0001158449false00011584492024-05-222024-05-22

 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 22, 2024
 
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ADVANCE AUTO PARTS, INC.
(Exact name of registrant as specified in its charter)
 
Delaware001-1679754-2049910
(State or other jurisdiction of incorporation)(Commission File Number)(I.R.S. Employer Identification No.)
 
4200 Six Forks Road, Raleigh, North Carolina 27609
(Address of principal executive offices) (Zip Code)
 
(540) 362-4911
(Registrant's telephone number, including area code)
 
Not Applicable
(Former name or former address, if changed since last report)
 
Securities Registered Pursuant to Section 12(b) of the Act:
Title of each classTrading symbolName of each exchange on which registered
Common Stock, $0.0001 par valueAAPNew York Stock Exchange

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:

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


INFORMATION TO BE INCLUDED IN THE REPORT

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

The 2024 Annual Meeting of Stockholders of Advance Auto Parts, Inc. (the “Company”) was held on Wednesday, May 22, 2024. The following matters were submitted to a vote by the stockholders: (1) election of 11 nominees to serve as members of the Board of Directors until the 2025 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 and Touche LLP as the Company’s independent registered public accounting firm for 2024, and (4) vote on an amendment to our Restated Certificate of Incorporation to eliminate or limit the personal liability of officers to the extent permitted by recent amendments to the Delaware General Corporation Law.

All nominees were elected to the Board of Directors with the following vote counts:
FOR
AGAINST
ABSTAIN
Carla J. Bailo
45,258,8032,396,04626,802
John F. Ferraro
46,172,8161,487,48921,346
Joan M. Hilson
46,316,5981,343,94821,105
Jeffrey J. Jones II
45,267,7612,391,75322,137
Eugene I. Lee, Jr.
46,477,2121,181,90522,534
Shane M. O’Kelly
47,293,547365,86622,238
Douglas A. Pertz
40,891,5766,767,23522,840
Thomas W. Seboldt
47,475,323184,42021,908
Gregory L. Smith
47,474,018185,11722,516
Sherice R. Torres
46,318,6121,340,79822,241
A. Brent Windom
47,470,418188,81322,420

There were 5,995,636 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
ABSTAIN
BROKER NON-VOTES
44,695,0362,941,94744,6685,995,636

Stockholders ratified the appointment of Deloitte and Touche LLP as the Company’s independent registered
public accounting firm for 2024. The vote on the proposal was as follows:

FOR
AGAINST
ABSTAIN
51,809,0521,844,01724,218

A majority of the Company’s outstanding shares were cast in favor of the vote to approve the amendment to our Restated Certificate of Incorporation to eliminate or limit the personal liability of executive officers to the extent permitted by recent amendments to the Delaware General Corporation Law.

The vote on the proposal was as follows:

FOR
AGAINST
ABSTAIN
BROKER NON-VOTES
43,074,9004,573,70733,0445,995,636







Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.
Exhibit Number
101.1Pursuant to Rule 406 of Regulation S-T, the cover page to this Current Report on Form 8-K is formatted in Inline XBRL.
104.1Cover Page Interactive Data File (embedded within the Inline XBRL document included in Exhibit 101.1).



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 29, 2024/s/ Elizabeth E. Dreyer
Elizabeth E. Dreyer
Senior Vice-President, Controller and Chief Accounting Officer




v3.24.1.1.u2
Cover Page Document
May 22, 2024
Cover Page [Abstract]  
Entity Central Index Key 0001158449
Title of 12(b) Security Common Stock, $0.0001 par value
Entity Address, Postal Zip Code 27609
Entity Address, Address Line One 4200 Six Forks Road
Entity Incorporation, State or Country Code DE
Document Type 8-K
Document Period End Date May 22, 2024
Entity Registrant Name ADVANCE AUTO PARTS, INC.
Entity File Number 001-16797
Entity Tax Identification Number 54-2049910
Entity Address, City or Town Raleigh
Entity Address, State or Province NC
City Area Code 540
Local Phone Number 362-4911
Trading Symbol AAP
Security Exchange Name NYSE
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Amendment Flag false
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