the Compensation of the Company’s Named Executive Officers
The advisory (non-binding) vote regarding the compensation of the Company’s named executive officers was approved. The results of the advisory (non-binding) vote were as follows:
| For | | Against | | Abstaining | | Broker Non-Votes |
| 34,594,141 | | 4,344,267 | | 418,619 | | 7,533,246 |
No other matters were presented for stockholder approval at the Annual Meeting.
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.
| Dated: May 28, 2024 | CARPARTS.COM, INC. |
| | |
| | By: | /s/ Ryan Lockwood |
| | Name: | Ryan Lockwood |
| | Title: | Chief Financial Officer |
