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AAP > SEC Filings for AAP > Form 8-K on 18-May-2012All Recent SEC Filings

Show all filings for ADVANCE AUTO PARTS INC | Request a Trial to NEW EDGAR Online Pro

Form 8-K for ADVANCE AUTO PARTS INC


18-May-2012

Change in Directors or Principal Officers, Submission of Matters to a Vote


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

At the 2012 annual meeting of stockholders of Advance Auto Parts, Inc. ("Company") held May 15, 2012, the Company's stockholders re-elected John F. Bergstrom, John C. Brouillard, Fiona P. Dias, Frances X. Frei, Darren R. Jackson, William S. Oglesby, J. Paul Raines, Gilbert T. Ray, Carlos A. Saladrigas and Jimmie L. Wade to serve as members of the Company's Board of Directors ("Board") until the 2013 annual meeting of stockholders.



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

(a) The 2012 Annual Meeting of Stockholders of the Company was held on Tuesday, May 15, 2012. The following matters were submitted to a vote by the stockholders: (1) election of ten directors to serve as members of the Board until the 2013 Annual Meeting of Stockholders, (2) non-binding advisory vote to approve the compensation of the Company's named executive officers, (3) re-approval of performance objectives contained in the Company's 2007 Executive Incentive Plan, (4) re-approval of performance objectives contained in the Company's 2004 Long-Term Incentive Plan, (5) approval of the Company's Amended and Restated 2002 Employee Stock Purchase Plan, (6) ratification of the appointment of Deloitte and Touche LLP as the Company's independent registered public accounting firm for 2012, and (7) non-binding advisory vote on a stockholder proposal regarding stockholder voting requirements.

(b) All nominees were elected to the Board of Directors with the following vote counts:

                           FOR        WITHHELD
John F. Bergstrom      60,266,406    2,209,470
John C. Brouillard     62,364,569      111,307
Fiona P. Dias          61,355,271    1,120,605
Frances X. Frei        61,339,476    1,136,400
Daren R. Jackson       62,433,628       42,248
William S. Oglesby     62,449,640       26,236
J. Paul Raines         61,339,582    1,136,294
Gilbert T. Ray         61,950,196      525,680
Carlos A. Saladrigas   62,042,396      433,480
Jimmie L. Wade         62,434,734       41,142

There were 4,341,906 broker non-votes recorded for each nominee.

The compensation of the named executive officers was approved by the following non-binding advisory vote:

BROKER
FOR AGAINST ABSTENTIONS NON-VOTES
60,838,562 1,585,524 51,790 4,341,906

The re-approval of performance objectives contained in the Company's 2007 Executive Incentive Plan was approved by the following vote:

BROKER
FOR AGAINST ABSTENTIONS NON-VOTES
61,420,875 1,003,485 51,516 4,341,906


The re-approval of performance objectives contained in the Company's 2004 Long-Term Incentive Plan was approved by the following vote:

BROKER
FOR AGAINST ABSTENTIONS NON-VOTES
58,446,502 3,977,496 51,878 4,341,906

The approval of the Company's Amended and Restated 2002 Employee Stock Purchase Plan was approved by the following vote:

BROKER
FOR AGAINST ABSTENTIONS NON-VOTES
60,226,724 2,206,717 42,435 4,341,906

Stockholders ratified the appointment of Deloitte and Touche LLP as the Company's independent registered public accounting firm for 2012. The vote on the proposal was as follows:

FOR AGAINST ABSTENTIONS
66,546,379 243,786 27,617

The advisory stockholder proposal regarding stockholder voting requirements was approved by the following non-binding advisory vote:

BROKER
FOR AGAINST ABSTENTIONS NON-VOTES
42,879,290 19,558,618 37,968 4,341,906


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