8K_5_15_2012


 

SEC 873 (03/2003) Potential persons who are to respond to the collection of information contained in this form are not
required to respond unless the form displays a currently valid OMB control number.
 
OMB APPROVAL
 
OMB Number:       3235-0060 
Expires:     March 31, 2014 
Estimated average burden
hours per response..............5.0 
 
 
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, 2012
 
 
 
ADVANCE AUTO PARTS, INC.
(Exact name of registrant as specified in its charter)
 
Delaware
001-16797
54-2049910
(State or other jurisdiction of incorporation or organization)
(Commission File Number)
(I.R.S. Employer Identification No.)
 
5008 Airport Road, Roanoke, Virginia
24012
(Address of Principal Executive Offices)
(Zip Code)
 
Registrant's telephone number, including area code (540) 362-4911
 
Not Applicable
(Former name, former address and former fiscal year, 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 (see General Instruction A.2. below):




 
oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 





INFORMATION TO BE INCLUDED IN THE REPORT

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

At the 2012 annual meeting of stockholders of Advance Auto Parts, Inc. (“Company”) held May 15, 2012, the Company's stockholders re-elected John F. Bergstrom, John C. Brouillard, Fiona P. Dias, Frances X. Frei, Darren R. Jackson, William S. Oglesby, J. Paul Raines, Gilbert T. Ray, Carlos A. Saladrigas and Jimmie L. Wade to serve as members of the Company's Board of Directors (“Board”) until the 2013 annual meeting of stockholders.


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

(a)
The 2012 Annual Meeting of Stockholders of the Company was held on Tuesday, May 15, 2012. The following matters were submitted to a vote by the stockholders: (1) election of ten directors to serve as members of the Board until the 2013 Annual Meeting of Stockholders, (2) non-binding advisory vote to approve the compensation of the Company's named executive officers, (3) re-approval of performance objectives contained in the Company's 2007 Executive Incentive Plan, (4) re-approval of performance objectives contained in the Company's 2004 Long-Term Incentive Plan, (5) approval of the Company's Amended and Restated 2002 Employee Stock Purchase Plan, (6) ratification of the appointment of Deloitte and Touche LLP as the Company's independent registered public accounting firm for 2012, and (7) non-binding advisory vote on a stockholder proposal regarding stockholder voting requirements.

(b)
All nominees were elected to the Board of Directors with the following vote counts:
 
 
FOR
 
WITHHELD

John F. Bergstrom
 
60,266,406

 
2,209,470

John C. Brouillard
 
62,364,569

 
111,307

Fiona P. Dias
 
61,355,271

 
1,120,605

Frances X. Frei
 
61,339,476

 
1,136,400

Daren R. Jackson
 
62,433,628

 
42,248

William S. Oglesby
 
62,449,640

 
26,236

J. Paul Raines
 
61,339,582

 
1,136,294

Gilbert T. Ray
 
61,950,196

 
525,680

Carlos A. Saladrigas
 
62,042,396

 
433,480

Jimmie L. Wade
 
62,434,734

 
41,142


There were 4,341,906 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
ABSTENTIONS
BROKER
NON-VOTES
60,838,562
1,585,524
51,790
4,341,906
                            
The re-approval of performance objectives contained in the Company's 2007 Executive Incentive Plan was approved by the following vote:
FOR
AGAINST
ABSTENTIONS
BROKER
NON-VOTES
61,420,875
1,003,485
51,516
4,341,906





The re-approval of performance objectives contained in the Company's 2004 Long-Term Incentive Plan was approved by the following vote:
FOR
AGAINST
ABSTENTIONS
BROKER
NON-VOTES
58,446,502
3,977,496
51,878
4,341,906

The approval of the Company's Amended and Restated 2002 Employee Stock Purchase Plan was approved by the following vote:
FOR
AGAINST
ABSTENTIONS
BROKER
NON-VOTES
60,226,724
2,206,717
42,435
4,341,906


Stockholders ratified the appointment of Deloitte and Touche LLP as the Company's independent registered public accounting firm for 2012. The vote on the proposal was as follows:

FOR
AGAINST
ABSTENTIONS
66,546,379
243,786
27,617

The advisory stockholder proposal regarding stockholder voting requirements was approved by the following non-binding advisory vote:
FOR
AGAINST
ABSTENTIONS
BROKER
NON-VOTES
42,879,290
19,558,618
37,968
4,341,906
                            





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 18, 2012
 
/s/ Michael A. Norona
 
 
(Signature)*
 
 
Michael A. Norona
 
 
Executive Vice President and Chief Financial Officer
* Print name and title of the signing officer under his signature.