Dorman Products, Inc 8-K, filed May 19, 2023
Dorman Products, Inc. (DORM)
8-K
2023-05-19
For: 2023-05-18
View Original
Added on
April 04, 2026
About this 8-K
Dorman Products, Inc filed this 8-K on May 19, 2023, reporting on events of May 18, 2023.
Items reported
- Item 5.07: Shareholder vote results
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 18, 2023
(Exact name of Registrant as Specified in Charter)
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: (215 ) 997-1800
Not Applicable
(Former Name or Former Address, 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:
| 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)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
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. ☐
Item 5.07 Submission of Matters to a Vote of Security Holders.
The 2023 Annual Meeting of Shareholders (“Annual Meeting”) of Dorman Products, Inc. (the “Company”) was held on May 18, 2023. During the Annual Meeting, shareholders were asked to consider and vote upon four proposals: (1) to elect eight directors, each to serve for a term of one year to expire at the next annual meeting of shareholders and until his or her successor has been elected and qualified or until his or her earlier death, resignation or removal; (2) to approve, on an advisory basis, the compensation of the Company’s named executive officers; (3) to approve, on an advisory basis, the frequency of the advisory vote on named executive officer compensation; and (4) to ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023.
On the record date of March 22, 2023, there were 31,472,807 shares of the Company’s common stock issued and outstanding and entitled to vote at the Annual Meeting. For each proposal, the results of the shareholder voting were as follows:
1.The following nominees were each elected to serve as director for a term of one year to expire at the next annual meeting of shareholders and until his or her successor has been elected and qualified or until his or her earlier death, resignation or removal based upon the following votes:
| Nominee | Votes in Favor | Votes Against | Abstain | Broker Non-Votes | ||||||||||
| Steven L. Berman | 28,992,915 | 501,458 | 11,480 | 877,584 | ||||||||||
| Kevin M. Olsen | 29,114,420 | 379,996 | 11,437 | 877,584 | ||||||||||
| Lisa M. Bachmann | 27,533,660 | 1,960,442 | 11,751 | 877,584 | ||||||||||
| John J. Gavin | 27,405,116 | 2,089,140 | 11,597 | 877,584 | ||||||||||
| Richard T. Riley | 27,287,539 | 2,206,623 | 11,691 | 877,584 | ||||||||||
| Kelly A. Romano | 27,536,649 | 1,957,317 | 11,887 | 877,584 | ||||||||||
| G. Michael Stakias | 25,457,850 | 4,036,260 | 11,743 | 877,584 | ||||||||||
| J. Darrell Thomas | 27,482,616 | 2,011,622 | 11,615 | 877,584 | ||||||||||
2.The compensation of the Company’s named executive officers, as described in the proxy statement, was approved on an advisory basis based upon the following votes:
| Votes in Favor | Votes Against | Votes Abstained | Broker Non-Votes | ||||||||
| 27,538,151 | 1,949,538 | 18,164 | 877,584 | ||||||||
3.The proposal on the frequency of future advisory votes on named executive officer compensation, as described in the proxy statement, received the following votes:
| One Year | Two Years | Three Years | Votes Abstained | Broker Non-Votes | ||||||||||
| 28,296,675 | 1,560 | 1,195,179 | 12,439 | 877,584 | ||||||||||
Based on the results of the vote, and consistent with the recommendation of the Company’s Board of Directors, the Board of Directors has determined to hold an advisory vote on named executive officer compensation every year until the next required advisory vote on the frequency of future advisory votes on named executive officer compensation, which will occur no later than the Company’s annual meeting in 2029.
4.The appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023 was ratified based upon the following votes:
| Votes in Favor | Votes Against | Votes Abstained | ||||||
| 28,078,714 | 2,292,561 | 12,162 | ||||||
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.
DORMAN PRODUCTS, INC. | ||||||||||||||
Date: | May 19, 2023 | By: | /s/ Joseph P. Braun | |||||||||||
| Name: | Joseph P. Braun | |||||||||||||
| Title: | Senior Vice President, General Counsel and Secretary | |||||||||||||