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As Of Filer Filing For·On·As Docs:Size 5/20/21 CarParts.com, Inc. 8-K:5,9 5/18/21 11:351K |
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM i 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) i May 18, 2021
i CARPARTS.COM, INC.
(Exact name of registrant as specified in its charter)
| | |
i Delaware | i 68-0623433 | |
(State
or other jurisdiction of | (Commission | (IRS Employer |
i 2050 W. 190th Street, i Suite 400, i Torrance, i CA i 90504
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code ( i 424) i 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:
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))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading symbol(s) | Name of each exchange on which registered |
i Common Stock, $0.001 par value per share | i PRTS | i The NASDAQ Stock Market LLC (NASDAQ Global Market) |
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. ☐
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As noted below, on May 18, 2021, the shareholders of CarParts.com, Inc. (the “Company”) approved the CarParts.com, Inc. 2021 Employee Stock Purchase Plan (the Plan).
The Plan is described in more detail in the Company's 2021 Proxy Statement, which was filed with the Securities and Exchange Commission on April 27, 2021. The Plan is intended to provide employees with an opportunity to purchase shares of the Company's common stock at a discount. Subject to adjustment as described in the Plan, the maximum number of shares that may be issued under the Plan is 250,000 shares.
The foregoing description and the summary contained in the Company's 2021 Proxy Statement do not purport to be complete and are qualified in their entirety by reference to the full text of the Plan, which is attached hereto as Exhibit 10.1.
Item 5.07. Submission of Matters to a Vote of Security Holders
On May 18, 2021, the Company held its 2021 Annual Meeting of Stockholders (the “Annual Meeting”). A total of 50,602,499 shares of the Company’s common stock were entitled to vote as of March 24, 2021, the record date for the Annual Meeting. There were 34,390,715 shares present in person or by proxy at the Annual Meeting, at which the Company’s stockholders were asked to vote on three proposals. The proposals are described in more detail in the Company’s definitive proxy statement dated April 27, 2021 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 2024 Annual Meeting of Stockholders and until their respective successors are elected and qualified. The results of the vote were as follows:
|
| For |
| Withheld |
| Broker Non-Votes |
Warren B. Phelps III |
| 20,821,280 | | 3,390,691 | | 10,178,744 |
Lev Peker |
| 24,008,966 | | 203,005 | | 10,178,744 |
Dr. Lisa Costa |
| 23,783,789 | | 428,182 | | 10,178,744 |
Proposal No. 2 – 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 the fiscal year ending January 1, 2022. The results of the vote were as follows:
For |
| Against |
| Abstaining |
| Broker Non-Votes |
34,184,637 | 65,616 | 140,462 | − |
Proposal No. 3 – Approval of the 2021 Employee Stock Purchase Plan
The stockholders voted to approve the CarParts.com, Inc. 2021 Employee Stock Purchase Plan. The results of the vote were as follows:
For |
| Against |
| Abstaining |
| Broker Non-Votes |
23,965,832 | 123,664 | 122,475 | 10,178,744 |
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 19, 2021 | CARPARTS.COM, INC. | |
| | |
| | |
| By: | /s/ David Meniane |
| Name: | |
| Title: | Chief Financial Officer and Chief Operating Officer |
This ‘8-K’ Filing | Date | Other Filings | ||
---|---|---|---|---|
1/1/22 | 10-K | |||
Filed as of: | 5/20/21 | 4 | ||
Filed on: | 5/19/21 | |||
For Period end: | 5/18/21 | 4, DEF 14A | ||
4/27/21 | DEF 14A | |||
3/24/21 | ||||
List all Filings |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/08/23 CarParts.com, Inc. 10-K 12/31/22 70:8.5M 3/02/22 CarParts.com, Inc. 10-K 1/01/22 69:9.2M 1/20/22 CarParts.com, Inc. S-8 1/20/22 3:79K Broadridge Fin’l So… Inc 12/21/21 CarParts.com, Inc. 424B5 1:609K Broadridge Fin’l So… Inc 11/22/21 CarParts.com, Inc. S-8 11/22/21 4:121K Broadridge Fin’l So… Inc 8/06/21 CarParts.com, Inc. 10-Q 7/03/21 42:4M 6/30/21 CarParts.com, Inc. S-8 6/30/21 3:73K Broadridge Fin’l So… Inc |