Dorman Products, Inc. (NASDAQ:DORM) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item5.03
|
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On May16, 2017, the shareholders of Dorman Products, Inc. (the
Company) approved certain amendments to the Companys Amended and
Restated Articles of Incorporation and Amended and Restated
By-laws to implement a majority voting standard for uncontested
director elections, eliminate cumulative voting and increase the
maximum number of directors to nine members (collectively, the
2017 Annual Meeting Amendments). The Companys Proxy Statement for
the 2017 Annual Meeting of Shareholders (the Proxy Statement),
which was previously filed with the Securities and Exchange
Commission on April3, 2017, described the 2017 Annual Meeting
Amendments.
At the meeting of the Companys Board on May16, 2017, following
the 2017 Annual Meeting of Shareholders, the Board approved an
additional amendment to the Companys Amended and Restated By-laws
(Additional By-law Amendment).The Additional By-law Amendment
provides a new requirement for shareholders wishing to nominate a
person for election to the Companys Board at a meeting of the
Companys shareholders to the advance notice requirements set
forth in the Companys Amended and Restated By-laws. Specifically,
the new requirement in Article II, Section 2-10(a)(ii)provides that the
shareholders notice would need to contain a statement as to
whether the nominee, if elected, intends to comply with all
applicable corporate governance and other policies and guidelines
of the Company applicable to directors and in effect during such
persons term in office as a director, including, without
limitation, the director resignation provisions set forth in the
Companys Corporate Governance Guidelines. The Additional By-law
Amendment became effective on May16, 2017.
The foregoing
description of the amendments to the Companys Amended and
Restated Articles of Incorporation and Amended and Restated
By-laws is qualified in all respects by reference to the text of
the Amended and Restated Articles of Incorporation, as amended,
and the Amended and Restated By-laws, as amended, copies of which
are filed as Exhibits 3.1 and 3.2, respectively, to this Current
Report on Form 8-K
and incorporated herein by reference.
| Item5.07 |
Submission of Matters to a Vote of Security Holders. |
The Companys 2017 Annual
Meeting of Shareholders (Annual Meeting) was held on May16, 2017.
During the Annual Meeting, shareholders were asked to consider
and vote upon eight proposals: (1)to elect six directors, each to
serve for a term of one year to expire at the next annual meeting
of shareholders and until his successor has been elected and
qualified or until his earlier death, resignation or removal;
(2)to approve, on an advisory basis, the compensation of the
Companys named executive officers; (3)to approve, on an advisory
basis, the frequency of the advisory vote on executive
compensation; (4)to approve amendments to the Companys Amended
and Restated Articles of Incorporation and Amended and Restated
By-laws to implement a majority voting standard for uncontested
director elections (which Proposal 4 was contingent upon
shareholder approval of Proposal 5); (5) to approve an amendment
to the Companys Amended and Restated Articles of Incorporation to
eliminate cumulative voting in director elections; (6)to approve
an amendment to the Companys Amended and Restated By-laws to
increase the maximum number of directors to nine members; (7)to
approve the Dorman Products, Inc. Employee Stock Purchase Plan;
and (8)to ratify KPMG LLP as the Companys independent registered
public accounting firm for the 2017 fiscal year.
On the record date of March17,
2017, there were 34,555,268 shares of the Companys common stock
issued and outstanding and entitled to vote at the Annual
Meeting. For each proposal, the results of the shareholder voting
were as follows:
| 1. |
The following nominees were each elected to serve as director for a term of one year to expire at the next annual meeting of shareholders and until his successor has been elected and qualified or until his earlier death, resignation or removal based upon the following votes: |
|
Name |
For | WithholdAuthority | ||||||
|
Steven L. Berman |
26,001,908 | 1,147,850 | ||||||
|
Mathias J. Barton |
26,561,399 | 588,359 | ||||||
|
John J. Gavin |
26,560,502 | 589,256 | ||||||
|
Paul R. Lederer |
26,181,541 | 968,217 | ||||||
|
Richard T. Riley |
26,260,796 | 888,962 | ||||||
|
G. Michael Stakias |
25,709,670 | 1,440,088 |
Broker Non-Votes for the
election of directors totaled 1,817,499
| 2. |
The compensation of the Companys named executive officers, as described in the proxy statement, was approved on an advisory basis based upon the following votes: |
|
Votes in Favor |
Votes Against |
Abstain |
Broker Non-Votes |
|||
|
26,360,234 |
523,611 | 265,913 | 1,817,499 |
| 3. |
The proposal on the frequency of future advisory votes on executive compensation received the following votes: |
|
One Year |
Two Years |
Three Years |
Abstain |
Broker Non-Votes |
||||
|
23,830,056 |
22,955 | 3,035,896 | 260,851 | 1,817,499 |
A majority of the votes cast
by shareholders voted, on an advisory basis, in favor of holding
future advisory votes on executive compensation on an annual
basis. Consistent with these results, the Companys Board has
determined to hold the advisory vote on executive compensation
every year until the Company is required to hold another advisory
vote on the frequency of the advisory vote on executive
compensation, which will occur no later than the Companys annual
meeting in 2023.
| 4. |
Amendments to the Companys Amended and Restated Articles of Incorporation and Amended and Restated By-laws to implement a majority voting standard for uncontested director elections were adopted based upon the following votes (and the approval of Proposal 5): |
|
Votes in Favor |
Votes Against |
Abstain |
Broker Non-Votes |
|||
|
26,857,379 |
31,658 | 260,721 | 1,817,499 |
| 5. |
An amendment to the Companys Amended and Restated Articles of Incorporation to eliminate cumulative voting in director elections was adopted based upon the following votes: |
|
Votes in Favor |
Votes Against |
Abstain |
Broker Non-Votes |
|||
|
21,868,512 |
5,015,119 |
266,127 |
1,817,499 |
| 6. |
An amendment to the Companys Amended and Restated By-laws to increase the maximum number of directors to nine members was adopted based upon the following votes: |
|
Votes in Favor |
Votes Against |
Abstain |
Broker Non-Votes |
|||
|
26,859,604 |
25,284 | 264,870 | 1,817,499 |
| 7. |
The Dorman Products, Inc. Employee Stock Purchase Plan was approved based upon the following votes: |
|
Votes in Favor |
Votes Against |
Abstain |
Broker Non-Votes |
|||
|
26,851,103 |
42,325 | 256,330 | 1,817,499 |
| 8. |
KPMG LLP was ratified as the Companys independent registered public accounting firm for the 2017 fiscal year based upon the following votes: |
|
Votes in Favor |
Votes Against |
Abstain |
||
|
28,376,851 |
315,459 | 274,947 |
| Item9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
|
Exhibit Number |
Description |
|
| 3.1 |
Dorman Products, Inc. Amended and Restated Articles of Incorporation, as amended |
|
| 3.2 |
Dorman Products, Inc. Amended and Restated By-laws, as amended |
About Dorman Products, Inc. (NASDAQ:DORM)
Dorman Products, Inc. (Dorman) is a supplier of replacement parts and fasteners for passenger cars, light trucks, and heavy duty trucks in the automotive aftermarket. The Company distributes and markets approximately 150,000 various stock keeping units (SKU’s) of automotive replacement parts and fasteners. The Company groups its products into approximately four classes, such as power-train, including intake and exhaust manifolds, and harmonic balancers; automotive body, including window lift motors and window regulators; chassis, including suspension arms and knuckles, and hardware, including threaded bolts. Dorman parts are marketed under the OE Solutions, HELP!, TECHoice, AutoGrade, Conduct-Tite, FirstStop and HD Solutions brand names. A majority of the Company’s products are sold under brands that it owns. Dorman Products, Inc. (NASDAQ:DORM) Recent Trading Information
Dorman Products, Inc. (NASDAQ:DORM) closed its last trading session up +0.46 at 82.00 with 117,899 shares trading hands.
