8K_5_27_2015


 

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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 20, 2015
 
 
 
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 2015 Annual Meeting of Stockholders of Advance Auto Parts, Inc. (“Company”) held May 20, 2015, the Company's stockholders re-elected John F. Bergstrom, John C. Brouillard, Fiona P. Dias, John F. Ferraro, Darren R. Jackson, Adriana Karaboutis, 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 2016 annual meeting of stockholders.

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

(a)
The 2015 Annual Meeting of Stockholders of the Company was held on Wednesday, May 20, 2015. The following matters were submitted to a vote by the stockholders: (1) election of twelve directors to serve as members of the Board until the 2016 Annual Meeting of Stockholders, (2) non-binding advisory vote to approve the compensation of the Company's named executive officers, (3) ratification of the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for 2015, and (4) 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
 
61,989,957

 
1,152,032

John C. Brouillard
 
62,486,074

 
655,915

Fiona P. Dias
 
62,792,674

 
349,315

John F. Ferraro
 
62,527,193

 
614,796

Darren R. Jackson
 
62,477,633

 
664,356

Adriana Karaboutis
 
62,802,852

 
339,137

William S. Oglesby
 
62,541,479

 
600,510

J. Paul Raines
 
62,624,521

 
517,468

Gilbert T. Ray
 
61,367,540

 
1,774,449

Carlos A. Saladrigas
 
62,650,164

 
491,825

O. Temple Sloan, III
 
62,439,565

 
702,424

Jimmie L. Wade
 
62,311,993

 
829,996


There were 3,664,697 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
62,053,319

724,290

364,380

3,664,697

                            






Stockholders ratified the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for 2015. The vote on the proposal was as follows:
FOR
AGAINST
ABSTENTIONS
65,306,328

1,205,380

294,978



A majority of the Company’s outstanding shares (58.75% of 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
25,609,183

37,101,618

431,188

3,664,697










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 27, 2015
 
/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.