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).
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 2022 Annual Meeting of Shareholders (“Annual Meeting”) of Dorman Products, Inc. (the “Company”) was held on May 25, 2022. During the Annual Meeting, shareholders were asked to consider and vote upon three 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, as described in the Company’s proxy statement distributed in connection with the Annual Meeting; and (3) to ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022.
On the record date of March 24, 2022, there were 31,527,784 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:
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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: |
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Nominee |
Votes in Favor |
Votes |
Abstain |
Broker Non-Votes |
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Steven L. Berman |
27,550,298 |
608,434 |
10,216 |
822,564 |
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Kevin M. Olsen |
27,834,655 |
323,760 |
10,533 |
822,564 |
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Lisa M. Bachmann |
27,141,773 |
1,015,276 |
11,899 |
822,564 |
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John J. Gavin |
27,049,201 |
1,106,260 |
13,487 |
822,564 |
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Richard T. Riley |
26,855,365 |
1,300,099 |
13,484 |
822,564 |
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Kelly A. Romano |
27,161,754 |
995,292 |
11,902 |
822,564 |
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G. Michael Stakias |
26,275,751 |
1,879,709 |
13,488 |
822,564 |
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J. Darrell Thomas |
27,970,891 |
186,063 |
11,994 |
822,564 |
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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: |
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Votes in Favor |
Votes Against |
Votes Abstained |
Broker Non-Votes |
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27,868,480 |
290,349 |
10,119 |
822,564 |
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3. |
The appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022 was ratified based upon the following votes: |
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Votes in Favor |
Votes Against |
Votes Abstained |
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28,071,287 |
915,148 |
5,077 |
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Item 8.01 |
Other Events. |
On May 25, 2022, Mr. Richard Riley was appointed Lead Director of the Company’s Board of Directors. Mr. Riley also serves as Chairman of the Audit Committee and he is a member of each of the Compensation Committee and the Corporate Governance and Nominating Committee.
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.
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Date:May 26, 2022 |
By: /s/ Joseph P. Braun |
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Name: Joseph P. Braun |
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Title: Senior Vice President, |
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