i2635 East Millbrook Road, iRaleigh,
iNorth Carolinai27604
(Address of principal executive offices) (Zip Code)
(i540)
i362-4911
(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
iCommon Stock, $0.0001 par value
iAAP
iNew
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:
i☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
i☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
i☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
i☐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 i☐
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
59,395,924
489,744
41,429
Jeffrey J. Jones II
58,507,001
1,380,776
39,320
Eugene I. Lee, Jr.
58,774,433
1,113,168
39,496
Sharon
L. McCollam
57,193,772
2,697,442
35,883
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:
FOR
AGAINST
ABSTAIN
BROKER NON-VOTES
58,842,516
1,035,516
49,065
3,119,429
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:
FOR
AGAINST
ABSTAIN
62,303,618
703,639
39,269
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:
FOR
AGAINST
ABSTAIN
BROKER NON-VOTES
9,940,756
49,888,770
97,571
3,119,429
Item
9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number
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.