UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
Proxy
Statement Pursuant to Section 14(a) of the Securities
Exchange
Act of 1934 (Amendment
No. )
Filed
by the Registrant x
Filed
by a Party other than the Registrant o
Check
the appropriate box:
| o | Preliminary Proxy Statement |
| o | Cofidential, for Use of the Commission Only
(as
permitted by Rule
14a-6(5)(2))
|
| o | Definitive Proxy Statement |
| x | Definitive Additional Materials |
| o | Soliciting Material Pursuant to §240.14a-12 |
ADVANCE
AUTO PARTS, INC.
(Name
of Registrant as Specified in its Charter)
(Name
of Person(s) Filing Proxy Statement, if
other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| x | No fee required. | |
| o | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. | |
| (1) | Title of each class of securities to which transaction applies: | |
| (2) | Aggregate number of securities to which transaction applies: | |
| (3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): | |
| (4) | Proposed maximum aggregate value of transaction: | |
| (5) | Total fee paid: | |
| o | Fee paid previously with preliminary materials. | |
| o | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration number, or the Form or Schedule and the date of its filing. | |
| (1) | Amount Previously Paid: | |
| (2) | Form, Schedule or Registration Statement No.: | |
| (3) | Filing Party: | |
| (4) | Date Filed: | |
Explanatory
Note
In
connection with Proposal No. 3, Approval of an Amendment to the Company’s 2004
Long-Term Incentive Plan, contained in the 2007 proxy statement of Advance
Auto
Parts, Inc. (the “Company”), on May 9, 2007, the Company filed a Form 8-K and
issued a press release which are filed herewith.
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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 9, 2007
ADVANCE
AUTO PARTS, INC.
(Exact
name of registrant as specified in its charter)
|
Delaware
|
001-16797
|
54-2049910
|
|
(State
or other jurisdiction of
|
(Commission
File Number)
|
(I.R.S.
Employer
|
|
incorporation
or organization)
|
|
Identification
No.)
|
|
5673
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):
o
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o
Pre-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 of Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Subsequent
to filing the proxy statement in conjunction with its 2007 annual
meeting of
stockholders, Advance Auto Parts, Inc. (the “Company”) received comments
from a third party shareholder services company regarding the request
that
stockholders approve an amendment to the Company’s 2004 Long Term Incentive Plan
(the “Plan”). The Company’s proposal includes a request for stockholders to
authorize an additional five million shares for issuance in connection
with
awards made to eligible participants of the Plan. The shareholder
services
company has indicated that the total shareholder value transfer
will exceed the
level it considers to be appropriate for the Company when the requested
five
million shares are included in the calculation.
The
Company believes that reducing the number of shares reserved for
grant under the
Plan will cause the shareholder value transfer calculation to meet
the 10
percent limit recommended by the shareholder services company.
Because the
Company continues to believe that approval of the Plan amendment
is important to
the Company’s compensation strategy, effective May 9, 2007, the Company’s Board
of Directors has adopted a resolution whereby, subject to approval
of the
proposed plan amendment by the Company’s stockholders, the Company will increase
the authorized reserve of shares available for issuance of awards
under the Plan
by only three million shares, rather than five million shares.
The Company will
seek shareholder approval before further increasing the number
of shares
available for issuance of awards under the Plan.
Item 9.01 Financial Statements and Exhibits.
|
(c)
|
Exhibits.
|
|
|
Exhibit
|
||
|
Number
|
||
|
99.1
|
Press release, dated May 9, 2007, issued by Advance Auto Parts, Inc. |
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 9, 2007 | /s/ Michael O. Moore | |
|
|
(Signature)* |
|
| Michael O. Moore | ||
| Executive Vice President, Chief Financial Officer | ||
* Print name and title of the signing officer under his signature.
EXHIBIT
INDEX
|
Exhibit
Number
|
Exhibit Description |
| 99.1 | Press release, dated May 9, 2007, issued by Advance Auto Parts, Inc. |
Exhibit
99.1
| Contact: | ||
| Shelly Whitaker, APR | ||
| shelly.whitaker | ||
| @advanceautoparts.com | ||
|
Direct
|
540-561-8452 | |
| Fax | 540-561-6445 | |
Advance
Auto Parts Amends Long-Term Incentive Plan
ROANOKE,
Va., May 9, 2007 - Advance
Auto Parts, Inc. (NYSE: AAP), (the “Company”) a leading retailer of automotive
aftermarket parts, batteries, accessories and maintenance items, announced
that
with regard to the Company’s proposal in its 2007 proxy statement to amend the
Company’s Long-Term Incentive Plan (the “Plan”), on May 9, 2007, the Board of
Directors adopted a resolution whereby the Company will increase the
authorized
reserve of shares available for issuance of awards under the Plan by
three
million shares, rather than five million shares previously indicated,
following
shareholder approval. The Company will seek shareholder approval for
any further
increases in the number of shares available for issuance of awards
under the
Plan as needed in the future to maintain a competitive level of long-term
incentives.
About
Advance Auto Parts
Headquartered
in Roanoke, Va., Advance Auto Parts is the second-largest retailer
of automotive
aftermarket parts, accessories, batteries, and maintenance items in
the United
States, based on store count and sales. As of December 30, 2006, the
Company
operated 3,082 stores in 40 states, Puerto Rico, and the Virgin Islands.
The
Company serves both the do-it-yourself and professional installer markets.
Certain
statements contained in this release are forward-looking statements,
as that
statement is used in the Private Securities Litigation Reform Act of
1995.
Forward-looking statements address future events or developments, and
typically
use words such as believe, anticipate, expect, intend, plan, forecast,
outlook
or estimate. These forward-looking statements are subject to risks,
uncertainties and assumptions including, but not limited to, competitive
pressures, demand for the Company's products, the market for auto parts,
the
economy in general, inflation, consumer debt levels, the weather, acts
of
terrorism, availability of suitable real estate, dependence on foreign
suppliers
and other factors disclosed in the Company's 10-K for the fiscal year
ended
December 30, 2006, on file with the Securities and Exchange Commission.
Actual
results may differ materially from anticipated results described in
these
forward-looking statements. The Company intends these forward-looking
statements
to speak only as of the time of this news release and does not undertake
to
update or revise them, as more information becomes available.
###