8K_5_20_2014


 

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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 14, 2014
 
 
 
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 2014 Annual Meeting of Stockholders of Advance Auto Parts, Inc. (“Company”) held May 14, 2014, the Company's stockholders re-elected John F. Bergstrom, John C. Brouillard, Fiona P. Dias, Darren R. Jackson, William S. Oglesby, J. Paul Raines, Gilbert T. Ray, Carlos A. Saladrigas, O. Temple Sloan, III and Jimmie L. Wade to serve as members of the Company's Board of Directors (“Board”) until the 2015 annual meeting of stockholders.

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

(a)
The 2014 Annual Meeting of Stockholders of the Company was held on Wednesday, May 14, 2014. 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 2015 Annual Meeting of Stockholders, (2) non-binding advisory vote to approve the compensation of the Company's named executive officers, (3) approval of the Company's 2014 Long-Term Incentive Plan, (4) ratification of the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for 2014, and (5) a non-binding advisory vote on a 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
 
WITHHELD

John F. Bergstrom
 
61,497,282

 
953,841

John C. Brouillard
 
62,222,498

 
228,625

Fiona P. Dias
 
62,181,107

 
270,016

Darren R. Jackson
 
61,874,738

 
576,385

William S. Oglesby
 
61,596,654

 
854,469

J. Paul Raines
 
62,069,651

 
381,472

Gilbert T. Ray
 
62,073,941

 
377,182

Carlos A. Saladrigas
 
62,198,432

 
252,691

O. Temple Sloan, III
 
61,838,281

 
612,842

Jimmie L. Wade
 
61,839,029

 
612,094


There were 4,418,426 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
61,119,651

1,256,486

74,986

4,418,426

                            
The Company's 2014 Long-Term Incentive Plan was approved by the following vote:
FOR
AGAINST
ABSTENTIONS
BROKER
NON-VOTES
59,304,217

3,085,937

60,969

4,418,426






Stockholders ratified the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for 2014. The vote on the proposal was as follows:
FOR
AGAINST
ABSTENTIONS
66,310,363

512,140

47,046



A majority of the 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
ABSTENTIONS
BROKER
NON-VOTES
29,237,313

33,143,268

70,542

4,418,426









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 20, 2014
 
/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.