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AAP > SEC Filings for AAP > Form 8-K on 29-May-2013All 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


29-May-2013

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 2013 annual meeting of stockholders of Advance Auto Parts, Inc. ("Company") held May 22, 2013, the Company's stockholders re-elected John F. Bergstrom, John C. Brouillard, Fiona P. Dias, 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 2014 annual meeting of stockholders.



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

(a) The 2013 Annual Meeting of Stockholders of the Company was held on Tuesday, May 22, 2013. The following matters were submitted to a vote by the stockholders: (1) election of nine directors to serve as members of the Board until the 2014 Annual Meeting of Stockholders, (2) a non-binding advisory vote to approve the compensation of the Company's named executive officers,
(3) approval of a proposal to amend the Company's certificate of incorporation to eliminate supermajority voting requirements, (4) approval of a proposal to amend the Company's certificate of incorporation to permit stockholders who have owned at least 25 percent of the Company's outstanding shares of common stock continuously for one year to call a special meeting, and (5) ratification of the appointment of Deloitte and Touche LLP as the Company's independent registered public accounting firm for 2013.

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

                           FOR        WITHHELD
John F. Bergstrom      57,153,019    1,001,351
John C. Brouillard     57,887,906      226,464
Fiona P. Dias          58,014,857      139,513
Daren R. Jackson       58,010,414      143,956
William S. Oglesby     58,009,029      145,341
J. Paul Raines         57,891,911      262,459
Gilbert T. Ray         57,320,995      833,375
Carlos A. Saladrigas   58,007,056      147,314
Jimmie L. Wade         58,008,356      146,014

There were 7,989,460 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
56,919,894  1,056,931      177,545  7,989,460

The proposal to amend the Company's certificate of incorporation to eliminate supermajority voting requirements was approved by the following vote:

                                    BROKER
    FOR     AGAINST  ABSTENTIONS  NON-VOTES
57,960,027   48,275      146,068  7,989,460


The proposal to amend the Company's certificate of incorporation to permit stockholders who have owned at least 25 percent of the Company's outstanding shares of common stock continuously for one year to call a special meeting:

                                    BROKER
    FOR     AGAINST  ABSTENTIONS  NON-VOTES
58,003,090   27,157      124,123  7,989,460

Stockholders ratified the appointment of Deloitte and Touche LLP as the Company's independent registered public accounting firm for 2013. The vote on the proposal was as follows:

FOR AGAINST ABSTENTIONS
65,820,417 194,272 129,141


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