U.S. AUTO PARTS NETWORK,INC. (NASDAQ:PRTS) Files An 8-K Submission of Matters to a Vote of Security Holders
Item5.07.Submission of Matters to a Vote of Security Holders
On May11, 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
May11, 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 April6, 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 ClassII 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 |
|
BrokerNon- 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 December30, 2017. The results of the vote were
as follows:
|
For |
Against |
Abstaining |
BrokerNon-Votes |
|||||||||
|
20,061,082 |
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 |
|||
|
15,438,316 |
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 |
6,353,126 |
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.
Item7.01. Regulation FD
Disclosure.
The Company will be speaking and meeting with certain analysts,
investors and others in one-on-one meetings regarding the
Company. The information to be disclosed during these meetings
is attached hereto as Exhibit99.1 and is incorporated herein by
reference.
The information contained in Item7.01 and in Item9.01 and in
Exhibit99.1 attached to this report is being furnished to the
Securities and Exchange Commission and shall not be deemed
filed for purposes of Section18 of the Securities Exchange Act
of 1934, as amended (the Exchange Act),
or otherwise subject to the liability of that Section, or
incorporated by reference in any filing under the Exchange Act
or the Securities Act of 1933, as amended, regardless of any
general incorporation language contained in such filing.
Item9.01. Financial Statements and Exhibits.
(d) Exhibits.
|
ExhibitNo. |
Description |
|
|
99.1 |
Presentation of U.S. Auto Parts Network,Inc. |
About U.S. AUTO PARTS NETWORK, INC. (NASDAQ:PRTS)
U.S. Auto Parts Network, Inc. is an online provider of 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. The Company operates through two segments: Base USAP, which is an auto parts business, and AutoMD, an online automotive repair source. The Company’s Websites provide customers with a range of stock keeping units (SKUs) with detailed product descriptions, attributes and photographs. The Company’s product database maps its SKUs to product applications based on vehicle makes, models and years. The Company primarily sells its products to individual consumers through its network of Websites and online marketplaces. The Company classifies its products into various categories, including collision parts serving the body repair segment, engine parts to serve the replacement/wear parts market, and performance parts and accessories. U.S. AUTO PARTS NETWORK, INC. (NASDAQ:PRTS) Recent Trading Information
U.S. AUTO PARTS NETWORK, INC. (NASDAQ:PRTS) closed its last trading session down -0.76 at 3.11 with 1,232,133 shares trading hands.
