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

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

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

On March 1, 2017, Advance Auto Parts, Inc. (Company) announced
that its Board of Directors (Board) has appointed Jeffrey W.
Shepherd to become the Company’s Controller and Chief Accounting
Officer (Principal Accounting Officer), effective March 1, 2017.
Prior to joining the Company, Mr. Shepherd, 44, was employed by
General Motors Company from September 2010 to February 2017 in
various accounting and finance roles, including Controller –
General Motors Europe from July 2015 to February 2017, Director –
Consolidation and SEC Reporting from June 2013 to July 2015 and
Director – Analysis and Reporting from September 2010 to June
2013. Prior to joining General Motors, Mr. Shepherd worked for
Ernst Young, a public accounting firm, from October 1994 to July
2008. Mr. Shepherd is a certified public accountant.
Employment Agreement
In connection with his appointment, Mr. Shepherd and the Company
have agreed to a compensation arrangement, which has been
approved by the Compensation Committee of the Board (Committee).
to the compensation arrangement, Mr. Shepherds annual base salary
is $400,000, and he is eligible to participate in the Company’s
annual incentive bonus plan with a bonus target of 75 percent of
base salary (Target Bonus Amount) and a maximum bonus opportunity
of 200 percent of the Target Bonus Amount, based on the Companys
performance as measured against the same bonus criteria applied
to other senior executives of the Company.
Mr. Shepherd is eligible to receive annual equity grants under
the Company’s 2014 Long-Term Incentive Plan (the 2014 LTIP)
consistent with the Companys compensation program for other
executives of the Company. The grant-date fair value of Mr.
Shepherds annual equity grant for the 2017-2019 performance cycle
will be $350,000, with a grant-type mix determined by the
Committee and will be granted at the same time that annual grants
for the same cycle are made to other executives. In addition, as
soon as practicable following his appointment, Mr. Shepherd will
receive a one-time grant of time-based restricted stock units
with a grant-date fair value of $750,000, which will vest in
three equal increments on the first, second and third
anniversaries of the grant date. Mr. Shepherd will be entitled to
receive relocation benefits consistent with Company policy,
subject to adjustment as may be approved by the Committee.
In addition, Mr. Shepherd and the Company expect to enter into an
employment agreement effective March 1, 2017, which provides for
an initial one year employment term. After the initial one-year
term, Mr. Shepherds agreement is extended each day for an
additional day until the Company provides at least 90 days notice
of its intention not to extend the agreement.
Upon termination of employment by the Company without Cause (not
in connection with a change in control) or upon termination of
employment by the Company without Cause within 12 months after a
change in control, Mr. Shepherd would be entitled to:
Severance equal to one times the sum of (a) his base salary
and (b) an amount equal to the pro rata portion of any
annual bonus that would have been payable to him, provided
that the criteria for such bonus other than his continued
employment have been satisfied;
Continued medical, dental and vision benefits for 52 weeks
post-termination at the same cost as active employees;
Outplacement assistance, at a cost to the Company not to
exceed $12,000, for a period of up to 12 months; and
Equity awards treated as set forth in the 2014 LTIP and the
applicable award agreements.
Any severance benefits paid would be subject to Mr. Shepherds
execution (without revocation) of a general release of claims
against the Company.
to the terms of his employment agreement, Mr. Shepherd is subject
to certain restrictive covenants, including the following, among
others: non-disclosure of confidential information;
non-disparagement; non-solicitation of customers, suppliers,
employees, agents or independent contractors, which runs for one
year following his termination of employment; and
non-competition, which runs for one year following his
termination of employment.
The foregoing summary description of the material terms of Mr.
Shepherds employment agreement does not purport to be complete
and is qualified in its entirety by the actual terms of the
employment agreement, a copy of which will be filed as an exhibit
to the Companys Quarterly Report on Form 10-Q for the first
quarter of fiscal year 2017.
A press release announcing the appointment of Mr. Shepherd was
issued by the Company on March 1, 2017 and is incorporated herein
by reference.
Item 9.01 Financial Statements and Exhibits.>
(d) Exhibits.
Exhibit Number
Press Release, dated March 1, 2017, issued by Advance
Auto Parts, Inc.
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.
Date: March 1, 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


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 up +0.25 at 156.90 with 1,087,279 shares trading hands.

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