On
May 7, 2007, Advance Auto Parts, Inc. (the “Company”) issued a press
release that reaffirmed its earlier guidance for comparable-store
sales and
earnings per diluted share for its fiscal first quarter, which
was the 16-week
period ended April 21, 2007. The press release is attached as Exhibit 99.1.
Item
3.01 Notice of Delisting or Failure to Satisfy a Continued Listing
Rule or
Standard; Transfer of Listing
On
May 7,
2007, the Company announced that John C. Brouillard had been appointed
as the
Company’s interim Chairman, President and Chief Executive Officer as more
fully
described in Item 5.02 below. As a result, Mr. Brouillard was required
to
relinquish his roles as the Lead Director of the Company’s Board of Directors,
who presided over meetings of the Board’s non-management and independent
directors, and as a member of the Board’s Audit Committee. The Company’s Board
of Directors recognized the need and intended to fill these positions
prior to
the next scheduled meetings of the non-management or independent
directors and
Audit Committee, respectively, in order to remain compliant with
certain New
York Stock Exchange (“NYSE”) listing requirements. On May 9, 2007, the Company
received notice from the NYSE that the Company was deficient in meeting the
requirements of NYSE Listed Company Manual Section 303A.03, which
requires that
a non-management director preside at all meetings of non-management
directors,
and Section 303A.07(a), which requires each listed Company to have
an audit
committee with a minimum of three members. The NYSE notice advised
that the
Company had until May 16, 2007, to cure these deficiencies before
being deemed
noncompliant.
Effective
May 10, 2007, the Board, acting by unanimous written consent, approved
the
appointment of William S. Salter, an independent director, to serve
as the
presiding director for meetings of the non-management and independent
directors.
The Board also appointed Nicholas J. LaHowchic, an independent
director of the
Board who meets the independence, experience and other qualification
requirements of the NYSE Listing Standards, Section 10A(m)(3) of
the Securities
Exchange Act of 1934 and the rules and regulations of the Securities
and
Exchange Commission, as the third member of the Board’s Audit Committee, to
serve with Carlos A. Saladrigas and Darren R. Jackson. There have
been no
meetings of the non-management or independent directors or the
Board’s Audit
Committee during the interim.
Item
5.02 Departure of Directors of
Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
On
May 7,
2007, the Company announced that Michael N. Coppola had resigned
as Chairman,
President and Chief Executive Officer and as a Director of the
Company,
effective immediately. Mr. Coppola’s resignation is not the result of any
disagreement or other dispute with the Company, known to any
executive officer
of the Company, regarding any accounting or financial reporting
issue.
On
May 7,
2007, the Company’s Board of Directors announced the appointment of John C.
Brouillard as the Company’s interim Chairman, President and Chief Executive
Officer, effective immediately. In connection with his appointment
as interim
CEO, Mr. Brouillard will relinquish his roles as Lead Director
and as a member
of the Board’s Audit and Compensation Committees. The Board of Directors will
commence a search for a new CEO.
Mr.
Brouillard has been a Director of the Company since May 2004
and was appointed
Lead Director on February 14, 2007. He retired as the Chief Administrative
and
Financial Officer of H. E. Butt Grocery Company in June 2005,
a position that he
had held since February 1991. From 1977 to 1991, Mr. Brouillard
held
various positions with Hills Department Stores, including serving
as President
of that company. He serves as a director of Eddie Bauer Holdings,
Inc. and H. E.
Butt Grocery Company.
Mr.
Coppola will receive severance benefits consistent with the provisions
of his
employment agreement with the Company. The terms of the agreement
were described
in the Company’s 2007 Proxy Statement, filed with the U.S. Securities and
Exchange Commission on April 11, 2007, and the form of agreement
was filed as an
exhibit to a Form 8-K that was filed April 6, 2006.
In
connection with the appointment of Mr. Brouillard, the Company
expects to enter
into an executive compensation arrangement and will provide additional
disclosure when agreement has been reached.
On
May
10, 2007, the Company’s Board of Directors appointed William L. Salter to serve
as presiding director at meetings of the non-management and independent
directors and Nicholas J. LaHowchic to serve as a member of the
Board’s Audit
Committee, as more fully explained in Item 2.02 above.
Item
7.01 Regulation FD Disclosure.
On
May 7,
2007, the Company issued a press release announcing the resignation
of Michael
N. Coppola as Chairman, President and Chief Executive Officer and
as a Director
of the Company, effective immediately, and the appointment of John
C. Brouillard
as interim Chairman, President, and Chief Executive Officer. The
press release
is attached as Exhibit 99.1 and incorporated by reference herein.
Note: The
information contained in Items 2.02 and 7.01 of this Current Report
on Form 8-K
(including Exhibit 99.1) shall not be deemed to be “filed” for the purposes of
Section 18 of the Securities Exchange Act of 1934, as amended,
or otherwise
subject to the liabilities of that section.
Item
9.01 Financial Statements and Exhibits.
|
(c)
|
Exhibits.
|
|
| |
|
|
| |
Exhibit
|
|
| |
Number
|
|
| |
|
|
| |
99.1 |
Press release, dated May 7, 2007, issued
by Advance Auto
Parts, Inc. |