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): August 11, 2020

ADVANCE AUTO PARTS, INC.

(Exact name of registrant as specified in its charter)

2635 East Millbrook Road, Raleigh, North Carolina 27604

(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:

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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 11, 2020, the Board of Directors (the “Board”) of Advance Auto Parts, Inc. (the “Company”) increased the size of the Board to eleven directors and appointed each of Carla J. Bailo and Arthur L. Valdez Jr. to the Board, effective immediately. The Board has not yet determined on which committees either Ms. Bailo or Mr. Valdez will serve. There is no arrangement or understanding with any person pursuant to which either Ms. Bailo or Mr. Valdez was appointed as a director. Each of them will receive compensation for service as a director in accordance with the Company’s policy for compensation of non-employee directors, a copy of which is filed as Exhibit 10.44 to the Company’s Annual Report on Form 10-K and is incorporated herein by reference.

In connection with their appointment to the Board, each of Ms. Bailo and Mr. Valdez is expected to enter into the Company’s standard form of indemnification agreement, a copy of which is filed as Exhibit 10.1 to the Company’s Annual Report on Form 10-K and is incorporated herein by reference.

Item 7.01 Regulation FD Disclosure

On August 13, 2020, the Company issued a press release regarding the appointment of each of Ms. Bailo and Mr. Valdez to the Board, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

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.

Document

Exhibit 99.1

Advance Auto Parts Appoints Experienced Automotive, Retail

Executives to its Board of Directors

Center for Automotive Research CEO, Carla J. Bailo, and Target EVP, Chief Supply Chain & Logistics Officer, Arthur L. Valdez Jr. join Board of Directors

RALEIGH, NC (August 13, 2020) – Advance Auto Parts, Inc. (NYSE: AAP), a leading automotive aftermarket parts retailer, today announced two new appointments to its Board of Directors. Carla J. Bailo, President and CEO of The Center for Automotive Research, and Arthur L. Valdez Jr., Executive Vice President, Chief Supply Chain & Logistics Officer of Target Corporation, have been appointed to the Board effective, August 11, 2020.

Bailo, 59, has more than 35 years of experience in the automotive industry. Bailo joined the Center for Automotive Research, an independent, nonprofit research organization that engages with global automotive industry leaders to support technology advancements within the automotive industry, in 2017. Bailo has also served as President and CEO of ECOS Consulting LLC, an energy efficiency solutions provider, since 2014. Prior to ECOS, Bailo held multiple leadership roles with Nissan Motor Co. Ltd., including Senior Vice President, R&D Americas, Program Director, Americas, and Head, OEM Business Unit. Bailo began her career with General Motors in 1983 as Engineer, Vehicle Testing, Truck & Bus. Bailo has served on the board of directors for SM Energy Company (NYSE: SM) since October 2018.

Valdez, 50, leads all functions of Target’s global supply chain and logistics network. Since joining Target in 2016, he’s overseen a significant reorganization of the company’s supply chain – part of a broader transformation into an omnichannel retailer that uses stores as local hubs for online fulfillment. Arthur has spent his career building supply chain and fulfillment networks across Asia, Europe and North and South America. Prior to joining Target in 2016, Valdez spent 17 years with Amazon.com Inc. in a variety of leadership roles, including Vice President, Operations, International Expansion, Vice President, Worldwide Transportation, and Vice President, Operations, Amazon.co.uk Ltd. Valdez worked for Walmart for several years, beginning his career as Area Manager for Walmart de México S.A. de C.V. in 1992.

“Carla and Arthur are outstanding additions to the Advance Auto Parts Board of Directors,” said Eugene I. Lee, Jr., Chair of the Board of Directors. “Advance is extremely focused on meeting the evolving needs of our Customers. This includes understanding future innovation and technology developments within the automotive sector as we build world class omnichannel and supply chain capabilities. Carla and Arthur’s vast experience in these areas will be extremely helpful as the company moves its business forward.”

About Advance Auto Parts

Advance Auto Parts, Inc., is a leading automotive aftermarket parts provider that serves both professional installer and do-it-yourself customers. As of April 18, 2020, Advance operated 4,843 stores and 168 Worldpac branches in the United States, Canada, Puerto Rico and the U.S. Virgin Islands. The Company also serves 1,258 independently owned Carquest branded stores across these locations in addition to Mexico, the Bahamas, Turks and Caicos and British Virgin Islands. Additional information about Advance, including employment opportunities, customer services and online shopping for parts, accessories, and other offerings can be found at www.AdvanceAutoParts.com.

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