Advance Auto Parts Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
$AAP
Auto & Home Supply Stores
Consumer Discretionary
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, 2025
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||
(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 class | Trading symbol | Name of each exchange on which registered | ||||||||||||
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:
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 2025 Annual Meeting of Stockholders of Advance Auto Parts, Inc. (the “Company”) was held on Wednesday, May 15, 2025. The following matters were submitted to a vote by the stockholders: (1) election of 9 nominees to serve as members of the Board of Directors until the 2026 Annual Meeting of Stockholders, (2) amendment of the 2023 Omnibus Incentive Compensation Plan to increase authorized shares by 2,170,000; (3) non-binding advisory vote to approve the compensation of the Company’s named executive officers, (4) ratification of the appointment of Deloitte and Touche LLP as the Company’s independent registered public accounting firm for 2025, and (5) vote on a shareholder proposal related to additional requirements for executives to retain significant stock.
Vote 1 - All nominees were elected to the Board of Directors with the following vote counts:
| FOR | AGAINST | ABSTAIN | ||||||||||||||||||
| Carla J. Bailo | 47,603,293 | 2,434,522 | 40,311 | |||||||||||||||||
| John F. Ferraro | 43,626,179 | 6,422,411 | 29,536 | |||||||||||||||||
| Joan M. Hilson | 49,597,446 | 439,764 | 40,916 | |||||||||||||||||
| Jeffrey J. Jones II | 45,251,670 | 4,779,028 | 47,428 | |||||||||||||||||
| Eugene I. Lee, Jr. | 43,605,903 | 6,443,197 | 29,026 | |||||||||||||||||
| Shane M. O’Kelly | 49,667,009 | 384,529 | 26,588 | |||||||||||||||||
| Thomas W. Seboldt | 47,610,768 | 2,436,570 | 30,788 | |||||||||||||||||
| Gregory L. Smith | 49,690,917 | 356,705 | 30,504 | |||||||||||||||||
| A. Brent Windom | 48,773,054 | 1,277,298 | 27,774 | |||||||||||||||||
There were 5,110,157 broker non-votes recorded for each nominee.
Vote 2 - The vote to amend the 2023 Omnibus Incentive Compensation Plan to increase authorized shares by 2,170,000 was as follows:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | ||||||||
| 48,592,973 | 1,449,179 | 35,974 | 5,110,157 | ||||||||
Vote 3 - The compensation of the named executive officers was approved by the following non-binding advisory vote:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | ||||||||
| 41,159,002 | 3,002,917 | 5,916,207 | 5,110,157 | ||||||||
Vote 4 - Stockholders ratified the appointment of Deloitte and Touche LLP as the Company’s independent registered public accounting firm for 2025. The vote on the proposal was as follows:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | ||||||||
| 53,943,920 | 1,211,970 | 32,393 | 0 | ||||||||
Vote 5 - A majority of the Company’s outstanding shares were cast against the shareholder proposal regarding additional requirements for executives to retain significant stock. The vote on the proposal was as follows:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | ||||||||
| 16,087,474 | 33,938,679 | 51,973 | 5,110,157 | ||||||||
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Exhibit Description | ||||
| 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) | ||||
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 19, 2025 | /s/ Ryan P. Grimsland | |||||||
| Ryan P. Grimsland | ||||||||
| Executive Vice President, Chief Financial Officer | ||||||||