Advance Auto Parts 8K Submission of Matters to a Vote of Security Holders

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 15, 2020

ADVANCE AUTO PARTS, INC.

(Exact name of registrant as specified in its charter)


Delaware	001-16797	54-2049910
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

2635 East Millbrook Road, Raleigh, North Carolina 27604

(Address of principal executive offices) (Zip Code)

(540) 362-4911

(Registrant's telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Securities Registered Pursuant to Section 12(b) of the Act:

Title of each class

Trading symbol

Name of each exchange on which registered

Common Stock, $0.0001 par value

AAP

New York Stock Exchange

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

INFORMATION TO BE INCLUDED IN THE REPORT

Item 5.07. Submission of Matters to a Vote of Security Holders.

The 2020 Annual Meeting of Stockholders of Advance Auto Parts, Inc. (the “Company”) was held on Friday, May 15, 2020. The following matters were submitted to a vote by the stockholders: (1) election of nine nominees to serve as members of the Board of Directors until the 2021 Annual Meeting of Stockholders, (2) non-binding advisory vote to approve the compensation of the Company’s named executive officers, (3) ratification of the appointment of Deloitte and Touche LLP as the Company’s independent registered public accounting firm for 2020, and (4) non-binding advisory vote to approve the stockholder proposal regarding the ability of stockholders to act by written consent.

All nominees were elected to the Board of Directors with the following vote counts:


	FOR	AGAINST	ABSTAIN
John F. Bergstrom	58,368,229	1,520,455	38,413
Brad W. Buss	59,323,769	564,557	38,771
John F. Ferraro	56,512,357	3,376,167	38,573
Thomas R. Greco	59,395,924	489,744	41,429
Jeffrey J. Jones II	58,507,001	1,380,776	39,320
Eugene I. Lee, Jr.	58,774,433	1,113,168	39,496
Sharon L. McCollam	57,193,772	2,697,442	35,883
Douglas A. Pertz	59,301,210	586,819	39,068
Nigel Travis	58,359,091	1,529,225	38,781

There were 3,119,429 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	ABSTAIN	BROKER NON-VOTES
58,842,516	1,035,516	49,065	3,119,429

Stockholders ratified the appointment of Deloitte and Touche LLP as the Company’s independent registered public accounting firm for 2020. The vote on the proposal was as follows:


FOR	AGAINST	ABSTAIN
62,303,618	703,639	39,269

A majority of the Company’s outstanding shares (83.25% of shares voted) were cast against the non-binding advisory stockholder proposal regarding the ability of stockholders to act by written consent. The vote on the proposal was as follows:


FOR	AGAINST	ABSTAIN	BROKER NON-VOTES
9,940,756	49,888,770	97,571	3,119,429

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.


Exhibit Number

101.1			Pursuant to Rule 406 of Regulation S-T, the cover page to this Current Report on Form 8-K is formatted in Inline XBRL.
104.1			Cover Page Interactive Data File (embedded within the Inline XBRL document included in Exhibit 101.1).

SIGNATURES

Pursuant 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 21, 2020						/s/ Jeffrey W. Shepherd
						Jeffrey W. Shepherd
						Executive Vice President, Chief Financial Officer

Advance Auto Parts (AAP) 8-KSubmission of Matters to a Vote of Security Holders