U.S. AUTO PARTS NETWORK, INC. (NASDAQ:PRTS) Files An 8-K Submission of Matters to a Vote of Security Holders

0

U.S. AUTO PARTS NETWORK, INC. (NASDAQ:PRTS) Files An 8-K Submission of Matters to a Vote of Security Holders

Item 5.07 of the Companys Current Report on Form 8-K filed with
the Securities and Exchange Commission on May 15, 2017 (the
Original Report). The complete text of Item 5.07 of the Original
Report, as amended hereby, is set forth below.

Item 5.07. Submission of Matters to a Vote of Security Holders
On May 11, 2017, U.S. Auto Parts Network, Inc. (the Company) held
its 2017 Annual Meeting of Stockholders (the Annual Meeting). A
total of 38,427,368 shares of the Companys common stock and
series A convertible preferred stock were entitled to vote as of
May 11, 2017, the record date for the Annual Meeting. There were
28,446,045 shares present in person or by proxy at the Annual
Meeting, at which the Companys stockholders were asked to vote on
four proposals. The proposals are described in more detail in the
Companys definitive proxy statement dated April 6, 2017 for the
Annual Meeting. Set forth below are the matters acted upon by the
Companys 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 II directors to serve a
three-year term, until the Companys 2020 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
Joshua L. Berman
20,630,137
3,342,220
4,473,688
Sol Khazani
22,927,525
1,044,832
4,473,688
Robert J. Majteles
20,631,418
3,340,939
4,473,688
Proposal No. 2 – Ratification of the Selection of Independent
Auditors
The stockholders voted to ratify the selection of RSM LLP as the
Companys independent registered public accounting firm for the
fiscal year ending December 30, 2017. The results of the vote
were as follows:
For
Against
Abstaining
Broker Non-Votes
28,410,261
29,484
6,300
Proposal No. 3 – Advisory Resolution Regarding the Compensation
of the Companys Named Executive Officers
The advisory (non-binding) vote regarding the compensation of the
Companys named executive officers was approved. The results of
the advisory (non-binding) vote were as follows:
For
Against
Abstaining
Broker Non-Votes
23,787,496
107,667
77,195
4,473,688
Proposal No. 4 – Advisory Vote on the Frequency of the Future
Advisory Votes Regarding the Compensation of the Companys Named
Executive Officers
The advisory (non-binding) vote on the frequency of the advisory
vote regarding the compensation of the Companys named executive
officers was approved. The results of the advisory (non-binding)
vote were as follows:
1 Year
2 Years
3 Years
Abstaining
9,166,022
31,030
14,702,305
73,000
Board Decision on Frequency of Say-on-Pay
Based on these results, and consistent with the recommendation of
our Board of Directors, the Company will conduct future advisory
(non-binding) votes regarding the compensation of the Companys
named executive officers every three years.


About U.S. AUTO PARTS NETWORK, INC. (NASDAQ:PRTS)

U.S. Auto Parts Network, Inc. is an online source for automotive aftermarket parts and repair information. The Company is an online provider of aftermarket auto parts, including collision parts, engine parts, and performance parts and accessories. Its Websites provide a range of stock keeping units (SKUs) with detailed product descriptions and photographs. The Company operates through two segments: Base USAP, which is the core auto parts business, and AutoMD, an online automotive repair source. The Company offers a range of aftermarket auto parts. The Company classifies its products into three categories: collision parts serving the collision repair segment, engine parts to serve the replacement/wear parts market, and performance parts and accessories. The Company sells its products through its network of Websites and online marketplaces, including www.autopartswarehouse.com, www.carparts.com, www.jcwhitney.com and www.AutoMD.com.