SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): May 18, 2011
Dorman Products, Inc.
(Exact name of Registrant as Specified in Charter)
(State or Other Jurisdiction
3400 East Walnut Street, Colmar, Pennsylvania 18915
(Address of Principal Executive Offices)
Registrants telephone number, including area code: (215) 997-1800
(Former Name or Former Address, if Changed Since Last Report)
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))|
|Item 1.02||Termination of a Material Definitive Agreement.|
On May 18, 2011, the Board of Directors of Dorman Products, Inc. (the Company) terminated the Companys Employee Stock Purchase Plan dated October 1, 1992 (the Plan). The effective date of termination is December 31, 2011. Under the terms of the Plan, employees were entitled to purchase common stock of the Company at a price equal to 85% of the fair market value of the shares on the date of purchase. The Plan was intended to qualify as an employee stock purchase plan within the meaning of Section 423 of the Internal Revenue Code.
|Item 5.07||Submission of Matters to a Vote of Security Holders.|
The Annual Meeting of the Companys shareholders was held on May 18, 2011. During this Annual Meeting, shareholders were asked to consider and vote upon four proposals: (1) to elect five of the Companys five nominees as directors, each to serve for a term of one year to expire at the next annual meeting of shareholders and until his successor has been selected and qualified, (2) an advisory vote on executive compensation, (3) an advisory vote on the frequency of the advisory vote on executive compensation, and (4) an advisory vote to ratify KPMG LLP as the Companys independent registered public accounting firm for the 2011 fiscal year.
On the record date of March 25, 2011, there were 17,925,623 shares of the Companys common stock issued and outstanding and entitled to vote at the annual meeting. For each proposal, the results of the shareholder voting were as follows:
|1.||The following nominees were elected to serve as directors for a term of one year to expire at the next annual meeting of shareholders and until his successor has been selected and qualified based upon the following votes:|
Steven L. Berman
John F. Creamer, Jr.
Paul R. Lederer
Edgar W. Levin
Richard T. Riley
Broker Non-Votes for the election of directors totaled 1,680,944.
|2.||The executive compensation of the Companys executive officers, as described in the proxy statement, was approved on an advisory basis based upon the following votes:|
|Votes Against||Abstain||Broker Non-Vote|
|3.||The shareholders recommended a frequency vote on the advisory vote on executive compensation to be held every three years. The result of the advisory vote on the frequency of future advisory votes on executive compensation is based upon the following votes:|
|One Year||Two Years||Three Years||Abstain|
In line with the shareholders recommendation, the Companys Board has determined to hold the advisory vote on executive officer compensation every three years until the Company is required to hold another advisory vote on the frequency of the advisory vote on executive officer compensation, which will occur no later than our annual meeting in 2017.
|4.||KPMG LLP was ratified as the Companys independent public accounting firm for the 2011 fiscal year based upon the following votes:|
|Votes in Favor||Votes Against||Abstain|
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.
|DORMAN PRODUCTS, INC.|
|Date: May 19, 2010||By:|
|Name: Matthew Kohnke|
|Title: Chief Financial Officer|