ADVANCE AUTO PARTS, INC. (NYSE:AAP) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

ME Staff 8-k
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ADVANCE AUTO PARTS, INC. (NYSE:AAP) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.

At the 2017 Annual Meeting of Stockholders of Advance Auto Parts,
Inc. (Company) held May 17, 2017, the Companys stockholders
re-elected John F. Bergstrom, John C. Brouillard, Brad C. Buss,
Fiona P. Dias, John F. Ferraro, Thomas R. Greco, Adriana
Karaboutis, Eugene I. Lee, Jr., William S. Oglesby, Reuben E.
Slone and Jeffrey C. Smith to serve as members of the Companys
Board of Directors (Board) until the 2018 annual meeting of
stockholders.
Item 5.07. Submission of Matters to a Vote of Security Holders.
(a)
The 2017 Annual Meeting of Stockholders of the Company was
held on Wednesday, May 17, 2017. The following matters were
submitted to a vote by the stockholders: (1) election of
eleven directors to serve as members of the Board until the
2018 Annual Meeting of Stockholders, (2) non-binding advisory
vote to approve the compensation of the Companys named
executive officers, (3) non-binding advisory vote on the
frequency of the non-binding advisory stockholder vote on the
compensation of the Companys named executive officers, (4)
approval of the Advance Auto Parts, Inc. 2017 Amended and
Restated Executive Incentive Plan, (5) ratification of the
appointment of Deloitte and Touche LLP as the Companys
independent registered public accounting firm for 2017, and
(6) approval of a proposal to amend the Company’s
certificate of incorporation to reduce the threshold
ownership requirement from 25 percent to 10 percent for
stockholders to call a special meeting.
All nominees were elected to the Board of Directors with the
following vote counts:
FOR
WITHHELD
John F. Bergstrom
63,083,718
1,476,699
John C. Brouillard
64,172,372
388,045
Brad W. Buss
64,331,495
228,922
Fiona P. Dias
63,431,295
1,129,122
John F. Ferraro
64,211,379
349,038
Thomas R. Greco
64,366,061
194,356
Adriana Karaboutis
64,370,209
190,208
Eugene I. Lee, Jr.
63,390,794
1,169,623
William S. Oglesby
63,438,210
1,122,207
Reuben E. Slone
64,365,743
194,674
Jeffrey C. Smith
64,110,787
449,630
There were 2,715,200 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
ABSTENTIONS
BROKER
NON-VOTES
55,450,502
9,078,940
30,975
2,715,200
A one-year frequency for holding the non-binding advisory vote on
the compensation of named executive officers was the preferred
frequency, by the following non-binding advisory vote:
1 YEAR
2 YEARS
3 YEARS
ABSTENTIONS
BROKER
NON-VOTES
59,401,603
19,657
5,112,165
26,992
2,715,200
Stockholders approved the proposal to approve the Advance Auto
Parts, Inc. 2017 Amended and Restated Executive Incentive Plan.
The vote on the proposal was as follows:
FOR
AGAINST
ABSTENTIONS
BROKER NON-VOTES
63,130,119
630,816
799,482
2,715,200
Stockholders also ratified the appointment of Deloitte and Touche
LLP as the Companys independent registered public accounting firm
for 2017. The vote on the proposal was as follows:
FOR
AGAINST
ABSTENTIONS
66,873,725
372,889
29,003
The proposal to amend the Company’s certificate of incorporation
to reduce the threshold stock ownership requirement from 25
percent to 10 percent for stockholders to call a special meeting
was approved by the following vote:
FOR
AGAINST
ABSTENTIONS
BROKER NON-VOTES
64,468,539
61,836
30,042
2,715,200
>
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 23, 2017
/s/ Thomas B. Okray
()*
Thomas B. Okray
Executive Vice President and Chief Financial Officer
* Print name and title of the signing officer under his


About ADVANCE AUTO PARTS, INC. (NYSE:AAP)

Advance Auto Parts, Inc. provides automotive aftermarket parts in North America, serving do-it-for-me (commercial) and do-it-yourself (DIY), customers, as well as independently owned operators. The Company’s stores and branches offer a selection of brand name, original equipment manufacturer (OEM) and private label automotive replacement parts, accessories, batteries and maintenance items for domestic and imported cars, vans, sport utility vehicles and light and heavy duty trucks. The Company also offers other miscellaneous offerings, including e-services. The Company operates approximately 5,170 total stores and over 120 branches, which operate in the United States, Canada, Puerto Rico and the United States Virgin Islands under the names Advance Auto Parts, Autopart International (AI), Carquest and Worldpac. The Company serves its commercial customers and DIY customers through various channels ranging from traditional brick and mortar store locations to self-serving e-commerce sites.

ADVANCE AUTO PARTS, INC. (NYSE:AAP) Recent Trading Information

ADVANCE AUTO PARTS, INC. (NYSE:AAP) closed its last trading session down -6.71 at 140.66 with 1,921,481 shares trading hands.