8-K

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): October 30, 2021

Dorman Products, Inc.

(Exact name of Registrant as Specified in Charter)

3400 East Walnut Street, Colmar, Pennsylvania 18915

(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:

Securities registered pursuant to Section 12(b) of the Act:

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.  ☐

(d) Effective October 30, 2021 (the “Effective Date”), the Board of Directors (the “Board”) of Dorman Products, Inc. (the “Company”) increased the size of the Board from eight to nine directors and appointed J. Darrell Thomas to fill the newly created directorship. Mr. Thomas will serve as a director of the Company until the expiration of his term on the date of the Company’s 2022 annual meeting of shareholders and until his successor is selected and qualified, except in the event of his earlier death, resignation or removal. As of the Effective Date, Mr. Thomas also was appointed to the Board’s Audit Committee, Compensation Committee, and Corporate Governance and Nominating Committee.

As a non-employee director, Mr. Thomas will participate in the Company’s previously disclosed non-employee director compensation program, which for 2021 includes, among other things, an annual cash retainer of $75,000 and an annual restricted stock unit award with a grant date value of approximately $110,000. In connection with his appointment, Mr. Thomas will receive a pro-rata portion of each to reflect the fact that he was appointed mid-term.

Mr. Thomas, age 61, currently serves as Vice President and Treasurer for Harley-Davidson, Inc. (NYSE:HOG) (“Harley-Davidson”), which he joined in June 2010. During his tenure at Harley-Davidson, he also has served in several senior finance positions, including Interim Chief Financial Officer for Harley-Davidson from July 2020 to September 2020 and Chief Financial Officer for Harley-Davidson Financial Services, Inc. from January 2018 to June 2020. Prior to joining Harley-Davidson, Mr. Thomas was employed by PepsiCo, Inc. (NASDAQ:PEP) (“PepsiCo”), which he joined in December 2003, and where he most recently served as Vice President and Assistant Treasurer.  Prior to joining PepsiCo, Mr. Thomas had a 19-year career in banking with Commerzbank Securities, Swiss Re New Markets, ABN Amro Bank and Citicorp/Citibank where he held various capital markets and corporate finance roles. Mr. Thomas currently serves as a member of the board of directors of British American Tobacco p.l.c. (NYSE:BTI).

Item 9.01Financial Statements and Exhibits.

(d)Exhibits

Exhibit NumberDescription

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:November 2, 2021

dorm-ex991_9.htm

Exhibit 99.1

DORMAN ANNOUNCES THE APPOINTMENT OF J. DARRELL THOMAS

TO ITS BOARD OF DIRECTORS

November 2, 2021

COLMAR, PENNSYLVANIA – Dorman Products, Inc. (the “Company”) (NASDAQ:DORM) today announced that J. Darrell Thomas has been appointed as an independent director to the Company’s Board of Directors, effective October 30, 2021.  Mr. Thomas’ appointment expands the Board to nine directors, seven of whom are independent directors.  Mr. Thomas will be a member of the Company’s Audit, Compensation and Corporate Governance and Nominating committees.

Mr. Thomas currently serves as Vice President and Treasurer for Harley-Davidson, Inc. (NYSE:HOG), which he joined in June 2010. During his tenure at Harley-Davidson, he also has served in several other senior finance positions, including Interim Chief Financial Officer for Harley-Davidson and Chief Financial Officer for Harley-Davidson Financial Services, Inc. Prior to joining Harley-Davidson, Mr. Thomas was employed by PepsiCo, Inc. (NASDAQ:PEP), where he most recently served as Vice President and Assistant Treasurer.  Prior to joining PepsiCo, Mr. Thomas had a 19-year career in banking with Commerzbank Securities, Swiss Re New Markets, ABN Amro Bank and Citicorp/Citibank where he held various capital markets and corporate finance roles. Mr. Thomas currently serves as a member of the board of directors of British American Tobacco p.l.c. (NYSE:BTI).

Mr. Kevin Olsen, the Company’s President and Chief Executive Officer, said: “We are excited to welcome Darrell to our Board of Directors.  Darrell’s extensive global experience in corporate finance, capital markets, risk management and investor relations will be of significant benefit to Dorman.  We appreciate his willingness to serve as a director and look forward to benefiting from his experience and judgment.”

Investor Relations Contact

David Hession, SVP and Chief Financial Officer

dhession@dormanproducts.com

(215) 997-1800

About Dorman Products

At Dorman, we give repair professionals and vehicle owners greater freedom to fix cars and trucks by focusing on solutions first. For over 100 years, we have been one of the automotive aftermarket’s pioneering problem solvers, releasing tens of thousands of replacement products engineered to save time and money and increase convenience and reliability.

Founded and headquartered in the United States, we are a global organization offering more than 81,000 distinct parts, covering both light duty and heavy-duty vehicles, from chassis to body, from underhood to undercar, and from hardware to complex electronics. See our full offering and learn more at DormanProducts.com.

Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are based on current expectations that involve a number of known and unknown risks, uncertainties and other factors (many of which are outside of our control) which may cause actual events to be materially different from those expressed or implied by such forward-looking statements. For additional information concerning factors that could cause actual results to differ materially from the information contained in this press release, please see Dorman’s prior press releases and filings with the U.S. Securities and Exchange Commission (“SEC”), including Dorman’s most recent annual report on Form 10-K and its subsequent SEC filings. Dorman is under no obligation to (and expressly disclaims any such obligation to) update any of the information in this press release if any forward-looking statement later turns out to be inaccurate whether as a result of new information, future events or otherwise.

Visit Dorman’s website at www.dormanproducts.com. The Investor Relations section of the website contains a significant amount of information about Dorman, including financial and other information for investors. Dorman encourages investors to visit its website to view new and updated information.

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