ADVANCE AUTO PARTS, INC. (NYSE:AAP) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item 5.03 Amendments to Articles of Incorporation or Bylaws;
Changes in Fiscal Year.
Advance Auto Parts, Inc. (the Company) amended and restated the
Companys by-laws (the Restated By-Laws) to implement proxy
access. The Restated Bylaws became effective March 1, 2017.
set forth in Section 2.16 of the Restated By-Laws. These
provisions generally provide that a stockholder, or group of 20
or fewer stockholders, owning at least 3% of the outstanding
shares of the Company for at least three years may nominate
candidates to serve on the Board and have such candidates
included in the Companys annual meeting materials. The maximum
number of such proxy access nominees is the greater of (i) two or
(ii) 20% of the Board. This process is subject to additional
eligibility, procedural and disclosure requirements set forth in
the Restated By-Laws, including the requirement that notice of
such nominations must be delivered to the Company not later than
120 days nor earlier than 150 days prior to the first anniversary
of the date on which the Company mailed its proxy statement for
the preceding years annual meeting of stockholders.
in Sections 2.04 and 2.05 to account for proxy access.
hereto as Exhibits 3.2 and 3.3, respectively. The foregoing
description of the Restated By-Laws does not purport to be
complete and is qualified in its entirety by reference to the
full text of the Restated By-Laws, a clean copy of which is filed
hereto as Exhibit 3.2 and incorporated herein by reference.
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Exhibit Number
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3.2
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Amended and Restated By-Laws of Advance Auto Parts,
Inc., effective as of March 1, 2017. |
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3.3
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Marked copy of Amended and Restated By-Laws of Advance
Auto Parts, Inc., to indicate changes made effective as of March 1, 2017. |
registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
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ADVANCE AUTO PARTS, INC.
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(Registrant)
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Date: March 7, 2017
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/s/ Thomas B. Okray
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()*
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Thomas B. Okray
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Executive Vice President and Chief Financial Officer
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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 -2.26 at 151.99 with 1,102,226 shares trading hands.
