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): December 18, 2017
Motorcar Parts of America, Inc.
(Exact name of registrant as specified in its charter)
New York | 001-33861 | 11-2153962 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
2929 California Street, Torrance CA | | 90503 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (310) 212-7910
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. ☐
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
The Annual Meeting of Stockholders of Motorcar Parts of America, Inc. (the “Company”) was held on December 18, 2017 (the “Meeting”).
At the Meeting, the Company’s stockholders voted on proposals to: (i) elect directors; (ii) ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accountants for the fiscal year ending March 31, 2018; (iii) approve our Third Amended and Restated 2010 Incentive Award Plan (the “Plan”); (iv) approve on a non-binding advisory basis the compensation of our named executive officers and (v) approve on a non-binding advisory basis the frequency of future advisory votes on the compensation of our named executive officers.
All nominees for election to the Board of Directors of the Company as directors were elected to serve until the next Annual Meeting of Stockholders and until their respective successors are duly elected and qualified, or until the earlier of such director’s death, resignation or removal. The stockholders also ratified the selection of the independent registered public accountants. The stockholders also approved the Plan and on a non-binding advisory basis approved the compensation of our named executive officers and having future advisory votes on the compensation of our named executive officers every 1 year.
The number of votes cast for, against or withheld and the number of abstentions and broker non-votes with respect to each proposal are set forth below:
Proposal 1—Election of Directors | |
| | |
Nominee | | | | |
| | Shares For | Shares Against | Shares Abstaining | Broker Non-Votes |
| | | | | |
| Selwyn Joffe | 16,707,773 | 238,367 | 8,703 | 806,493 |
| Scott J. Adelson | 9,917,832 | 7,027,562 | 9,449 | 806,493 |
| Rudolph J. Borneo | 16,593,907 | 354,488 | 6,448 | 806,493 |
| David Bryan | 15,019,371 | 1,926,023 | 9,449 | 806,493 |
| Joseph Ferguson | 16,829,247 | 116,347 | 9,249 | 806,493 |
| Philip Gay | 16,591,006 | 354,388 | 9,449 | 806,493 |
| Duane Miller | 16,826,540 | 118,854 | 9,449 | 806,493 |
| Jeffrey Mirvis | 16,811,856 | 133,538 | 9,449 | 806,493 |
| Timothy D. Vargo | 16,830,006 | 116,134 | 8,703 | 806,493 |
| Barbara L. Whittaker | 16,829,352 | 116,160 | 9,331 | 806,493 |
Proposal 2—Ratification of Ernst & Young LLP
| | Shares For | Shares Against | Shares Abstaining |
| | | | |
| | 17,605,236 | 145,148 | 10,952 |
Proposal 3—Approval of Our Third Amended and Restated 2010 Incentive Award Plan
| | Shares For | Shares Against | Shares Abstaining | Broker Non-Votes |
| | | | | |
| | 15,551,717 | 1,387,614 | 15,512 | 806,493 |
Proposal 4—Advisory Vote on the Compensation of Our Named Executive Officers
| | Shares For | Shares Against | Shares Abstaining | Broker Non-Votes |
| | | | | |
| | 16,539,054 | 399,675 | 16,114 | 806,493 |
Proposal 5—Advisory Vote on the Frequency of Future Advisory Votes on the Compensation of Our Named Executives
| | 1 Year | 2 Years | 3 Years | Abstain | Broker Non-Votes |
| | | | | | |
| | 14,552,096 | 20,282 | 2,371,193 | 11,272 | 806,493 |
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.
| | MOTORCAR PARTS OF AMERICA, INC. |
| | | |
| Date: December 21, 2017 | s/ Michael M. Umansky | |
| | Michael M. Umansky | |
| | Vice President and General Counsel | |
