Dorman Products, Inc 8-K, filed Sep 28, 2020
Dorman Products, Inc. (DORM)
About this 8-K
Dorman Products, Inc filed this 8-K on September 28, 2020, reporting on events of September 25, 2020.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Securities registered pursuant to Section 12(b) of the Act:
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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).
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Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(d) Effective September 25, 2020 (the “Effective Date”), the Board of Directors (the “Board”) of Dorman Products, Inc. (the “Company”) increased the size of the Board from seven to eight directors and appointed Lisa M. Bachmann to fill the newly created directorship. Ms. Bachmann will serve as a director of the Company until the expiration of her term on the date of the Company’s 2021 annual meeting of shareholders and until her successor is selected and qualified, except in the event of her earlier death, resignation or removal. As of the Effective Date, Ms. Bachmann also was appointed to the Board’s Audit Committee, Compensation Committee, and Corporate Governance and Nominating Committee.
As a non-employee director, Ms. Bachmann will participate in the Company’s previously disclosed non-employee director compensation program, which 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 $100,000. In connection with her appointment, Ms. Bachmann will receive a pro-rata portion of each to reflect the fact that she was appointed mid-term.
Ms. Bachmann, age 59, most recently served as Executive Vice President, Chief Merchandising and Operating Officer of Big Lots, Inc. (“Big Lots”), a leading discount retailer, from August 2015 to September 2020. Previously, she held various roles at Big Lots, including as Executive Vice President, Chief Operating Officer, as Executive Vice President, Supply Chain Management and Chief Information Officer, and as Senior Vice President, Merchandise Planning, Allocation and Presentation. Prior to joining Big Lots, her roles included Senior Vice President of Planning and Allocation for Ames Department Stores Inc. and Vice President of Planning and Allocation for the Casual Corner Group, Inc. Ms. Bachmann currently serves as a member of the board of directors of GMS Inc., a leading North American specialty distributor of interior building products.
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Item 9.01 |
Financial Statements and Exhibits. |
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Exhibits |
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Description |
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99.1 |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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.
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DORMAN PRODUCTS, INC. |
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Date: |
September 28, 2020 |
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By: |
/s/ David M. Hession |
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Name: |
David M. Hession |
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Title: |
Senior Vice President, Chief Financial Officer and Treasurer |
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Exhibit 99.1
Press Release Dorman (R)
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DORMAN ANNOUNCES THE APPOINTMENT OF LISA BACHMANN TO ITS BOARD OF DIRECTORS |
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SEPTEMBER 28, 2020
COLMAR, PENNSYLVANIA – Dorman Products, Inc. (NASDAQ:DORM) today announced that Lisa Bachmann has been appointed as an independent director to the Company’s Board of Directors, effective September 25, 2020. Ms. Bachmann’s appointment expands the Board to 8 directors, 6 of whom are independent directors. Ms. Bachmann will be a member of the Company’s Audit, Compensation and Corporate Governance and Nominating committees.
Ms. Bachmann most recently served as Executive Vice President, Chief Merchandising and Operating Officer of Big Lots, Inc. (NYSE: BIG), a leading discount retailer, from August 2015 to September 2020. Previously, she held various roles at Big Lots, including as Executive Vice President, Chief Operating Officer, as Executive Vice President, Supply Chain Management and Chief Information Officer, and as Senior Vice President, Merchandise Planning, Allocation and Presentation. Prior to joining Big Lots, her roles included Senior Vice President of Planning and Allocation for Ames Department Stores Inc. and Vice President of Planning and Allocation for the Casual Corner Group, Inc. Ms. Bachmann currently serves as a member of the board of directors of GMS Inc. (NYSE: GMS), a leading North American specialty distributor of interior building products.
Mr. Kevin Olsen, the Company’s Chief Executive Officer, said: “We are excited to welcome Lisa to our Board of Directors. Lisa’s extensive and broad-based business experience, including operations, supply chain, information technology, marketing and merchandising, will be of significant benefit to Dorman. We appreciate her willingness to serve as a director and look forward to benefiting from her experience and judgment.”
About Dorman Products
Dorman gives 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 industry’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 an always-evolving catalog of 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.
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, its Form 10-Q for the quarter ended June 27, 2020 and its other 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.
Investor Relations Contact
David Hession, SVP and Chief Financial Officer
dhession@dormanproducts.com
(215) 997-1800
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.
3400 East Walnut Street, Colmar PA 18915 dormanproducts.com 2
